Terms of Service

IMPORTANT LEGAL NOTICE: This document constitutes a legally binding agreement. Please read all sections carefully. Momentum recommends consulting a qualified legal professional for jurisdiction-specific guidance.

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Momentum ("we," "us," or "our"), a marketing agency registered in Karachi, Pakistan, operating through www.themomentumhq.com.

By accessing our website, submitting an enquiry, entering into a service agreement, or making any payment, you confirm that you have read, understood, and agree to be bound by these Terms. If you are acting on behalf of a company or organisation, you represent that you have authority to bind that entity.

2. Services Offered

Momentum provides professional marketing and growth services, including but not limited to:

• Marketing strategy and campaign management
• Search Engine Optimisation (SEO)
• Content strategy and planning
• Social media management
• Branding and brand identity development
• Content management and production
• Fractional Chief Marketing Officer (CMO) services

The specific scope, deliverables, timelines, and fees for each engagement are set out in a separately executed Statement of Work (SOW), proposal, or service agreement (collectively, "Service Agreement"). In the event of conflict between these Terms and a Service Agreement, the Service Agreement shall prevail for the specific services unless otherwise stated.

3. Minimum Contract Term

All retainer engagements are subject to a minimum contract term of 3 (three) months. Clients may not terminate a retainer agreement before the expiry of this minimum term except as provided under Section 11 (Immediate Termination). Upon completion of the minimum term, the engagement continues on a rolling monthly basis until terminated in accordance with these Terms.

4. Payment Terms

4.1 Monthly Retainers

• Retainer fees are invoiced monthly in advance on the agreed billing date
• Payment is due within the timeframe specified in the relevant invoice
• Retainer services commence upon receipt of cleared first-month payment
• If a client cancels mid-month, the full month's retainer fee remains due and payable in its entirety — no proration will be applied

4.2 One-Time & Project Payments

• A non-refundable deposit of 50% of the total project fee is required before any work commences
• The remaining 50% balance is due upon project completion or delivery as specified in the Service Agreement
• Where project milestones are agreed, payment schedules will be set out in the relevant Service Agreement

4.3 Late Payment

IMPORTANT: Invoices unpaid after 4 (four) working days from the invoice due date will automatically incur a late payment surcharge of 10% of the outstanding invoice amount.

• If payment is not received within 5 (five) working days of the invoice due date, Momentum reserves the right to immediately pause all active work and services without further notice
• Work will not resume until all overdue amounts, including the 10% late fee, are paid in full
• Clients are responsible for any legal or collection costs incurred in recovering overdue amounts

4.4 Currency & Taxes

All fees are stated in the currency agreed in the Service Agreement. Clients are responsible for applicable taxes or duties in their jurisdiction. Momentum will apply any taxes required under Pakistani law where applicable.

5. Cancellation of Retainer Agreements

5.1 Client-Initiated Cancellation

• Clients must provide a minimum of 30 (thirty) days' written notice to cancel a monthly retainer, sent to legal@themomentumhq.com
• Notice may only be given after the 3-month minimum contract term has been completed
• The full month's retainer fee is owed for any month in which notice falls, regardless of the date notice is given — no proration applies
• During the notice period, Momentum will continue delivering services and the client remains obligated to pay all fees

5.2 Retainer Pause

• A client may request to pause their retainer engagement once per contract term
• A minimum of 14 (fourteen) days' written notice is required to initiate a pause
• During the pause period, no services will be delivered and no retainer fees will be charged
• The pause period does not count toward the notice period for cancellation
• The engagement resumes automatically at the end of the agreed pause period unless the client provides written notice of termination in accordance with Section 5.1

5.3 Momentum-Initiated Cancellation

• Momentum may terminate a retainer engagement by providing 30 (thirty) days' written notice to the client
• In such cases, Momentum will deliver all work in progress up to the termination date and will issue a pro-rata refund for any prepaid fees covering the period beyond the termination date

6. Cancellation of One-Time Projects

6.1 Client-Initiated Cancellation

• Cancellations made within 48 (forty-eight) hours of signing a project agreement or payment of deposit will incur a kill fee of USD $100, which will be deducted from any refundable amounts
• Cancellations made after work has commenced will result in forfeiture of the 50% deposit
• Any work completed beyond the deposit value at the time of cancellation will be invoiced on a pro-rata basis and is due within 7 (seven) calendar days
• All completed work and deliverables will be provided to the client upon settlement of all outstanding balances

7. Refund Policy

Momentum operates a strict no-refund policy for services that have been delivered or are actively in progress.

Refunds will only be considered in the following specific circumstance:

• A client has paid retainer fees in full for one or more future months that they will not be utilising, due to a termination or cancellation that has been accepted by Momentum in writing

In such cases, the prepaid amount for unutilised months only (not the current or notice period months) may be refunded at Momentum's discretion.

For the avoidance of doubt:

• No refunds are issued for months in which services have been delivered, whether partially or in full
• No refunds are issued on deposits for one-time projects
• No refunds are issued for dissatisfaction with results, as marketing outcomes are subject to factors beyond Momentum's control

8. Delivery of Work

Momentum will deliver all completed work and deliverables to the client upon settlement of all outstanding fees, regardless of whether the client elects to use or publish the delivered materials. The client's decision not to use delivered work does not entitle them to a refund or reduction in fees.

9. Client Responsibilities & Approval

9.1 Client Obligations

• Provide timely access to required accounts, brand assets, and information
• Designate an authorised point of contact for approvals and feedback
• Ensure all materials provided to Momentum are legally owned or licensed by the client

9.2 Revision Policy

• Each deliverable includes up to 3 (three) rounds of revisions within the agreed scope
• Additional revision rounds beyond the included 3 will be quoted and charged separately prior to commencement
• Revision requests must be submitted in consolidated written form — piecemeal or sequential revision requests within a single round will be treated as one round

9.3 Approval & Sign-Off

• The client must provide written approval or consolidated feedback on submitted deliverables within 3 (three) business days of delivery
• If no feedback or approval is received within 3 business days, the deliverable will be deemed approved and accepted by the client
• Momentum shall not be liable for delays, missed deadlines, or additional costs arising from the client's failure to provide timely approvals

9.4 Scope Creep

Any requests for work, deliverables, or outcomes that fall outside the scope defined in the Service Agreement will be treated as out-of-scope and will require a separate written quote and approval before Momentum proceeds.

10. Client Unresponsiveness

If a client becomes unresponsive and fails to communicate for a period that materially impacts Momentum's ability to deliver services:

• Momentum will issue an invoice for all billable work completed to date
• All active work will be paused immediately
• Any content scheduled in advance across platforms, channels, or tools will also be paused or removed pending restoration of communication

11. Immediate Termination

Momentum reserves the right to terminate any engagement immediately and without notice in the following circumstances:

• The client engages in unprofessional conduct toward Momentum's team members, contractors, or partners
• There is a fundamental misalignment on work ethics, values, or outcome expectations
• The client requests or pressures Momentum to engage in unethical, deceptive, or illegal practices
• The client is in material breach of these Terms or the Service Agreement
• The client becomes insolvent, enters administration, or ceases to operate

12. Non-Solicitation

The client agrees that during the term of the engagement and for a period of 12 (twelve) months following the end of the engagement, the client shall not, directly or indirectly solicit, recruit, or attempt to hire any current or former Momentum employee, contractor, or team member.

13. Intellectual Property

13.1 Client-Owned Materials

All materials, data, and brand assets provided by the client remain the exclusive property of the client.

13.2 Momentum Deliverables

Upon receipt of full and final payment of all outstanding fees, Momentum assigns to the client all intellectual property rights in the final deliverables produced specifically for the client.

13.3 Portfolio Rights

Unless otherwise agreed in writing, Momentum reserves the right to reference the client's name and include anonymised or approved examples of work in its portfolio.

14. Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party.

15. Representations & Warranties

Momentum warrants that services will be performed with reasonable skill, care, and diligence. The client warrants that all materials provided to Momentum are accurate and do not infringe any third-party rights.

16. Disclaimer of Warranties

While we apply industry expertise and strategic rigour, we do not guarantee specific business outcomes, including but not limited to search engine rankings, lead volumes, revenue growth, or return on marketing investment.

17. Limitation of Liability

Momentum's total aggregate liability for any claim shall not exceed the total fees paid by the client in the 3 months immediately preceding the event.

18. Indemnification

The client agrees to indemnify and hold harmless Momentum from and against any claims, damages, losses, and costs arising out of the client's breach of these Terms.

19. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan. In the event of any dispute, the parties agree to first attempt resolution through good-faith negotiation.

20. Acceptable Use

• You may not use our services for any unlawful, fraudulent, or harmful purpose
• You may not transmit spam, viruses, or malicious code
• You may not misrepresent your identity or authority

21. Contact Information

Company: Momentum
Email: legal@themomentumhq.com
Address: Momentum, Karachi, Pakistan
Website: www.themomentumhq.com