Terms of Service

These terms cover two things: using oneirly.com, and hiring us for marketing work. Please read sections 5 to 10 before you sign anything. They cover money, notice and what we can and can't promise.

1. Who we are

oneirly.com is run by Oneirly Digital Marketing LLC, a Wyoming limited liability company.

30 N Gould St, STE R
Sheridan, WY 82801, USA
admin@oneirly.com · +1 (475) 652-1487

That address belongs to our registered agent. It's where legal notices go, not an office you can visit.

"We", "us" and "Oneirly" mean Oneirly Digital Marketing LLC. "You" means the person or business using the site or hiring us. If you accept these terms for a business, you confirm you're allowed to bind it.

2. Using this website

What's on oneirly.com, including prices, service descriptions, articles and the fee calculator, is general information. It isn't an offer we're bound to, and it isn't legal, tax or financial advice. The calculator gives a rough estimate from what you type. It isn't a quote.

Please don't misuse the site: no automated form submissions, no attempts to break or overload it, and no copying our content to pass off as your own. You're welcome to quote or link to an article with credit.

3. How work is agreed

Retainers and packages start with a written proposal or Statement of Work (SOW). The SOW sets the services, fee, start date, initial term and any limits, such as platforms and spend covered. These terms apply to every SOW. If an SOW and these terms disagree, the signed SOW wins for that engagement, but only where it says so in writing.

Fixed-price audits and setups are bought on their pages, by card through Stripe or by invoice. The item page sets out the deliverables, turnaround and the access we need, and that page plus these terms is the agreement. Your payment or invoice request is an order. It becomes a contract when we send the kickoff email. If we can't take the order (for example, because of a conflict of interest or because the work isn't something we can do well), we'll tell you and refund the full amount.

The free audit call is a free conversation and a short written note. It isn't the paid Ads Account Audit, and it doesn't create any obligation on either side.

4. The services

We provide paid search and paid social management, SEO and local SEO, e-commerce and B2B programs, landing pages, tracking setup, email and retention work, audits and related consulting. Each engagement covers what its SOW or item page lists, nothing more.

Work outside that scope is billed at $135 an hour in blocks of at least 2 hours, and only after you approve it in writing (email is fine). We'll tell you before we start anything that would cost extra.

We may use subcontractors bound by confidentiality. We stay responsible for their work.

5. Invoicing and payment

All prices are in US dollars and exclude sales tax, VAT and similar taxes. We add tax only where the law requires it.

Retainers and packages are invoiced monthly in advance, at the start of each billing month. You pay by bank transfer, ACH, or card through a Stripe-hosted invoice link. We don't store your card or charge it automatically. Each invoice is a separate payment you make.

Percentage-of-spend fees. For ad management priced as "12% of combined spend or the minimum, whichever is higher", the monthly minimum (or the package fee) is invoiced in advance. Any amount above it, including the reduced rate on spend above $40,000 or above a package's spend cap, is invoiced in arrears, based on the previous month's spend as reported by the ad platforms.

Fixed-price items are paid in full up front, either through Stripe Checkout or by invoice. With an invoice, work starts once it's paid.

Due date. Invoices are due 14 days after the invoice date (net 14).

If you think an invoice is wrong, tell us in writing within 14 days of its date. Please pay the part you don't dispute on time; we won't charge a late fee on the disputed part while we sort it out in good faith.

Late payment

Overdue amounts carry a late fee of 1.5% per month or the maximum rate the law allows, whichever is lower, from the due date until paid.

If an invoice is more than 14 days overdue, we may pause work after giving you 5 business days' written notice. If it's more than 30 days overdue, we may end the engagement. Time spent paused doesn't extend an initial term, and fees for that time stay payable.

Price changes

We won't raise a retainer price during its initial term. After that, we'll give you at least 30 days' notice by email, and a new price applies only from the start of a billing month.

6. Initial terms and cancelling

Every retainer and package starts with an initial term:

After the initial term, the engagement runs month to month until either of us ends it with 30 days' written notice. Email to admin@oneirly.com counts as written notice.

Giving notice during the initial term. You can give notice at any time. The engagement then ends on whichever comes later: the last day of the initial term, or 30 days after your notice.

Stopping early. If you want work to stop before the initial term ends, the fees for the rest of the initial term remain payable, unless we agree in writing to waive them. That means the monthly fee for each remaining month, or, for percentage-of-spend management, the monthly minimum for each remaining month. We'll put them on one final invoice, due in 14 days.

The last month. If an engagement ends partway through a billing month, the final invoice covers the days up to the end date.

Changing package. Moving up takes effect from the next billing month. Moving down waits until the current initial term ends. Moving into a package with a longer initial term starts that package's initial term.

If we end it. We can end a retainer on 30 days' written notice for any reason, or straight away if you seriously breach these terms or an SOW and don't fix it within 14 days of our notice, or under section 5 for non-payment. If we end it for any reason other than your breach or non-payment, you don't owe the rest of the initial term, and we refund any prepaid month we won't deliver.

Handover. Within 10 business days of the end date, we send you the working documents for work you've paid for and remove our access to your accounts. If you'd like us out sooner, just ask.

Refunds are covered in our Refund & Cancellation Policy.

7. Ad spend and third-party costs

You pay the ad platforms (Google, Meta, Microsoft, LinkedIn and others) directly, with your own payment method, in your own accounts. We don't hold, mark up or resell ad spend, and we can't refund it. Any credit, refund or billing dispute about spend is between you and the platform.

We work to the budgets you approve. Platforms can spend more than a daily budget on some days and balance it over the month; that's how their systems work and is outside our control.

Software and services used in your accounts, such as an email platform, Shopify apps or call tracking, are billed to you by their providers unless the SOW says otherwise.

8. Your accounts

You own your ad accounts, analytics properties, tag manager containers, Google Business Profile, product feeds, email platform, landing-page files and data. Any new account we set up for you is created in your name, under your business.

We ask for user or manager access, never your passwords. You can remove our access at any time. If you do that during an engagement, it may stop us doing the work, but it doesn't end the engagement or the fees; to end it, give notice under section 6. When an engagement ends, we remove our own access.

We don't launch new campaigns or raise budgets above the agreed level without your approval. Email counts.

9. What we need from you

• Timely access, information and approvals. If we're waiting on you, deadlines move by the same amount.
• Accurate, lawful content. You're responsible for the claims, offers, prices, product details and images you give us or approve, and for having the rights to use them, including trademarks.
• Compliance with each platform's policies for your business, products and offers, and with the laws that apply to your advertising and your customer data. For example, if we upload a customer list or set up consent mode, you need the right permissions from your customers to do that.
• One person who can make decisions for your side.

10. No guarantee of results

Search engines and ad platforms change their algorithms and policies regularly, and results depend on a lot of things outside our control — your market, your competitors, your budget, and your own site or offer included. We don't guarantee specific rankings, traffic, leads, conversions, ROAS, or revenue.

We also can't guarantee that a platform will approve an account, ad or product listing, or how long it will take. Any estimate, forecast or calculator result is an estimate, not a promise. What we do commit to is doing the work the SOW or item page describes, carefully and on the agreed schedule.

11. Platform changes and suspensions

Google, Meta, Microsoft, LinkedIn and other platforms can change their rules, algorithms, prices and features, and can disapprove ads or suspend accounts. These things are outside our control. They aren't grounds for a refund of fees for work already done, though we'll help you respond, within the scope you're paying for.

12. Intellectual property

You keep everything you had before working with us: your brand, content, data and accounts.

Once you've paid for it in full, you own the work we make specifically for you: ad copy, creative, landing pages, reports and campaign structures. We assign it to you, or license it to you where it's built on third-party material such as stock images or fonts, under those providers' terms.

We keep our own methods, templates, checklists and tools, and can reuse general know-how and non-confidential techniques for other clients. Audit reports are for the business that bought them; please don't resell or republish them.

We won't use your name, logo or results in our marketing without your written permission.

13. Confidentiality

We each keep the other's non-public business information confidential and use it only for the engagement. That doesn't cover information that is already public, that the other side already had, that was independently developed, or that the law or a court requires to be disclosed (with notice to the other side where allowed). This lasts for 3 years after the engagement ends, and indefinitely for trade secrets and personal data.

14. Data protection

When our work involves personal information about your customers, we act as your processor (or service provider) and our Data Processing Addendum applies. It forms part of these terms for that engagement. We send it with the SOW. Our Privacy Policy explains how we handle the information you and your team give us directly.

15. Limit of liability

To the extent the law allows:

• Our total liability for all claims arising from an engagement or these terms is limited to the fees you paid us in the 3 months before the event that caused the claim.
• Neither of us is liable for indirect, incidental, special or consequential losses, or for lost profits, revenue, data or goodwill, even if warned they were possible.

Nothing in these terms limits liability that can't be limited by law, such as liability for fraud.

16. Your indemnity

You agree to cover our reasonable losses and costs, including legal fees, from third-party claims arising from content, claims, offers, data or instructions you supplied or approved, or from your breach of a platform's policies or the law.

17. Promotions

FIRSTAUDIT20

• The offer: 20% off the base price of the Ads Account Audit. That takes it from $690 to $552.
• What it doesn't cover: the $290 charge for each additional ad account, which stays at full price, and any other service, package or audit.
• Who it's for: new clients only, meaning businesses that haven't had a paid engagement with Oneirly Digital Marketing LLC before. When you use the code, you confirm this by ticking a box. We rely on that confirmation; it isn't checked automatically.
• Limits: one use per business, for one ad account per order. It can't be combined with any other discount or offer, and it has no cash value.
• How to use it: enter the code on the Ads Account Audit page before you pay by card, or quote it when you request an invoice.
• When it ends: orders must be placed by 11:59 p.m. US Eastern time on January 31, 2027. We may end the offer earlier by updating this section. An order already placed with the code (a completed checkout or a sent invoice request) keeps the discount.
• If the confirmation isn't accurate: if a business that has worked with us before uses the code, we may invoice the $138 difference, or cancel the order and refund it in full before work starts.

Refunds on discounted orders are based on the amount you actually paid. See the Refund & Cancellation Policy.

18. Things outside anyone's control

Neither of us is responsible for delays caused by events beyond reasonable control, such as platform outages, natural disasters or internet failures. This doesn't excuse paying for work already done.

19. Notices and changes

Notices under these terms can be sent by email: to admin@oneirly.com for us, and to the address in your SOW or order for you. An email counts as received on the next business day after it's sent, unless the sender gets a delivery failure.

We may update these terms. The new version applies from the date at the top of this page. A signed SOW stays on the version in force when it was signed unless we both agree otherwise in writing.

20. Disputes and governing law

If something goes wrong, tell us in writing and we'll try to resolve it in good faith. Neither of us will start a court case until at least 30 days after that written notice, unless we need urgent relief to protect our rights.

These terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-law rules. Any dispute that isn't settled will be decided by the state or federal courts for Sheridan County, Wyoming, and we both agree to their jurisdiction. There's no arbitration requirement.

21. If you're a consumer in the EU or UK

Our services are designed for businesses. If you hire us as an individual consumer living in the European Union or the United Kingdom, for example as a sole trader acting outside your trade, nothing in these terms takes away the protections the law of your home country gives you and that can't be excluded by contract. That includes your right to bring a claim in your local courts and the 14-day withdrawal right described in our Refund & Cancellation Policy.

22. The rest

These terms, plus any SOW, item page, order and DPA, are the whole agreement between us about the work. If a court finds part of these terms unenforceable, the rest still applies. Neither of us may transfer the agreement without the other's consent, except that we may transfer it to a business that takes over ours. We're an independent contractor, not your employee or agent. If we don't enforce a right straight away, we haven't given it up.

Questions about these terms: admin@oneirly.com or +1 (475) 652-1487.