Terms of Service

1. Acceptance of Terms & Legal Capacity

By accessing or using the website of Benwil Solution (“Benwil Solution”, “we”, “our”, or “us”), submitting inquiry forms, requesting strategy roadmaps, or signing a formal Statement of Work (SOW) or proposal, you (“Client”, “User”, or “you”) agree to be legally bound by these Terms of Service (“Terms”).

If you enter into these Terms on behalf of a corporation, partnership, or legal entity, you represent and warrant that you possess the requisite authority to bind that entity to these provisions. If you do not possess such authority or do not agree with any part of these Terms, you must not access our platform or engage our agency services.

2. Description of Agency Services

Benwil Solution delivers strategic, technical, and creative services across digital disciplines, including:

3. Client Cooperation & Account Delegations

To enable timely and successful campaign or development execution, the Client agrees to:

• Timely Provision of Assets: Supply high-resolution logos, brand guidelines, product photography, editorial copy, and technical documentation within agreed timeframes.
• Delegated Platform Access: Grant standard administrative or manager access to Google Ads, Meta Business Manager, Google Analytics 4, hosting providers, or code repositories required for execution.
• Prompt Review Cycles: Provide written feedback, revision requests, or milestone sign-offs within five (5) business days of deliverable submission to avoid project schedule delays.
• Lawful Content Warranties: Ensure all materials, data, trademarks, and content supplied to Benwil Solution do not infringe upon any third-party intellectual property or violate applicable commercial advertising statutes.

4. Statements of Work (SOW) & Milestone Delivery

Individual projects are executed under mutually executed Statements of Work (SOW) or commercial proposals outlining specific deliverables, target launch dates, and milestone schedules.

Any material modification to project scope (e.g., adding net-new software features, changing design themes after sign-off, or adding extra landing pages) will be documented via a formal Change Request and billed at our standard hourly engineering rate or as a fixed addendum.

5. Fees, Billing Schedules & Retainers

Fees for services are established in the applicable SOW or monthly retainer agreement. The following terms govern all billing transactions:

• Monthly Retainers: Retainers (e.g., ongoing SEO, Google Ads management, social media buying) are billed in advance on a thirty (30) day recurring cycle and are payable upon receipt.
• Fixed-Scope Projects: Web engineering and software builds require a minimum upfront commencement deposit (typically 50%), with remaining payments tied to milestone sign-offs and production deployment.
• Payment Terms: Invoices are payable within seven (7) calendar days of invoice date unless otherwise specified in the SOW.
• Late Payments: Overdue invoices incur interest at 1.5% per month (or the maximum statutory limit, whichever is less). Benwil Solution reserves the right to suspend ongoing ad management or freeze staging deployments if an invoice remains unpaid past fifteen (15) days.

6. Media Spend & Platform Billing Separation

To preserve financial transparency and client account autonomy:

7. Intellectual Property Rights & Ownership

8. Confidentiality & Mutual Non-Disclosure

Both parties agree that all non-public information disclosed during the commercial engagement, including business plans, customer databases, revenue metrics, conversion rates, software architectures, and marketing roadmaps, shall be treated as strictly confidential.

Neither party shall disclose confidential information to any third party without prior written consent, except to employees, contractors, and legal advisors bound by equivalent confidentiality covenants. This obligation survives termination of the contract for three (3) years.

9. Portfolio & Case Study Marketing Rights

Unless expressly prohibited in a mutually executed standalone Non-Disclosure Agreement (NDA) or SOW, the Client grants Benwil Solution a non-exclusive, royalty-free license to:

• Display the Client’s business name, trademarked logo, and sanitized website screenshots on our agency website (https://benwil.org) and marketing decks.
• Publish anonymized or percentage-based performance metrics (e.g., “4.2x ROAS achieved for a leading consumer brand”) in our case study archives.

10. Performance & Search Engine Disclaimers

11. Limitation of Liability

To the maximum extent permissible under applicable law:

• Exclusion of Consequential Damages: In no event shall Benwil Solution, its directors, officers, engineers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, business interruption, loss of data, or goodwill) arising out of or in connection with our services.
• Aggregate Liability Cap: Benwil Solution’s cumulative, aggregate liability for all claims arising out of an engagement shall be strictly capped at the total service fees actually paid by the Client to Benwil Solution under the applicable SOW in the three (3) months immediately preceding the event giving rise to the claim.

12. Warranties & 30-Day Post-Launch Support

For bespoke web and custom software development projects, Benwil Solution provides a thirty (30) day post-launch warranty period commencing on the date of public deployment. During this warranty window, Benwil Solution will remediate any critical defects, broken responsive layouts, or verified software bugs relative to the agreed SOW specifications at no additional cost.

This warranty excludes issues caused by Client tampering, third-party plugin conflicts installed after deployment, hosting platform outages, or changes requested outside the original functional specifications.

13. Term, Renewal & Termination

• Monthly Retainer Contracts: Either party may terminate a monthly recurring retainer by providing at least thirty (30) calendar days written notice via email prior to the next billing cycle.
• Termination for Cause: Either party may immediately terminate an engagement if the other party commits a material breach of these Terms and fails to cure such breach within fourteen (14) days of written notice.
• Post-Termination Transition: Upon termination, the Client remains liable for all fees accrued up to the effective termination date. Upon settlement of outstanding balances, Benwil Solution will transfer all relevant project assets and credentials to the Client.

14. Third-Party Platform Policies & Disruptions

Benwil Solution cannot be held liable for suspensions, ad rejections, account limitations, or algorithm adjustments enacted unilaterally by third-party platforms (including Google Ads, Meta Business Manager, Cloudflare, or Vercel). Benwil Solution will exercise reasonable professional diligence to dispute false-positive ad disapprovals and adapt campaign configurations in compliance with third-party policies.

15. Mutual Indemnification

The Client agrees to defend, indemnify, and hold harmless Benwil Solution and its employees from and against any third-party claims, liabilities, damages, and legal costs arising from: (a) content, images, or claims supplied by the Client that infringe on third-party IP; (b) the Client’s products, services, or business operations; or (c) Client violations of commercial trade regulations.

16. Governing Law & Dispute Resolution

These Terms of Service and all related Statements of Work shall be governed by and construed in accordance with the substantive laws of Bangladesh, without giving effect to conflict-of-law principles.

In the event of any commercial disagreement or dispute, both parties commit to thirty (30) days of good-faith senior executive negotiation. If unresolved, the dispute shall be submitted to final and binding arbitration administered in Chattogram or Dhaka, Bangladesh, conducted in the English language.

17. Severability & Entire Agreement

If any provision of these Terms is deemed unlawful, void, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be deemed severable without affecting the validity and enforceability of the remaining provisions. These Terms, together with any executed SOW and our Privacy Policy, constitute the entire agreement between the parties regarding agency services.

18. Contact & Formal Legal Notices

All formal legal notices, contract communications, or questions concerning these Terms should be delivered to: