Client Service Agreement

PREAMBLE & RECITALS

This Master Client Service Agreement ("Agreement") is entered into by and between Ecom Digital Partners LLC, a registered company with offices in Montana, USA and Islamabad, Pakistan (hereinafter referred to as the "Agency" or "EDP"), and the person, company, or entity engaging services (hereinafter referred to as the "Client").

WHEREAS, the Agency provides professional services relating to marketplace store management, corporate company formation, tax/EIN compliance, website design and development, and digital marketing; and WHEREAS, the Client desires to retain the Agency to perform agreed services; NOW, THEREFORE, the parties agree as follows:

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1. SCOPE OF SERVICES & DELIVERABLES

The Agency will provide services selected by the Client in their customized Statement of Work (SOW), which may encompass one or more of the following service domains:

• E-Commerce Marketplace Operations: Store onboarding, product listing optimization, catalog ingestion, Buy Box monitoring, PPC ad management, and Walmart WFS or Amazon FBA inventory forecasting.
• Corporate Formation & Compliance: Preparation and filing of Articles of Organization for US LLCs (Wyoming, Delaware, etc.) or UK Ltd, Registered Agent appointment, IRS Form SS-4 EIN processing, and annual report filings.
• Financial & Payment Gateway Assistance: Professional guidance for setting up business banking accounts (Mercury, Wise, Relay, Payoneer) and Stripe/PayPal merchant gateway connections.
• Web Design & Development: UX/UI design, custom Shopify or WooCommerce store creation, mobile optimization, conversion rate optimization (CRO), and payment gateway integration.
• Digital Growth Marketing: Meta (Facebook & Instagram) ads, Google Search & Performance Max campaigns, brand identity creation, and social media creative management.

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2. CLIENT RESPONSIBILITIES & ACCESS

To enable timely and accurate execution of deliverables, the Client agrees to:

• Provide authentic, accurate, and valid identity and corporate documents required for official government filings or marketplace verifications.
• Grant necessary secondary/sub-user access permissions to marketplace seller central accounts without sharing primary administrative master passwords.
• Fund their own third-party fees, including official state filing fees, marketplace seller subscriptions, shipping labels, and paid advertising budgets directly through their verified business payment methods.

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3. MARKETPLACE POLICIES & APPROVALS DISCLAIMER

The Agency adheres strictly to all published marketplace terms of service (TOS), developer guidelines, and applicable commercial laws. The Client acknowledges and agrees that:

"Approval, suspension, gating, buy box allocation, and algorithmic changes are determined solely by the respective third-party marketplaces (Amazon, Walmart, eBay) and financial institutions. While EDP applies verified best practices and rigorous compliance protocols to maximize success, no agency can guarantee unilateral approval or immunity from third-party policy shifts."

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4. FEES, INVOICING & PAYMENT TERMS

• Project Retainers & Milestones: Service fees are defined in advance with fixed scope and clear milestones. Project initiation begins upon settlement of the initial retainer.
• Monthly Management: Ongoing store management and ad campaign retainers are invoiced at the beginning of each 30-day billing cycle.
• Payment Methods: Payments are accepted via official business bank transfer (USD, GBP, EUR, PKR), Stripe, Wise, or approved merchant channels.

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5. CONFIDENTIALITY & NON-DISCLOSURE (NDA)

Both parties agree that all confidential information disclosed during the term of engagement — including supplier identities, wholesale pricing, proprietary product formulations, customer records, ad metrics, and sales figures — shall remain strictly confidential. The Agency shall not disclose, sell, or utilize Client trade secrets for any purpose outside the performance of this Agreement.

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6. INTELLECTUAL PROPERTY & OWNERSHIP

Upon receipt of full payment for completed work:

• The Client retains 100% exclusive ownership of their marketplace accounts, business entities, domains, customer lists, physical inventory, and final approved creative assets.
• The Agency retains ownership of its internal operating proprietary frameworks, spreadsheets, internal SOPs, and proprietary software toolchains.

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7. TERM, RENEWAL & TERMINATION

• Term: This Agreement takes effect on the date signed or service commencement and continues for the period specified in the project SOW.
• Monthly Retainer Termination: Either party may terminate a monthly management retainer by providing 14 days written notice via email or official communication channels.
• Offboarding Handover: Upon conclusion, the Agency ensures a transparent transition, handing over all documentation, active campaign permissions, and credentials to the Client.

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8. LIMITATION OF LIABILITY

In no event shall either party be liable to the other for indirect, special, incidental, punitive, or consequential damages (including loss of anticipated profits or business interruptions). The Agency's maximum total liability arising out of this engagement shall not exceed the total service fees paid by the Client to the Agency during the preceding two (2) months.

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9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, United States, and applicable international commercial arbitration standards, without regard to conflict of laws principles.

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10. EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Client Service Agreement by their duly authorized representatives: