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01These terms, in one paragraph
These Terms of Engagement ("Terms") govern every service Growlith Academy Ltd ("Growlith", "we") provides to you ("you", "the client"), together with any statement of work, order form or proposal (together, an "SOW"). If an SOW conflicts with these Terms, the SOW wins for that engagement. By signing an SOW or paying a first invoice, you accept these Terms.
02Engaging Growlith
Engagements run as senior pods building and operating the engines in scope — programmatic SEO, precision paid media, web core, lifecycle CRM, AI automation and multimedia.
Scope & statements of work
Each engagement's deliverables, cadence, KPIs and pricing are defined in its SOW. Anything not in the SOW is out of scope until we agree a change — we don't do scope-by-surprise, in either direction.
Pods & key personnel
Work is delivered by a dedicated pod of senior engineers and strategists (sized by tier below). Named personnel can change — people get sick, promoted or poached — but we guarantee: replacements are at least as senior, transitions are seamless, and you're told within five business days.
Your responsibilities
We build in your stack, so we need timely access: platform accounts, analytics, repo and CMS permissions, brand assets, and a decision-maker who responds within two business days. Delays in access shift deadlines day-for-day; we'll flag it early rather than silently miss.
03Tiers, term & renewal
Compounding needs a runway, so every engagement starts with a 90-day minimum term. After the first quarter, all tiers move to rolling 30-day — you stay because it works, not because a contract traps you.
| Tier | What ships | Pod |
|---|---|---|
| Ignition | Two engines, fully built and run (any 2 of the six) | Dedicated senior operator (pod of 1) |
| Momentum | Four engines, fully built and run (any 4 of the six) | Pod of 3 with strategist |
| Full Machine | All six engines, principal-led | Embedded pod of 5 + board-level reporting |
Optional performance-kicker alignments are available on Momentum and Full Machine, priced per SOW.
04Fees, invoicing & taxes
- Invoicing — monthly in advance, due within 14 days of invoice date.
- Media spend — always paid directly by you to platforms; we never mark up or hold your media budget.
- Late payment — balances overdue by 30 days pause active work, at 1.5% per month thereafter.
- Taxes — fees are exclusive of VAT, GST and equivalent taxes, which are billed where applicable.
Third-party tooling needed for an engagement (hosting, ESP, crawl infrastructure) is specified in the SOW — either in your accounts or ours, priced at cost with no markup.
05Performance & metrics
We report server-side, first-party numbers — deduped conversions from a unified telemetry dashboard your finance team can sign, not platform-inflated ROAS. Our published medians (5.8× blended ROAS, 0.61s median LCP, $482M pipeline engineered) are indicative results across managed systems, not a promise of what your system will produce.
06Intellectual property & ownership
This is the clause most agencies bury. We put it in the open: you own everything we build for you.
Client-owned deliverables
On payment of the relevant invoices, all deliverables created under an SOW — code, schemas, audience definitions, flows, documentation and dashboards — are assigned to you, deployed in your accounts and your repositories. No license-back tricks, no hostage assets, no exit fees.
Pre-existing & Growlith materials
Each party keeps its pre-existing IP. We retain ownership of our general methodologies, internal playbooks and tooling — but you keep a perpetual, royalty-free license to anything of ours embedded in your deliverables, enough to run and modify the system without us forever.
Your data
Your data — audience, event, transactional — is yours, processed per the Data Processing terms, exportable at any time in machine-readable form.
07Confidentiality
Each party protects the other's confidential information with at least the care it uses for its own, uses it only to perform the engagement, and survives termination for three years. Client names and metrics appear in case studies only with written approval; we default to anonymised references.
08Warranties & disclaimers
We warrant services are performed with reasonable skill and care by senior personnel. Beyond that (and to the maximum extent permitted by law) services are provided as-is: platforms change, algorithms update, markets move. We disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement to the extent permitted by law.
09Limitation of liability
Neither party is liable for indirect, incidental or consequential losses, or lost profits, revenue or data. Each party's total aggregate liability is capped at the fees paid or payable in the three months before the event giving rise to the claim — except for breaches of confidentiality, IP indemnity obligations, or liability that cannot lawfully be limited.
10Term & termination
Engagements start on the SOW start date, run the 90-day minimum term, then roll month-to-month.
Ending things
- After the minimum term — either party may end a rolling engagement on 30 days' written notice.
- For cause — either party may terminate immediately on material breach uncured after 14 days' written notice.
- Insolvency — either party may terminate if the other enters insolvency proceedings.
What happens after
You pay for work performed to the termination date; we complete a professional handover — access audit, documentation, and a walkthrough of every live system — within the notice period. Everything stays yours. See Return & deletion for how data is handled.
11Governing law & disputes
These Terms are governed by the laws of England and Wales, and the courts of London, England have non-exclusive jurisdiction — except where an SOW specifies the governing law of a different bureau jurisdiction (New York, New South Wales or the DIFC) for a client headquartered there. Disputes get 30 days of good-faith negotiation between principals before anyone files anything.
12Miscellaneous
- Entire agreement — these Terms plus the SOW are the whole deal; prior chats and decks don't count.
- Assignment — neither party assigns the agreement without the other's written consent (except to a successor in a merger or sale).
- Notices — by email to the addresses in the SOW; deemed received one business day after sending.
- Independence — nothing here creates a partnership, joint venture or employment relationship.
- Severability — if a clause falls, the rest stands.
Questions before signing: contact@growlithacademy.com — a principal, not a salesperson, will reply.