These Terms and Conditions ("Terms," "Agreement") are entered into by and between International Consulting Services ("ICS," "we," "us," or "our") and you, the client ("you," "Customer"). Please read these Terms carefully. By accessing intconsultingservices.com (the "Site") or engaging any of our services, you agree to be bound by these Terms. If you do not accept these Terms, you may not use the Site or our services.
1. General Provisions & Definitions
ICS provides marketing, consulting, and data services — including affiliate marketing, influencer marketing, paid media, SEO, generative engine optimization (GEO), content strategy, AI-driven search optimization, performance reporting, and related advisory services (collectively, the "Services"). By using the Services, you agree to be bound by this Agreement.
We reserve the right, at any time and in our sole discretion, to update or change any or all of these Terms. If we do so, we will post the modified Terms at www.intconsultingservices.com and update the "Last updated" date above. Continued use of the Site or Services after changes are posted constitutes your acceptance of those changes. You are responsible for regularly reviewing the most current version of these Terms.
If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.
"Account" means an account used to access the Services or client portal.
"Agreement" means these Terms, including any Statement of Work ("SOW"), Master Services Agreement, proposal, or order form referenced or executed between you and ICS.
"Applicable Law" means the laws of the United States and the State of Florida.
"Authorized User" means individuals authorized by you to access the Services on your behalf, including your employees, consultants, contractors, or agents.
"Confidential Information" means all non-public information disclosed by either party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, designated as confidential or reasonably understood to be confidential. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) independently developed without reference to the Disclosing Party's information; (c) lawfully received from a third party without restriction; or (d) disclosed with the Disclosing Party's prior written approval.
"Customer Content" means all information, data, materials, brand assets, creative, copy, images, photos, videos, audio, documents, ad accounts, analytics access, tracking data, customer lists, and any other content in any media or format provided or made available to ICS by you or on your behalf in connection with the Services.
"Data" means content, information, and Confidential Information relating to your business — including technical, commercial, performance, and audience information concerning you, your parent company, or your subsidiaries — that ICS receives, processes, or generates in providing the Services.
"Deliverables" means any reports, audits, strategies, creative concepts, content, dashboards, recommendations, or other work product produced by ICS for you under this Agreement.
"Intellectual Property Rights" means all copyrights, moral rights, trademarks, trade names, patents, utility models, designs, database rights, trade secrets, and any other industrial or intellectual property rights, whether registered or unregistered, anywhere in the world.
"Local Applicable Laws" means all applicable local, state, national, and international laws and regulations that apply where you use the Site or Services.
"Plan" / "Subscription" means the recurring service package you have engaged with ICS, as described in your SOW, proposal, or order form. All Plans are billed on a month-to-month basis unless otherwise expressly agreed in writing.
"Service Fees" means the fees payable for the Services as set out in your SOW, proposal, or order form.
"Site" means https://www.intconsultingservices.com and all sub-pages.
"Supported Platforms" means the third-party platforms ICS may interact with on your behalf, including but not limited to Google, Meta (Facebook, Instagram), LinkedIn, X (Twitter), YouTube, TikTok, Pinterest, affiliate networks, ad exchanges, AI search engines (ChatGPT, Perplexity, Google AI Overviews), CMS and analytics platforms.
"Taxes" means all sales, use, value added, excise, and similar taxes, duties, levies, and assessments imposed by any governmental authority on the Services, excluding taxes on ICS's net income.
"Third Party" means any person, whether natural or legal, that is neither you nor ICS.
2. Account Registration, Access & Disclosure
2.1 To engage the Services, you may be required to create an Account or be onboarded through a proposal, SOW, or order form. You agree to provide complete and accurate information and to keep that information current. You are responsible for safeguarding any login credentials and for all activity that occurs under your Account. ICS is not responsible for unauthorized access resulting from your failure to keep credentials secure.
2.2 If you are using the Site or Services on behalf of a legal entity, you must provide the legal entity's name during onboarding and you represent that you are authorized to bind that entity. You and the entity are jointly and severally liable under this Agreement.
2.3 You may not share, sublicense, resell, or transfer access to the Services to any third party without our prior written consent.
3. Subscription Term & Billing
3.1 Month-to-month. Unless otherwise expressly agreed in a signed SOW, all Plans and Subscriptions are provided on a month-to-month basis. Each monthly term automatically renews for an additional one-month term unless cancelled in accordance with Section 6.
3.2 Billing. Service Fees are due at the start of each monthly billing cycle. You authorize ICS (or our payment processor) to charge your designated payment method for all Service Fees, recurring charges, taxes, and approved out-of-pocket expenses.
3.3 Late payment. Invoices not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. ICS may suspend Services for any account more than 10 days past due without further notice.
3.4 Taxes. All fees are exclusive of Taxes. You are responsible for all applicable Taxes other than taxes on ICS's net income.
3.5 Media spend. Any paid media budget (ad spend) is separate from ICS Service Fees, billed directly by the relevant platform or pre-funded to ICS as agreed in your SOW. Pre-funded media is non-refundable once committed to a campaign.
4. No Refunds — All Sales Final
ALL FEES PAID TO ICS ARE NON-REFUNDABLE. ALL SALES ARE FINAL. ICS DOES NOT REQUIRE OR ACCEPT REFUNDABLE DEPOSITS, AND NO DEPOSIT, RETAINER, MONTHLY FEE, SETUP FEE, MEDIA PRE-FUND, OR OTHER PAYMENT WILL BE REFUNDED IN WHOLE OR IN PART FOR ANY REASON, including without limitation: cancellation, early termination, dissatisfaction with results, change in your business needs, failure to use the Services, delays caused by you or third parties, or suspension of Services for breach of this Agreement.
You expressly acknowledge and agree to this no-refund policy as a material condition of engaging ICS. You waive any right to chargeback, dispute, or otherwise reverse any payment properly charged under this Agreement.
5. Customer Content & Data Processing
5.1 You grant ICS a non-exclusive, worldwide, royalty-free license to access, store, process, transmit, and display Customer Content solely as necessary to provide the Services, generate Deliverables, and produce performance reporting.
5.2 You represent and warrant that (a) you own or have all necessary rights to provide the Customer Content to ICS; (b) the Customer Content does not infringe any third-party Intellectual Property Rights, privacy rights, or applicable law; and (c) you have obtained all required consents from any individuals whose personal data is included in Customer Content.
5.3 Data processor. When ICS processes personal data on your behalf in providing the Services, ICS acts as a data processor and you act as the data controller. ICS will process such personal data only on your documented instructions and in accordance with our Privacy Policy and any applicable Data Processing Addendum.
5.4 ICS will keep your Data and Confidential Information in the strictest confidence and will not disclose it to any unauthorized person. ICS will use Data only to the extent strictly necessary to perform the Services. All rights granted to ICS to use your Data are limited to the duration of this Agreement and our Privacy Policy.
6. Cancellation & Termination
6.1 Because Subscriptions are month-to-month, either party may cancel for any reason by providing written notice to the other party at least thirty (30) days before the end of the then-current monthly billing cycle. Cancellation takes effect at the end of the paid billing cycle in which notice is given; you remain responsible for fees through that date.
6.2 ICS may suspend or terminate Services immediately, without refund, if you (a) breach this Agreement; (b) fail to pay any amount when due; (c) misuse the Services; or (d) engage in conduct that exposes ICS to legal, reputational, or platform-policy risk.
6.3 No refund on termination. Consistent with Section 4, no fees previously paid to ICS will be refunded upon cancellation or termination for any reason, including termination by you for cause.
6.4 Upon termination, your right to access the Services ends. ICS will, upon written request made within thirty (30) days of termination, provide reasonable assistance with transition of Customer Content; additional fees may apply.
7. Intellectual Property
7.1 As between the parties, you retain all rights in Customer Content and in your pre-existing materials.
7.2 ICS retains all rights in its pre-existing methodologies, frameworks, templates, software, dashboards, know-how, and any general tools used to provide the Services.
7.3 Subject to full payment of all amounts due, ICS grants you a non-exclusive, perpetual license to use the Deliverables for your internal business purposes. Deliverables may not be resold, sublicensed, or used to provide competing services.
7.4 All content on the Site — including text, graphics, logos, and code — is owned by ICS or its licensors and protected by Intellectual Property Rights. You may not reproduce or redistribute it without written permission.
8. Confidentiality
Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and to use Confidential Information only as necessary to perform under this Agreement. This obligation survives termination for three (3) years, except for trade secrets, which are protected for as long as they remain trade secrets.
9. Disclaimers
THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ICS DOES NOT GUARANTEE ANY SPECIFIC RESULTS, RANKINGS, CONVERSIONS, REVENUE, ROI, OR OUTCOMES. Marketing outcomes depend on many factors outside our control, including market conditions, your product, your operations, and third-party platform changes.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE, OR THE SERVICES. ICS'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID BY YOU TO ICS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification
You agree to defend, indemnify, and hold harmless ICS and its officers, employees, contractors, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of (a) your breach of this Agreement; (b) Customer Content; (c) your products, services, or business practices; or (d) your misuse of the Site or Services.
12. Third-Party Platforms & Links
The Services rely on Supported Platforms and may link to third-party sites. ICS is not responsible for the availability, content, policies, or practices of any third party. Your use of any Supported Platform is governed by that platform's terms of service, and you are responsible for complying with them.
13. Acceptable Use
You agree not to (a) use the Services for any unlawful, deceptive, or fraudulent purpose; (b) attempt to gain unauthorized access to the Services or ICS systems; (c) interfere with or disrupt the Services; (d) use the Services to send spam or violate anti-spam laws; or (e) violate the terms of any Supported Platform. ICS may remove any Customer Content it deems in violation of this Agreement at its sole discretion.
14. Governing Law & Venue
This Agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-laws principles. Exclusive venue for any dispute lies in the state and federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction there.
15. Waiver
Our failure to enforce any provision of this Agreement at any time shall not waive our right to enforce that or any other provision at a later time.
16. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
17. Entire Agreement
This Agreement, together with any executed SOW, proposal, order form, Privacy Policy, and Data Processing Addendum, constitutes the entire agreement between you and ICS regarding the Services and supersedes all prior agreements, proposals, or communications. In the event of a conflict, an executed SOW or MSA controls over these Terms.
18. Changes
We may update these Terms from time to time. Continued use of the Site or Services after changes are posted constitutes acceptance.
19. Contact
International Consulting Services
16850 Collins Ave, Unit 181
Sunny Isles Beach, FL 33160
Phone: 1-888-995-7111
Email: legal@intconsultingservices.com