Terms and Conditions

1. Introduction
These Terms and Conditions ("Agreement") govern the provision of marketing services ("Services") by Never Ending Game Agency, also known as "NEG", "NEG Agency", or "Never Ending Game NEG Agency" ("Agency", "we", "us", "our"), to the client ("Client", "you", "your"). By engaging our Services, you agree to be bound by the terms of this Agreement without modification.

2. Services
2.1 Scope: The Agency will provide marketing services as outlined in the contract or proposal agreed upon by both parties.
2.2 Modifications: Any changes to the scope of Services must be agreed upon in writing by both parties. The Agency reserves the right to refuse any requested changes that are not feasible or that would significantly alter the original scope of work.

3. Payment Terms
3.1 Fees: The Client agrees to pay the fees as specified in the contract. All fees are due and payable within 30 days of the invoice date unless otherwise stated. Failure to pay on time will result in immediate suspension of Services.
3.2 Late Payments: Late payments will incur a late fee of 1.5% per month or the maximum rate permitted by law, whichever is less. Continued late payments will result in termination of the Agreement.
3.3 Expenses: The Client agrees to reimburse the Agency for any out-of-pocket expenses incurred in the provision of Services, provided such expenses are approved by the Client in advance.
3.4 Non-Refundable: All fees paid are non-refundable, regardless of the reason for termination or cancellation of Services.
3.5 Taxes and Fees: The Client is responsible for all applicable taxes, duties, and fees associated with the payment for Services rendered under this Agreement. The Agency's fees do not include any such taxes or duties.

4. Client Responsibilities
4.1 Cooperation: The Client agrees to provide the Agency with all necessary information, materials, and access to resources required to perform the Services. Failure to do so may result in delays or additional charges.
4.2 Approvals: The Client agrees to review and approve all deliverables within five (5) business days. Delays in approvals may affect the project timeline and completion. Failure to respond within the specified time frame will be deemed as acceptance of the deliverables.

5. Confidentiality
5.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of this Agreement.
5.2 Non-Disclosure: Neither party will disclose the other party's confidential information to any third party without prior written consent, except as required by law. This obligation shall survive the termination of this Agreement.

6. Intellectual Property
6.1 Ownership: All materials, content, and deliverables created by the Agency for the Client shall be the property of the Client upon full payment of all fees due. However, the Agency retains all rights to any pre-existing materials, methodologies, and intellectual property used in the creation of the deliverables.
6.2 Usage Rights: The Agency retains the right to use any work created for the Client for promotional purposes, including in portfolios and case studies, unless the Client expressly objects in writing prior to the commencement of Services.

7. Term and Termination
7.1 Term: This Agreement shall commence on the date specified in the contract and shall continue until the completion of the Services, unless terminated earlier in accordance with this Agreement.
7.2 Termination: Either party may terminate this Agreement by providing 30 days written notice to the other party. In the event of termination, the Client agrees to pay for all Services rendered up to the termination date, including any work in progress.
7.3 Breach: Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to remedy the breach within seven (7) days of receiving written notice. In the event of termination due to breach by the Client, the Agency reserves the right to pursue additional remedies.

8. Limitation of Liability
8.1 Limitation: To the fullest extent permitted by law, the Agency's liability for any claims arising out of this Agreement shall be limited to the amount of fees paid by the Client to the Agency.
8.2 Exclusion: The Agency shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits or revenue, arising out of or in connection with this Agreement. This limitation of liability shall apply regardless of the cause of action, whether in contract, tort, or otherwise.

9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state or country in which the Agency is headquartered, without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the courts located within that jurisdiction.

10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written.
10.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties. The Agency reserves the right to refuse any proposed amendments.
10.3 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect. The unenforceable provision shall be replaced by a valid provision that most closely reflects the original intent.
10.4 Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
10.5 Assignment: The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Agency.
10.6 Force Majeure: The Agency shall not be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, and natural disasters.