Last updated: 26 July 2026 · Version: 2.0
This Master Service Agreement (the "Agreement") governs all marketing services provided by ES Studios. It applies to every service and add-on we offer and supersedes any prior service agreement between the parties.
This Agreement is between TH Technology Ltd, a company registered in England & Wales (registered office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom), trading as "ES Studios" ("Provider," "we," "us," or "our"), and any business that purchases or uses any ES Studios service ("Client," "you," or "your").
By commencing service with ES Studios, Client agrees to be bound by this Agreement in full. No signature is required.
ES Studios offers a connected system of local-marketing services. Client's specific package and any add-ons are as selected and agreed at the time of purchase. Depending on that selection, the Services may include any of the following, delivered on an ongoing monthly basis unless stated otherwise:
SMS & email automation credits. A one-time US$5 credit toward SMS and email automation is included to start Client's automations. Once used, each SMS/MMS send is billed per message at Twilio's published pricing and each email at the platform's published rate. The starter credit is a single allowance and does not reset monthly. Client can set sending caps within the CRM to control cost. Send charges are billed to the same payment method as the monthly fee.
Provider does not guarantee any specific outcome — not rankings, lead volume, review counts, conversions, revenue, or any timeframe to achieve them. Google, Apple, the major directories, the CRM platform, and the AI search engines control their own algorithms and platforms, and any honest provider will say so plainly.
What Provider commits to is performing the Services selected by Client each month, consistently, using the methods Provider has refined across many similar businesses. The system is built on the principle that consistent, compounding work produces compounding results over time; the longer it runs, the more cumulative effect it has. Historical observations across other clients are not predictive of any specific outcome for Client.
If results are not meeting expectations, Provider welcomes a conversation and can adjust the strategy for Client's market. Email [email protected] to request an account review.
Provider tracks performance across the components of Client's package, including Google Business Profile metrics (search/map views, website clicks, direction requests, calls), keyword positions and heatmaps, a tracked local competitor comparison, review count/rating/response rate, website traffic and form/Smart-Estimator submissions, CRM pipeline and missed-call text-back activity, and social reach where platforms provide it.
Attribution. Organic and local-search attribution is not as clean as paid advertising. Because the system spans Google Search, Maps, AI search platforms, Apple Maps, Bing, and dozens of directories, the customer journey varies and no single link captures every lead. Provider tracks everything available and reports on growth in visibility, lead volume, and downstream activity over time. Granular source attribution (asking customers directly) is typically handled on Client's side.
Schedule. A monthly summary is delivered on or before the 1st of each month; weekly activity summaries are provided on a best-efforts basis; significant changes are flagged between reports; and real-time pipeline, inbox, and lead activity is available in the CRM at any time.
For the system to work as designed, Client agrees to the following.
Billing. The monthly fee is as agreed at purchase, billed on the same date each month in advance, processed automatically via the card on file through Stripe. Client keeps billing details current. All payments are in U.S. Dollars and are non-refundable, including on early cancellation, partial month, or suspension. Any setup fee is a one-time, non-refundable charge. Automation usage beyond the US$5 starter credit, domain fees, Stripe transaction fees on Client's own sales, Google Ads spend, and all applicable taxes (except taxes on Provider's net income) are Client's responsibility and separate from the monthly fee.
Failed payments. If a payment fails, Provider will notify Client and re-attempt the charge. Client must update payment details within 5 business days. If not received, Provider may suspend the Service until the balance clears. Provider is not liable for any ranking impact, lead loss, or downtime caused by a suspension resulting from non-payment.
Fee changes. Provider may change the monthly fee on at least 30 days' written notice. Continued use after the change constitutes acceptance; Client's sole recourse if they object is to cancel under the terms below.
Cancellation (30-day).
On cancellation — website. Provider's hosting and maintenance end with the Service. Within 30 days of the effective date, on Client's written request, Provider will provide either a standard WordPress export (XML: pages, posts, media) or a separately quoted migration package. If Client wishes to keep the site live, Client arranges their own hosting; Provider may take the site offline after the effective date. Client owns their content (supplied text, photos, brand assets) at all times; the custom theme, configurations, and proprietary tooling remain Provider IP under Section 7.
On cancellation — data. On written request within 30 days, Provider will provide a CSV export of Client's CRM contacts and pipeline. Lists used solely for the review reactivation campaign are deleted on cancellation unless an export is requested. Provider may retain anonymized, aggregated data under Section 8.6.
Note: rankings, citation freshness, and review velocity built during the Service are expected to decline after cancellation, because search platforms reward ongoing activity. Provider will not deliberately take any action designed to harm Client's profile, listings, or website at any time, before or after cancellation.
7.1 Provider IP. As between the parties, Provider owns and retains all rights in the services, methodologies, tools, software integrations, ranking strategies, content templates, custom WordPress theme, reporting frameworks, and all improvements and derivatives ("Provider Intellectual Property"). This Agreement transfers no title in Provider IP to Client.
7.2 Content produced for Client. Posts, FAQs, schema, website pages, and social content produced for Client using Client's brand, images, and information are licensed to Client for use during the Service period. On cancellation, Client may retain materials already published to platforms Client controls. Provider has no obligation to deliver unpublished or internal assets.
7.3 Client-provided materials. Client retains ownership of all images, logos, brand materials, business information, and customer data provided, and grants Provider a non-exclusive license to use them solely to deliver the Services. Client warrants they have the right to grant this license and that customer data is handled per Section 5.
7.4 Third-party platforms. Provider uses third-party platforms including the CRM/automation platform and its mobile app, Twilio (SMS/MMS), Stripe (payments), WordPress, citation services, and the publishing APIs of Google, Facebook, Instagram, and YouTube. Provider's ability to deliver certain features depends on those platforms; if a platform materially changes, restricts, or discontinues a feature, Provider will adapt the Service accordingly and is not in breach for resulting changes. Client is bound by the terms of any third-party platform they directly use (notably Stripe, Google Ads, and the CRM mobile app).
7.5 Feedback. Provider may incorporate any feedback or suggestions from Client into its services and tools with no obligation of compensation or confidentiality.
7.6 Case studies. Provider may, with Client's reasonable cooperation, produce case studies, testimonials, and before/after screenshots referencing Client's results. Client may request that identifying details be anonymized, and Provider will respect such requests where reasonably practical.
8.1 Disclaimer. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND DOES NOT WARRANT ANY SPECIFIC RANKING, LEAD VOLUME, REVIEW COUNT, REVENUE, OR OTHER OUTCOME. CLIENT'S USE OF THE SERVICE IS AT CLIENT'S OWN RISK.
8.2 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST PROFITS, INCLUDING FROM LOSS OF DATA, RANKINGS, OR LEADS. PROVIDER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE AMOUNTS PAID TO PROVIDER IN THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
8.3 Indemnification. Client agrees to indemnify, defend, and hold harmless Provider and its officers, employees, and agents from any third-party claim arising from: (a) Client's use of the Services; (b) Client's breach of this Agreement; (c) inaccurate or infringing materials provided by Client; (d) any customer list or communication that violates the TCPA, CAN-SPAM Act, Telephone Sales Rule, CASL, or other applicable law; or (e) Client's relationship with Stripe, Google Ads, or any other third-party platform.
8.4 Platform decisions are not Provider's decisions. Provider's work complies with the published guidelines of the platforms it operates on and does not use out-of-compliance tactics. Google, Apple, the directories, and the AI search platforms act at their sole discretion and may change rankings, listings, profiles, or reviews at any time. No outcome specific to a platform's own decisions can be guaranteed; nothing Provider does is intentionally designed to put Client's profile, listings, or website at risk.
8.5 Confidentiality. Each party will keep the other's business information, pricing, customer data, and strategies confidential during the Service and for two years after cancellation, except for information that is publicly available through no fault of the receiving party. The parties acknowledge that a breach may cause irreparable harm and that the non-breaching party may seek injunctive relief without posting a bond, in addition to other remedies.
8.6 Privacy & data. Provider may use aggregated, anonymized data from delivering the Services for internal purposes and aggregate case studies. Provider will not disclose Client's identifiable business or customer data except as required by law, as necessary to deliver the Services (e.g. transmitting phone numbers to the SMS provider to send messages Client requested), or with Client's written consent. Provider handles personal data in accordance with applicable privacy laws and the Data Processing Agreement, which forms part of this Agreement.
8.7 Force majeure. Neither party is liable for failure to perform to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications outages, third-party platform outages, or pandemic.
8.8 Governing law & dispute resolution. This Agreement is governed by the laws of the State of California, USA, without regard to conflict-of-laws principles. Any dispute that cannot be resolved informally shall be resolved by binding arbitration in Los Angeles, California, under the Commercial Arbitration Rules of the American Arbitration Association. Neither party may bring a claim more than one year after the cause of action arose. Each party bears its own legal costs. The parties acknowledge that Provider is TH Technology Ltd, a UK-registered company, and agree to California law and forum for this commercial relationship notwithstanding Provider's place of registration.
8.9 Amendments. Provider may publish updated versions of this Agreement at the URL where it is hosted; material changes will be communicated to active Clients with at least 30 days' notice, and continued use after such notice constitutes acceptance.
8.10 Entire agreement & severability. This Agreement, together with the Privacy Policy and Data Processing Agreement, is the entire agreement between the parties and supersedes all prior discussions and agreements between them. If any provision is unenforceable, the remainder continues in full force.
8.11 Assignment. Client may not assign this Agreement without Provider's written consent. Provider may assign it to a successor in a merger, acquisition, or sale of substantially all its assets, on the same terms.
8.12 Survival. The following survive termination: Section 5 (consent warranty), Section 6 (data-export obligations), Section 7 (IP), and Sections 8.2, 8.3, 8.5, 8.6, and 8.8.
No signature is required. By purchasing, subscribing to, or continuing to use any ES Studios service, Client confirms they have read, understood, and agree to be bound by this Agreement in full. Questions before starting? Email [email protected] or book a call at ericscottstudios.com.