Terms of Service
Effective Date: 8/23/2026 Last Updated: 8/23/2026
These Terms of Service govern all services provided by Ortuas LLC, a Texas limited liability company ("Ortuas," "we," "us," or "our") to you or the business you represent ("Client," "you," or "your"). Please read them carefully. By accepting a proposal, signing an engagement document, paying a deposit or invoice, or using our services, you agree to these Terms.
1. Definitions
"Services" means any work performed by our team for the Client, including Project Work, Retainer Services, Social Media Management, Voice Receptionist services, and any other service described in an Engagement Document.
"Engagement Document" means the written scope, proposal, roadmap, statement of work, or order form accepted by the Client, whether by signature, written confirmation, or payment of a deposit or invoice.
"Deliverable" means any document, report, page, configuration, graphic, or written asset produced by our team and provided to the Client.
"Client Materials" means content, photography, logos, credentials, account access, business information, and any other material supplied by the Client.
"Third Party Platform" means any service, directory, search engine, answer engine, social network, telephone carrier, or software provider that we do not own or control, including but not limited to Google, Bing, Apple, Meta, Instagram, Facebook, LinkedIn, X, TikTok, Pinterest, YouTube, ChatGPT, Perplexity, Gemini, Copilot, Yelp, HAR, Zillow, Homes.com, LoopNet, and any industry directory or listing service.
2. Structure of the Agreement
These Terms govern the relationship between Ortuas and the Client. The Engagement Document governs the specific work.
Where these Terms and an Engagement Document conflict regarding scope, price, deliverables, or timeline, the Engagement Document controls for that engagement only. Where they conflict regarding liability, ownership, indemnification, termination, or governing law, these Terms control.
Work not described in an Engagement Document is not included in the fee. Additional work is quoted separately and requires written approval before it begins.
3. Project Work
3.1 Deposit. Project Work requires a deposit in the amount stated in the Engagement Document before work begins. The deposit is earned by Ortuas upon receipt as consideration for scheduling, onboarding, reserving team capacity, and beginning work. The deposit is not a penalty and is not a forfeiture. Work does not begin until the deposit clears.
3.2 Balance. The remaining balance is due upon delivery of the final Deliverable unless the Engagement Document states otherwise.
3.3 Timeline. Timelines stated in an Engagement Document are measured in weeks beginning on the later of the date the deposit clears or the date the Client has provided all access, credentials, approvals, and materials required to begin. Timelines are good faith estimates, not guarantees.
3.4 Third Party Dependencies. Some Project Work requires changes on Third Party Platforms that set their own review and update schedules. Where a Third Party Platform controls the timing of a change, completion of that item may fall outside the stated timeline. Our team tracks each submitted item and reports its status until it is resolved or the Third Party Platform declines it.
3.5 Revisions. Each Deliverable includes two rounds of revision within its original scope. Revisions requested after acceptance, or that change the agreed scope, are quoted separately.
3.6 Acceptance. A Deliverable is considered accepted when the Client confirms acceptance in writing, or ten business days after delivery if the Client has not submitted written revision requests.
4. Retainer Services
4.1 Minimum Term. Retainer Services carry the minimum term stated in the Engagement Document. After the minimum term, the retainer continues month to month.
4.2 Billing. Retainer fees are billed monthly in advance and are charged automatically to the payment method on file, beginning on the start date stated in the Engagement Document.
4.3 What the Fee Covers. A retainer reserves our team's capacity and ongoing attention for the month. It is not a prepaid bank of hours and it is not a deposit against future deliverables.
4.4 No Rollover. Work not requested in a given month does not carry forward to the next month.
4.5 Cancellation. Either party may cancel with thirty days written notice, effective at the end of the current billing period. Cancellation during the minimum term does not relieve the Client of fees due for the remainder of that term.
4.6 Pause. A retainer may be paused once per twelve month period for up to sixty days by written request and written agreement. The minimum term extends by the length of the pause.
5. Social Media Management
5.1 Approval Before Publication. Content is submitted to the Client for approval before publication. Content approved by the Client and published to the Client's accounts becomes the Client's published statement.
5.2 Approval Window. Where the Engagement Document states an approval window, content not responded to within that window is deemed approved so the publishing schedule can continue. The Client may withdraw approval at any time before publication.
5.3 Account Ownership. The Client owns its social accounts at all times. Access granted to our team is revocable by the Client at any time.
5.4 Client Materials. The Client is responsible for holding all necessary rights to photography, logos, product images, music, and copy it supplies. The Client indemnifies Ortuas against claims arising from Client Materials.
5.5 Platform Rules. Third Party Platforms set their own policies and change them without notice. We are not responsible for account restrictions, content removal, reach changes, or account suspensions imposed by a platform.
5.6 Monthly Counts. Where an Engagement Document states a number of posts or assets per month, that number is the monthly commitment. Counts do not roll over.
6. Voice Receptionist
6.1 What the Service Does. The Voice Receptionist service captures inbound calls that would otherwise go unanswered and delivers the caller's information to the Client by text message and email.
6.2 What the Service Does Not Do. The service does not schedule appointments, does not commit the Client to any calendar, does not conduct sales conversations, and does not qualify or close business on the Client's behalf. Any action taken on a captured lead is the Client's responsibility.
6.3 Trial. Where a trial period is offered, it runs for the number of days stated at signup. Billing begins at the end of the trial unless the Client cancels before the trial ends.
6.4 Messaging Compliance. The Client is responsible for how it uses contact information captured through the service, including compliance with the Telephone Consumer Protection Act, applicable state telephone solicitation law, and carrier messaging requirements. The Client will not use the service or any captured contact information to send unsolicited marketing messages. Where the Client directs any messaging to consumers, the Client is responsible for obtaining and documenting the required consent and for honoring opt out requests.
6.5 Availability. The service depends on telephone carriers, messaging providers, and network infrastructure we do not control. We do not guarantee uninterrupted availability and are not liable for missed calls or delayed notifications resulting from carrier outages, network failure, spam filtering, or the Client's own equipment or settings.
7. No Guarantee of Results
Our team performs the work described in the Engagement Document. We do not guarantee any outcome.
Without limiting the foregoing, we do not guarantee:
- any search engine ranking or position;
- inclusion, citation, or mention in the results produced by any answer engine or generative search product;
- placement in any local map result, featured result, or knowledge panel;
- any volume of website traffic, impressions, clicks, calls, messages, leads, appointments, or sales;
- any level of social media reach, followers, or engagement;
- that any Third Party Platform will accept, publish, or retain a correction, listing, profile update, or piece of content we submit on the Client's behalf;
- that visibility, traffic, or engagement will produce business, revenue, or profit.
Search engines, answer engines, directories, and social platforms are operated by third parties. They determine their own results using systems they do not disclose, they change those systems without notice, and results can move down as well as up. No provider can guarantee placement in them.
The Client acknowledges that it has not been promised any specific outcome by Ortuas or by anyone acting on our behalf, and that it is not relying on any such promise in entering this agreement.
8. Third Party Platforms
The Services depend on Third Party Platforms that are outside our control and are governed by their own terms.
We are not liable for: changes to a Third Party Platform's algorithm, policies, pricing, features, or availability; outages, errors, or data loss at a Third Party Platform; removal, suspension, restriction, or deindexing of the Client's account, listing, or content by a Third Party Platform; or a Third Party Platform's refusal to accept a correction or update submitted on the Client's behalf.
9. Client Responsibilities
The Client agrees to:
- provide access, credentials, or delegated permissions required to perform the Services, promptly and in the form we reasonably request;
- respond to requests for approval, information, or decisions within five business days unless the Engagement Document states a different window;
- provide accurate and current information about its business, licensing, credentials, history, and claims;
- hold all rights necessary to the Client Materials it supplies;
- comply with all laws, regulations, licensing obligations, and professional or industry rules that apply to its business and its advertising.
Delays caused by the Client extend timelines day for day and do not entitle the Client to a refund or fee reduction.
10. Account Access and Credentials
Where a Third Party Platform supports delegated, partner, or manager access, we will request that form of access rather than shared personal credentials. Where a platform does not support delegated access, the Client may choose to provide credentials at its own discretion.
The Client remains the owner of all of its accounts, listings, domains, and profiles at all times, and may revoke our access at any time. Revoking access during an active engagement may prevent us from completing the Services, and does not relieve the Client of fees due.
We take reasonable measures to safeguard credentials and access granted to us. We are not liable for unauthorized access, data loss, or security incidents occurring at a Third Party Platform or arising from circumstances outside our reasonable control.
11. Work Product and Ownership
Upon receipt of full payment for the applicable engagement, the Client owns the final Deliverables produced specifically for the Client under that engagement.
Ortuas retains all right, title, and interest in its methods, frameworks, audit and review processes, templates, checklists, internal tools, software, and general knowledge, techniques, and know how, including any developed or refined during the engagement. Nothing in these Terms transfers those to the Client. Where a Deliverable incorporates any of the foregoing, the Client receives a perpetual, non exclusive license to use it as part of that Deliverable.
Deliverables produced but not paid for in full remain the property of Ortuas, and the Client has no license to use them.
12. Marketing and References
We will not use the Client's name, logo, or a description of the work performed in our own marketing without the Client's prior written permission. Where the Client grants permission, that permission may be withdrawn in writing at any time as to future use.
We may describe work performed in general, anonymized terms that do not identify the Client.
13. Regulated Professions and Required Disclosures
Where the Client holds a professional license or operates in a regulated industry, the Client's advertising may be subject to rules set by a licensing body, board, brokerage, or franchisor.
The Client is responsible for identifying those requirements and for providing us with any required disclosure language, licensed entity name, sponsoring broker or firm name, registered team or assumed name, license number, and any other information the rules require in advertising.
The Client, and where applicable the Client's supervising broker, firm, or compliance authority, is responsible for reviewing and approving all copy, bios, profiles, listings, and content before publication. We will include disclosures the Client supplies, but we do not warrant that any material complies with any licensing, professional, or industry rule, and we are not a substitute for the Client's compliance review.
Real estate license holders in Texas: advertising by license holders is regulated by the Texas Real Estate Commission, including requirements regarding broker name disclosure and prohibitions on misleading advertising. The Client is responsible for compliance and for obtaining broker approval where required.
14. Reviews, Testimonials, and Substantiation
We do not create, purchase, solicit, incentivize, or publish fake, misleading, or compensated reviews or testimonials, and we will not do so on a Client's behalf. We will not offer or facilitate discounts, payments, gifts, or other incentives conditioned on a customer writing a review or expressing a particular sentiment, and we will not suppress or filter reviews based on sentiment. These practices violate federal law and the policies of major review platforms.
Where a Deliverable includes a claim about the Client's business, results, credentials, ratings, awards, experience, or performance, the Client is responsible for the accuracy of that claim and for providing substantiation on request. We may decline to publish any claim we cannot verify.
15. Payment
15.1 Method. Fees are payable by the methods offered at the time of invoice. Recurring fees are charged automatically to the payment method on file, and the Client authorizes those charges.
15.2 Late Payment. Invoices are due on receipt unless the Engagement Document states otherwise. Past due balances may accrue a service charge of one and one half percent per month, or the maximum rate permitted by Texas law, whichever is less.
15.3 Suspension. Accounts more than ten days past due may be suspended after written notice. Suspension does not relieve the Client of fees accrued, and does not extend any minimum term.
15.4 Failed Payments. If a recurring payment fails, we will attempt to collect again. If payment is not resolved within ten days, the Services may be suspended and the engagement may be terminated.
15.5 Disputes and Chargebacks. The Client agrees to contact us in writing to resolve any billing concern before disputing a charge with its bank or card issuer. Initiating a chargeback for services delivered, without first attempting resolution, is a breach of these Terms. The Client remains responsible for the disputed amount together with any fees charged to Ortuas as a result.
15.6 Refunds. Deposits are earned on receipt and are not refundable once work has begun. Retainer fees are not refundable for a billing period already begun. Where an engagement is cancelled before any work has started, a deposit may be refunded less costs already incurred and capacity already reserved.
16. Confidentiality
Each party will keep confidential the non public business information it receives from the other and use it only to perform or receive the Services. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or legal process.
17. Disclaimer of Warranties
Except as expressly stated in these Terms or an Engagement Document, the Services and Deliverables are provided on an as is and as available basis. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non infringement.
18. Limitation of Liability
To the maximum extent permitted by law, the total liability of Ortuas LLC, its members, employees, and contractors, arising out of or relating to the Services, is limited to the amount paid by the Client to Ortuas in the twelve months preceding the event giving rise to the claim.
We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business, lost data, lost opportunity, or loss of goodwill, even if advised of the possibility.
Nothing in this section limits liability for fraud, gross negligence, or willful misconduct, or for any liability that cannot be limited under applicable law.
19. Indemnification
The Client will indemnify, defend, and hold harmless Ortuas LLC, its members, employees, and contractors from and against any claims, damages, losses, liabilities, and reasonable costs and attorneys' fees arising out of or relating to:
- Client Materials, including any claim of infringement, misappropriation, or right of publicity;
- content the Client approved for publication;
- claims, credentials, ratings, awards, or performance statements the Client provided or approved;
- the Client's use of leads, contact information, or messaging, including any claim under the Telephone Consumer Protection Act or state telephone or messaging law;
- the Client's violation of any law, regulation, licensing or professional rule, advertising rule, or Third Party Platform terms;
- the Client's business, products, services, and professional conduct.
20. Term and Termination
20.1 For Cause. Either party may terminate an engagement for material breach if the breach is not cured within fifteen days of written notice.
20.2 Immediate Termination. We may terminate immediately if the Client fails to pay amounts due after notice, or if the Client's conduct or instructions would expose Ortuas to legal, regulatory, or reputational risk, including any request to publish false, unsubstantiated, or non compliant claims.
20.3 Effect. Upon termination, the Client pays for all work performed through the termination date. Deliverables completed and paid for in full are delivered or transferred. Work in progress is not delivered. Deposits remain non refundable. Access and credentials are returned or access is relinquished.
20.4 Survival. Sections 7, 8, 11, 14, 16, 17, 18, 19, 21, and 22 survive termination.
21. Independent Contractor
Ortuas LLC is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, franchise, or agency relationship, and neither party may bind the other. We may use employees, contractors, and subcontractors to perform the Services and remain responsible for their work.
22. Governing Law, Venue, and Disputes
These Terms are governed by the laws of the State of Texas without regard to its conflict of law principles. The parties agree to exclusive venue in the state or federal courts located in Gillespie County, Texas, and consent to personal jurisdiction there.
Before filing any claim, the parties will attempt in good faith to resolve the dispute through direct discussion for at least thirty days. This requirement does not apply to an action by Ortuas to collect amounts owed, or to either party's request for injunctive relief.
In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.
23. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, severe weather, power or internet outage, carrier failure, labor disruption, government action, or the failure or unavailability of a Third Party Platform. Payment obligations already accrued are not excused.
24. Changes to These Terms
We may update these Terms. Material changes will be posted here with a revised Effective Date, and active Clients will be notified by email. Continued use of the Services after the Effective Date constitutes acceptance. Changes do not apply retroactively to work already scoped under an accepted Engagement Document.
25. General
Assignment. The Client may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.
Severability. If any provision is found unenforceable, the remainder stays in full effect and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
Notices. Written notice may be given by email to the addresses on file, and is effective on the business day sent.
Entire Agreement. These Terms together with the applicable Engagement Document constitute the entire agreement between the parties regarding the Services and supersede all prior discussions, proposals, and representations.
26. Contact
Ortuas LLC Fredericksburg, Texas Email: admin@ortuas.com