Master Terms

MariaCare Service Agreement

The master terms governing how MariaCare works with clients under pay-per-customer advertising. Client-specific commercial terms — the ACV, the rate, the ad spend arrangement, and any retention window — are set in a separate signed engagement letter. Last updated October 2, 2026.

1. Parties

This Agreement (“Agreement”) is entered into between MariaCare Marketing Services LLC, a Texas limited liability company (“MariaCare”), and the client identified in the applicable engagement letter (“Client”).

2. Engagement Model & Fees

MariaCare operates Client’s Google Ads and connects them, together with Google Analytics data, to Client’s Salesforce through the MariaCare CRM plugin installed on Client’s WordPress site. Client pays a fee per Billable Customer created, at the rate set by the ad spend arrangement selected in the engagement letter:

  • Client-paid ad spend — five percent (5%) of the Agreed Customer Value (“ACV”) per Billable Customer. Client connects its own payment method to Google Ads and is billed directly by Google; MariaCare adds no markup and charges no percentage of spend.
  • Ad spend included — ten percent (10%) of ACV per Billable Customer. MariaCare funds the Google Ads media spend and bears the risk of unproductive spend.

The ACV is a single figure set at onboarding from Client’s financials (average first-year revenue per customer, margin-adjusted), recorded in the engagement letter, and reviewed quarterly. There is no minimum term, no minimum monthly fee, no minimum fee per customer, and no setup fee. A billing period in which no Billable Customer is created produces an invoice of $0.

3. Billable Customer

A Billable Customer is a net-new Salesforce lead whose qualifying field — by default, Lifecycle Stage with the value Customer, or the field and value named in the engagement letter — reaches the qualifying value. Each lead is deduplicated by email and phone in MariaCare CRM and may be billed exactly once; a lead that has appeared on any previously finalized invoice can never be billed again, enforced at the database level. An attribution snapshot (GA4 session source, Google Ads campaign and ad group, click timestamp) is stored at conversion time, and each invoice line identifies the date the lead became a customer, its campaign source, and the Salesforce record it bills for.

Where the engagement letter specifies a retention window, a customer becomes billable only after retaining Customer status for the full window, and is invoiced in the billing period in which the window completes. A customer whose status leaves Customer within the window is permanently excluded from billing — no fee is charged and no credit is required, because the fee never arises.

4. Invoicing & Reconciliation

  • Monthly in arrears. Invoices are issued monthly via Stripe ACH, with one line item per Billable Customer, each stating the ACV and rate applied as of finalization.
  • Review before finalization. Client may dispute any draft line — a duplicate, a refund, or a customer that is not net-new — and disputed lines are excluded with a recorded reason. Finalized invoices are not edited; corrections are issued as credit notes.
  • Audit trail. MariaCare maintains a record linking every invoice line to its Salesforce record and attribution snapshot, available to Client on request.

5. Client-Funded Items

MariaCare’s compensation does not include:

  • Google Ads media spend under the client-paid arrangement. Client connects its own payment method to Google Ads and is billed directly by Google. MariaCare adds no markup and charges no percentage of spend. (Under the ad-spend-included arrangement, MariaCare funds the media spend per Section 2.)
  • Salesforce platform licenses. Client purchases Salesforce seats directly from Salesforce.com. MariaCare configures and operates the org.
  • Third-party domain registrar fees. Domain renewal billed by Client’s registrar.

6. Term & Termination

There is no minimum term; either party may conclude the engagement at any time on the notice set in the engagement letter. Fees remain due for Billable Customers created before the effective date of termination (including customers whose retention window completes after termination), and wind-down terms are set out in the engagement letter.

7. No Performance Guarantee

MariaCare’s compensation model is itself the performance commitment: Client pays only for customers actually created. MariaCare makes no guarantee of any particular volume of customers, and actual results vary by industry, average margin, conversion rates, ad budget, geography, and seasonal demand. MariaCare provides regular reporting on actual performance.

8. Data & Ownership

Client owns all of its data, including CRM records, ad accounts, website content, and analytics history. On conclusion of the engagement, MariaCare delivers a complete export within fourteen (14) business days. MariaCare retains no copy beyond standard backup retention windows.

9. Confidentiality

Each party agrees to treat the other party’s non-public business information as confidential and to use it only for purposes of performing under this Agreement.

10. Limitation of Liability

MariaCare’s aggregate liability under this Agreement is limited to the consideration paid by Client in the three (3) months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages.

11. Governing Law

This Agreement is governed by the laws of the State of Texas. Venue for any dispute is Dallas County, Texas.

12. Acceptance

These master terms are accepted on signature of the applicable engagement letter. Questions before signing? Email [email protected] or schedule a free consultation.

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