Terms of service

Acceptance

Scope of services

Grovant ships senior, white-label execution across the practices listed below. Every engagement is scoped in writing before it starts. These Terms cover the standing relationship, not the specific deliverable list.

• White-label SEO. Technical, content, AI-search, link acquisition, and reporting under your lockup.
• Paid media. Google Ads, Meta Ads, Demand Gen, AI Max, Performance Max. Buying plus the creative production behind it.
• Design. Brand systems, marketing sites, product UI, motion. Native Figma source, IP transfers on payment.
• Development. Next.js + Payload builds, performance retainers, migrations. Repo lives in your GitHub org.
• Brand & PR. Founder-led PR, podcast tours, reporter outreach, awards, AI-citation tracking.
• AI automation. Production agents, RAG, workflow automation, evals + tracing wired from day one.
• Content & social. Pillars, ghostwriting, newsletters, YouTube, atomized distribution.

Your obligations

Engagements run smoothly because both sides hold up their half. Yours looks like this.

• Provide accurate briefs, brand assets, access credentials, and decision-maker availability within the timelines agreed at kickoff.
• Maintain a responsive point of contact who can approve scope changes, sign off on deliverables, and answer questions inside one business day.
• Review deliverables and provide consolidated feedback inside the review window agreed in the SOW. Late feedback shifts downstream dates.
• Confirm that any materials you provide (copy, images, brand assets, customer data) don't infringe third-party rights. We assume what you hand us is yours to hand us.
• Pay invoices on the schedule named in the SOW. Late payment can suspend work (see § VII).
• Not misrepresent the relationship to third parties in a way that creates legal exposure for us, including (for white-label engagements) implying that Grovant's liability extends through you to your end clients without our written authorization.

Intellectual property

On full payment, the work product belongs to you. The standing toolkit that made it possible stays with us.

White-label terms

Agency partners get the right to rebrand and resell everything we ship for them. The standing arrangement is mutual silence: you don't name us as your fulfillment partner, and we don't name your end clients in our case studies.

• Strip all Grovant branding from deliverables before presenting them to your clients.
• Represent the work as your own to your clients, prospects, and the public.
• Set your own pricing and margin. We don't cap your markup.
• Don't disclose Grovant as your fulfillment partner without our prior written consent. We won't contact your end clients directly, won't pitch them, and won't name them in our marketing during the engagement (or for 24 months after, unless they become a direct Grovant client themselves).

Confidentiality and NDA

Every engagement carries a mutual confidentiality obligation. If you want a separate, signed NDA before sharing client names or IP, ask. We'll sign it before the second email.

Payment

• Invoices follow the schedule in the SOW or order form. Default for retainers is monthly in advance, net-15 from invoice date.
• Project work typically requires 50% on signature and 50% on delivery, unless the SOW says otherwise.
• We accept ACH, wire, and major cards. Card payments above a published threshold may carry a processing surcharge, disclosed before you authorize.
• All fees exclude applicable taxes (VAT, GST, sales tax). You handle taxes in your jurisdiction; we handle them in ours.
• Overdue invoices accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. Active work pauses after 15 days overdue and can be terminated for cause after 30 days.
• Refunds are not standard. Where a refund applies (a project we cancel for our convenience, or a clear failure to deliver after a 30-day cure window), we refund the unearned portion within 30 days.

Performance and warranty

We commit to senior craft and named-owner accountability, not to specific commercial outcomes that depend on factors outside our control.

• What we warrant. Work performed in a professional, workmanlike manner consistent with industry standards for senior practitioners in the relevant practice.
• Cure window. If a deliverable fails to meet the scope agreed in the SOW, tell us within 30 days of delivery and we'll re-perform it at no extra cost.
• What we don't warrant. Specific search rankings, ad performance metrics, conversion rates, revenue outcomes, or third-party platform behavior. Marketing results depend on competition, market conditions, and platforms outside our control.

Limitation of liability

Indemnification

Each party defends the other from claims arising out of its own breach. The mechanics:

• You indemnify us. Against claims arising from (i) your breach of these Terms, (ii) materials you provide that infringe third-party rights, (iii) your end clients' use of deliverables you re-sold, or (iv) your violation of any applicable law.
• We indemnify you. Against claims that the work we created specifically for your engagement infringes a third party's registered copyright, trademark, or trade-secret rights (subject to the cap in § IX).
• Process. The indemnifying party controls defense and settlement, gets prompt notice of the claim, and is allowed reasonable cooperation. The indemnified party can participate at its own expense.

Termination

• For convenience (retainers). Either party may end a retainer with thirty (30) days' written notice. We finish the in-flight sprint; you pay through the notice period.
• For convenience (projects). You may terminate a fixed-scope project at any time. You pay for work completed plus reasonable wind-down costs. We deliver work-in-progress in its current state on receipt of final payment.
• For cause. Either party may terminate immediately on a material, uncured breach. The breaching party has fifteen (15) days from written notice to cure.
• Survival. Sections governing IP (§ IV), confidentiality (§ VI), payment (§ VII), liability (§ IX), indemnification (§ X), and dispute resolution (§ XIII) survive termination.

Data processing

Dispute resolution

Three steps, in order. Most disputes never make it past the first.

• Step 1 · Negotiation. 30 days of good-faith negotiation between the named senior owners on each side.
• Step 2 · Mediation. If negotiation doesn't resolve it, mediation under JAMS rules, conducted in English, with each side bearing its own costs.
• Step 3 · Arbitration. Final, binding arbitration under JAMS Comprehensive Arbitration Rules. The seat is Wilmington, Delaware; the language is English. The arbitrator's decision is final and enforceable in any court of competent jurisdiction.

Governing law

Changes

Standing miscellany

• Severability. If a provision is unenforceable, the rest stays in effect; the unenforceable part is modified to the minimum needed to make it enforceable.
• Waiver. Failure to enforce a provision isn't a waiver of the right to enforce it later.
• Assignment. You can't assign these Terms (or an engagement under them) without our written consent. We can assign them as part of a merger, acquisition, or sale of substantially all of our assets.
• Force majeure. Neither party is liable for delays caused by events outside its reasonable control (natural disasters, war, pandemic, platform outages, network failures, government actions).
• Entire agreement. These Terms, the signed MSA / SOW / order form, and any DPA together form the entire agreement. They supersede prior oral or written communications on the same subject.
• Notices. Formal notices to Grovant go to [email protected] with confirmed delivery receipt. Notices to you go to the contact email named on the SOW.

Restricted industries

We decline engagements in the categories below. The list is non-exhaustive; we reserve the right to refuse any engagement on similar policy grounds without explanation.