--- title: Terms of Service — GIAFFER™ description: Terms of service for the professional marketing services provided by GIAF MKT GROUP, S.A. de C.V. (GIAFFER™). image: https://images.squarespace-cdn.com/content/v1/6286c411d689ee663d681f74/0f0deaf4-6121-4acd-ae7e-c1b5f908063d/AdobeStock_1129535115.jpeg?format=1500w --- [![GIAFFER™](https://www.giaffer.com/hubfs/giaffer/GIAFFER%20Branding/GIAFFER%20tm%20black.png)](https://www.giaffer.com/?hsLang=en) - [Our Work](https://www.giaffer.com/our-work) - [Services](https://www.giaffer.com/our-services) - [Method](https://www.giaffer.com/meaning-form-voice) - [Store](https://www.giaffer.com/store) - [Creative Room](https://www.giaffer.com/creative-room) [EN](https://www.giaffer.com/home?hsLang=en)/[ES](https://www.giaffer.com/es/home?hsLang=en) Appearance [Schedule a Call](https://www.giaffer.com/contact?hsLang=en) # Terms of Service This document sets the terms and conditions for the professional marketing services provided by GIAF MKT GROUP, S.A. de C.V. (GIAFFER™). It forms part of the quote and becomes binding once the quote is authorized and signed. ## 1. Binding Agreement Once the quote detailed in this document has been authorized and signed, this agreement and all its clauses shall be binding on the Parties. ## 2. Duration ### Retainer Valid for the term set out in the signed quote. Once expired, both Parties may agree to an extension in writing, signed by the Parties. ### Project Valid from signature until the contracted deliverables have been completed, delivered, and paid in full. Any additional scope must be agreed in writing, signed by the Parties. ## 3. Early Termination Either Party may terminate this agreement without cause by written notice given at least 30 (thirty) calendar days in advance, during which both Parties will continue to meet their obligations. If the Client requests termination, the Client will pay the fees for services rendered up to the effective termination date. If the Agency requests it, the Agency will deliver to the Client, within the following 15 (fifteen) calendar days, the completed deliverables, the paid work in progress, and access to the Client's accounts and assets. The Party that fails to observe the notice period will compensate the other with the equivalent of one month's fees. Likewise, either Party may terminate this agreement for material breach by the other that is not cured within 15 (fifteen) calendar days of written notice, in which case the notice and compensation above will not apply, without prejudice to payment for services already rendered. Material breach includes, among others, failure to pay any invoice within 15 (fifteen) calendar days of its due date; overdue payments will accrue a late-payment surcharge of 5% per month on the outstanding balance. ## 4. Payment Payments follow the Payment Terms section of the signed quote. Delayed payments will incur a 5% monthly surcharge on the outstanding balance. ### Retainer Each month's services are invoiced within the same month they are provided. The remaining payment details follow the Payment Terms section of the signed quote. ### Project Payments follow the schedule set out in the quote, whether milestone-based or a split between an upfront advance and delivery. ## 5. Service Delivery ### Retainer The team operates on a weekly sprint schedule, with tasks submitted at least one week in advance. Requests outside this deadline move to the following sprint and cannot be guaranteed for the current cycle. Urgent requests are accommodated on a best-effort basis, subject to availability and capacity. ### Project At project kickoff, during onboarding, the Agency delivers the project timeline; the Client has two (2) business days to approve it in writing. Once approved, delivery dates depend on the Client meeting that timeline and providing materials, approvals, and feedback within the agreed windows. Any change to the agreed scope may adjust the schedule and cost. ## 6. Service Hold ### Retainer If the Client fails to respond, approve deliverables, or provide required materials for ten (10) or more consecutive business days, the Agency may place the account on hold. Delivery obligations are suspended and timelines extended by the equivalent period of inactivity, and monthly fees remain due and payable regardless of the hold. ### Project Delivery depends on the timeline approved under Section 5. If the Client delays its part by more than seven (7) consecutive days and this impacts the approved timeline, a penalty of 10% of the total project value applies and timelines are extended by the equivalent period of inactivity. If the Client's delay exceeds twenty (20) consecutive days, the Agency may close the project with no refund of amounts already paid. The Agency will notify the Client in writing before activating a hold, applying a penalty, or closing the project. ## 7. Additional Services All requests that fall outside the terms of this agreement will be considered additional services and will incur an additional cost based on the time required. Additional Services start at USD 50 per hour and must be requested and approved in writing by the Parties. ## 8. Warranty Period Each completed and approved project includes a grace period of fifteen (15) calendar days that functions as a warranty: during this period, the Agency will correct, at no additional cost, any error attributable to the delivered work. After the fifteen (15) days following delivery and completion, any correction, change, or additional work requires a separate quote. ## 9. Excluded Budgets This agreement does not include budgets for campaigns, platforms, image rentals, media buying, social media ads, per diem, or any other service not detailed herein. Any suggested media budget, where applicable, will be shared with the Client as part of the corresponding strategy deliverable and remains the Client's responsibility to fund. ## 10. Intellectual Property & Ownership The economic (exploitation) rights over the final deliverables created by the Agency (text, images, designs, videos, and any other finished materials) transfer exclusively to the Client upon full payment, as follows: ### Retainer On a per-invoice basis: the deliverables of each billing period transfer upon full payment of that period's invoice; deliverables from any unpaid period remain the Agency's property. ### Project Upon full payment of the total project fee set out in the quote; where the quote defines milestones, the deliverables of each milestone transfer upon full payment of that milestone. Moral rights are inalienable and remain with their authors under applicable law. Rights are granted to the Client named in the signed quote, for the property, brand, or business identified therein, and do not extend to any affiliate, related company, or separate entity. This transfer covers the final deliverables; editable and source files are governed by Section 12. Use, adaptation, or redistribution of a deliverable for the benefit of a third party, affiliate, or separate entity falls outside the scope of this transfer and requires the Agency's prior written approval. Prior to full payment of the corresponding invoice, the Agency grants a limited, revocable license to use the deliverables solely for internal review. Any public use before full payment constitutes a breach, and the Agency may revoke said license immediately and without prior notice. ## 11. Client Data and Assets All client information, data, and assets shared with the Agency are used solely for the execution of contracted work. Once assets have been delivered or transferred from GIAFFER™ to the Client, hosting, storage, and maintenance are the Client's sole responsibility. GIAFFER™ assumes no liability beyond the scope of the agreed services. ## 12. Editable & Source Files Notwithstanding Section 10, the Agency delivers editable and source files exclusively for branding projects specifically commissioned under this agreement. For every other deliverable, the Agency delivers final, flattened files only; editable, layered, and source files are excluded from the scope and remain the Agency's working assets. The Client may not request, and the Agency is under no obligation to provide, working files, layouts, or campaign assets beyond the delivered finals. Access to any additional editable or source file requires a separate written agreement setting out the applicable commercial terms and compensation. Deliverables are provided for the use of the Client named in the signed quote and for its own property or business only; use, adaptation, or redistribution of any deliverable by or for a third party, affiliate, or separate entity is not covered by this agreement and requires the Agency's prior written approval. ## 13. Travel Expenses Travel expenses are not included and must be negotiated on a case-by-case basis and approved by both Parties. ## 14. Independent Contractors This contract constitutes an agreement for the provision of services as independent contractors and does not accredit the formation of an agency, company, joint venture, or any other form of enterprise, employment, or fiduciary relationship. Neither Party has authority over the other. ## 15. Confidentiality Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this agreement, including business, financial, strategic, and technical information, and shall use it solely for the performance of the agreed services. This obligation survives termination of the agreement. It does not apply to information that is or becomes public through no fault of the receiving Party, or that must be disclosed by law or competent authority. ## 16. Portfolio Rights Notwithstanding Section 10, the Agency retains the right to display and reference the work produced under this agreement in its portfolio, website, social media, presentations, and awards submissions for self-promotional purposes, unless the Parties agree otherwise in writing. The Agency will respect any reasonable confidentiality request from the Client regarding specific unpublished materials. ## 17. Jurisdiction Any action, claim, or proceeding arising out of or relating to this agreement shall be submitted to the exclusive jurisdiction of the competent courts of Mérida, Yucatán, Mexico. The Parties expressly waive any other jurisdiction that may correspond to them. ## 18. Electronic Execution This agreement may be executed by handwritten or electronic signature. An electronically executed agreement has the same legal force and effect as one executed with handwritten signatures. ## Taxes & Validity Prices shown do not include IVA. A 16% IVA will be added to the total amount. This agreement is valid in accordance with the signed quote. GIAFFER™ · GIAF MKT GROUP, S.A. de C.V. · RFC: GMG240125DN8 Calle 47, No. 331, Colonia Benito Juárez Norte, Mérida, Yucatán, C.P. 97119 · +52 (55) 9654-9508 · [www.giaffer.com](https://www.giaffer.com?hsLang=en) [![GIAFFER™](https://www.giaffer.com/hubfs/giaffer/GIAFFER%20Branding/GIAFFER%20tm%20white.png)](https://www.giaffer.com/home?hsLang=en) A criterion-driven creative and marketing agency. We turn ambitious businesses into iconic ones through our method: MEANING. FORM. VOICE.™ [hi@giaffer.com](mailto:hi@giaffer.com) ![GIAFFER™ signature](https://www.giaffer.com/hubfs/giaffer/GIAFFER%20Branding/Firma%20negra.gif) Studio [About](https://www.giaffer.com/about-us?hsLang=en) [Work](https://www.giaffer.com/our-work?hsLang=en) [Services](https://www.giaffer.com/our-services?hsLang=en) [Method](https://www.giaffer.com/meaning-form-voice?hsLang=en) More [Store](https://www.giaffer.com/store?hsLang=en) [Creative Room](https://www.giaffer.com/creative-room?hsLang=en) [Contact](https://www.giaffer.com/contact?hsLang=en) Studios Calle 47 #331 Mérida, Yuc. 97119 · MX 5728 Major Blvd Orlando, FL 32819 · USA Follow [HubSpot Solutions Partner](https://ecosystem.hubspot.com/marketplace/solutions/giaffer) our entire online presence is built 100% in HubSpot. © GIAFFER™ · GIAFFER LLC · GIAF MKT GROUP [Privacy](https://www.giaffer.com/privacy-policy?hsLang=en)  ·  [Terms](https://www.giaffer.com/terms-and-conditions?hsLang=en) [Email](mailto:hi@giaffer.com) [Call](tel:+525599630974)