Terms of Service

1. Introductory provisions

1.1. You wish to use the Services of SMH, as defined in these Terms and in the applicable Package and/or Offer.

1.2. SMH agrees to provide the Services to you subject to these Terms.

1.3. SMH may amend these Terms from time to time, so you should not assume that the Terms are the same as when you last used the Services. The current version, together with the date of its latest change, is always published at systemmarketinghouse.com/terms, and you should check it regularly. Changes affecting active subscriptions will be notified to you at least 30 days before they take effect. Continued use of the Services after a change takes effect constitutes acceptance of the amended Terms.

1.4. In these Terms, the following terms have the following meanings:

• “Services” – the services provided by SMH, including the design and development of websites, web shops and applications, hosting and maintenance, CRM and marketing automation, paid advertising management (Meta, Google and other platforms), SEO, content production, social media management and any other services described in a Package or Offer;
• “Package” – a predefined subscription plan published on the SMH website or in the client portal, specifying the scope of Services, the price and the minimum term;
• “Offer” – an individual written offer or quote issued by SMH and accepted by the Client, including acceptance by payment;
• “Client Materials” – all content, texts, images, videos, logos, trademarks, product data, contact lists and other materials or data provided by the Client;
• “End-Users” – the Client’s customers, leads, prospects and other persons whose data is processed or who are contacted through the Services;
• “Third-Party Platforms” – services not operated by SMH that are used to deliver the Services, such as GoHighLevel, Meta (Facebook, Instagram, WhatsApp), Google, Stripe, and hosting and domain providers;
• “Agreement” – these Terms together with the applicable Package, Offer and any special terms or written contract between SMH and the Client.

2. Binding effect

2.1. By accepting these Terms, you confirm that you have the legal capacity to enter into a binding contract. If you accept these Terms on behalf of your employer or another person, you confirm that you are authorised to bind that person, in which case “you” refers to that person as well.

2.2. Certain Services may be subject to special terms (for example, terms set out in an Offer or in a Package description). Where such special terms conflict with these Terms, the special terms prevail with respect to that Service.

2.3. A separate written contract expressly agreed and signed by both SMH and the Client prevails over these Terms to the extent expressly agreed in that contract.

2.4. Any purchase order, form, general terms or correspondence of the Client that supplements, amends or contradicts these Terms has no effect unless expressly accepted by SMH in writing.

3. Services

3.1. The Client selects a Package on the SMH website or in the client portal, or accepts an Offer. The Package or Offer specifies the scope of the Services, the price, the billing period and the minimum term.

3.2. By selecting a Package or accepting an Offer, the Client accepts its scope, prices and minimum term. Any work not expressly listed in the Package or Offer is not included and will be offered and billed separately.

3.3. SMH WILL PROVIDE THE SERVICES WITH REASONABLE SKILL AND CARE, ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION, SECURITY AND NON-INFRINGEMENT. SMH DOES NOT GUARANTEE ANY SPECIFIC NUMBER OF LEADS, SALES, REVENUE, RETURN ON AD SPEND, SEARCH ENGINE RANKINGS OR OTHER BUSINESS RESULTS. SMH IS NOT LIABLE FOR ANY INTERRUPTION, ERROR OR CHANGE CAUSED BY THIRD-PARTY PLATFORMS, INTERNET OR HOSTING PROVIDERS, OR OTHER EVENTS BEYOND ITS REASONABLE CONTROL.

3.4. SMH may alter, upgrade or improve the Services and the tools and Third-Party Platforms it uses, provided that the core functionality of the Services is not materially reduced.

3.5. SMH may temporarily suspend all or part of the Services for maintenance, updates or repairs, and will notify the Client in advance where reasonably possible.

3.6. SMH may, at its sole discretion and at any time, suspend the Client’s access to the Services or pause campaigns, automations or the sending of messages where it reasonably believes this is necessary to protect SMH, the Client, End-Users or Third-Party Platforms, or where the Client is in breach of the Agreement.

3.7. If the Client fails to provide the materials, access or approvals needed to deliver the Services for a period of 30 days or more, SMH may pause the affected work. Such delays extend delivery timelines but do not suspend the Client’s payment obligations.

3.8. The Services depend on Third-Party Platforms whose availability, policies, features and prices are outside SMH’s control. SMH is a GoHighLevel affiliate and may earn a referral commission at no extra cost to the Client.

4. Client obligations and cooperation

4.1. The Client shall provide, on time, all Client Materials, information, access rights (for example, to Meta Business Manager, Google Ads, Google Business Profile, domain/DNS and hosting) and approvals reasonably required for the delivery of the Services.

4.2. The Client shall designate a contact person authorised to approve deliverables, campaigns and content on its behalf. Approvals and instructions given by that person, including by email or messaging application, are binding on the Client.

4.3. The Client is responsible for reviewing all content before it is published. Content approved by the Client is deemed accepted.

4.4. The Client is responsible for the accuracy, completeness and legality of the Client Materials and of all information about its products, services, prices and offers.

5. Account information, passwords and security

5.1. The Client shall provide complete and accurate information (including company name, OIB/VAT number, address, billing and contact details), promptly notify SMH of any change to that information, and indemnify SMH against any loss caused by inaccurate or incomplete information. SMH may suspend or terminate the Services if the information provided by the Client is incomplete or inaccurate.

5.2. Access to the client portal and the CRM is granted to users identified by the email address registered with SMH, which serves as the username.

5.3. The Client shall:

• keep usernames, passwords, API keys and all other credentials confidential and not disclose them to unauthorised persons;
• not bypass or attempt to bypass any authentication or security mechanism of the Services;
• use the strongest security measures available, including two-factor authentication where available, and immediately notify SMH of any unauthorised use or suspected security breach, including unusual logins, data access, message sending or payments;
• cooperate with SMH in resolving any security incident, regardless of its cause or of who reported it;
• be solely responsible for all activity and payments made through its accounts, including advertising accounts linked to its payment methods;
• be liable for any loss or cost incurred by SMH or third parties as a result of its actions, the authorised or unauthorised use of its accounts or credentials, or a breach of this Section 5.

5.4. Advertising accounts, business pages, pixels, Google Business Profiles and similar assets should be held in the Client’s name, with SMH granted partner or user access. Where SMH creates such assets on the Client’s behalf, SMH will transfer ownership or administrator access to the Client upon request.

6. Confidentiality and data protection

6.1. Each party shall keep confidential all non-public information obtained from the other party in connection with the Services, including business, pricing, technical and End-User information, except information that is publicly available, that must be disclosed by law, or that is requested by a competent authority. Such information may be shared with professional advisers bound by confidentiality obligations equal to or stricter than these. This obligation survives termination of the Agreement.

6.2. The processing of personal data in connection with the Services is governed by the SMH Privacy Policy published at systemmarketinghouse.com/privacy.

6.3. With respect to the personal data of End-Users processed through the Services (for example, leads and contacts in the CRM, form submissions and customer lists used for advertising audiences), the Client is the controller and SMH is the processor within the meaning of Regulation (EU) 2016/679 (“GDPR”). The Client warrants that it has a valid legal basis, including all required consents, for such processing. SMH processes such data only on the Client’s documented instructions and in accordance with these Terms, any special terms and the Data Processing Agreement (“DPA”). The Client may request a copy of the DPA by email to info@systemmarketinghouse.com and return the signed copy to the same address.

6.4. The Client authorises SMH to engage sub-processors to provide the Services, including Third-Party Platforms such as GoHighLevel, Google, Meta, Stripe and hosting providers. A current list of sub-processors is available on request. Some sub-processors may process data outside the European Economic Area, subject to appropriate safeguards under the GDPR.

6.5. Where SMH builds lead forms, landing pages or websites for the Client, SMH may include standard privacy and consent wording; however, the Client remains responsible for its privacy notice, cookie consent and the lawfulness of the data it collects.

7. Support

7.1. Support is provided by email at info@systemmarketinghouse.com and through any other communication channel agreed with the Client (for example, a dedicated messaging group).

7.2. Support is provided on business days. SMH will respond within a reasonable time, depending on the nature and urgency of the request.

7.3. Support covers the Services within the scope of the Client’s Package or Offer. Additional work, changes or new features outside that scope are billed separately according to the SMH price list or a separate Offer.

7.4. Complaints may be submitted in writing to info@systemmarketinghouse.com. SMH will respond in writing within 15 days of receipt.

8. Charges and payment

8.1. Subscription Services are billed monthly in advance. Where the Client subscribes online, the subscription fee is charged automatically to the Client’s payment card or other payment method on each billing date through SMH’s payment processor (Stripe), regardless of the extent to which the Client uses the Services in that period. One-time projects are billed as specified in the Offer.

8.2. Where SMH issues an invoice instead of an automatic charge, the Client shall pay it by bank transfer within 8 days of the invoice date, unless otherwise stated in the invoice or the Offer.

8.3. Amounts paid are non-refundable, except where the Client qualifies as a consumer and a refund is required by mandatory consumer protection law (see Section 12.8).

8.4. The Client bears all bank, card and payment-processing charges on its side. The amount received by SMH after any deductions must equal the full amount invoiced.

8.5. SMH may charge statutory default interest on any overdue amount. If an amount remains unpaid for 15 days after its due date, SMH may suspend the Services (including pausing campaigns, automations, websites and CRM access) until all overdue amounts have been paid. Suspension does not affect the Client’s payment obligations.

8.6. All prices are exclusive of value added tax (VAT). VAT is charged in accordance with Croatian law. For business clients established in another EU Member State with a valid VAT identification number, the reverse-charge mechanism applies where legally applicable.

8.7. Advertising budgets (media spend) are not included in SMH’s fees unless expressly stated in the Offer. The Client pays advertising budgets directly to the relevant platform (for example, Meta or Google) using its own payment method. SMH is not responsible for any charges made by advertising platforms.

8.8. Usage-based third-party costs (such as SMS, telephony, WhatsApp or email sending above the included volume, premium plugins, licences or AI usage) may be charged separately, as stated in the Package, the Offer or the SMH price list.

8.9. Payments are made in euros (EUR) unless another currency is expressly agreed.

8.10. SMH may change its prices. Price changes for active subscriptions will be notified to the Client at least 30 days before they take effect. The Client may cancel the affected subscription before the new price applies; otherwise, the new price applies from the next billing period.

8.11. The Client is solely responsible for maintaining a valid payment method with sufficient funds on each billing date. If a charge fails, SMH may retry it and/or charge the outstanding amount once funds are available, and Section 8.5 applies.

9. Marketing

9.1. Neither party may use the other party’s name, logo or trademarks for promotional purposes (including case studies, testimonials and portfolio references) without the other party’s express prior consent, which may be given by email. Any such use must be limited to the cooperation between the parties, must not damage the other party’s reputation, and must not imply any partnership, agency or affiliation beyond the Agreement.

9.2. Unless the Client objects in writing, SMH may place a discreet credit (for example, “Made by System Marketing House”) in the footer of websites it builds.

10. Use of Services

10.1. The Client warrants that it will:

• not send marketing messages (email, SMS, WhatsApp, Viber, calls or similar) through the Services to End-Users who have not given their prior consent, unless such messages are otherwise permitted by law;
• when sending commercial communications, comply with the rules applicable in the End-Users’ jurisdictions, including obtaining prior consent where required, providing a simple opt-out in every message and honouring opt-out requests promptly;
• not send messages at a frequency or volume that SMH or a Third-Party Platform reasonably considers excessive or likely to be reported as spam;
• comply with the advertising policies and terms of Third-Party Platforms, including Meta Advertising Standards and Google Ads policies;
• not use the Services for any improper, fraudulent, misleading, immoral or unlawful purpose, including misleading advertising and unfair commercial practices;
• not publish or transmit any material that is defamatory, offensive, illegal, abusive, obscene, discriminatory or threatening;
• not infringe the intellectual property or other proprietary rights of any third party;
• not use the Services in any way that could harm persons or property or impair the quality or reputation of the Services;
• where it operates in a regulated sector (such as healthcare, medicines, financial services, gambling or alcohol), ensure that all advertising and content comply with the applicable sector-specific rules;
• comply with SMH’s reasonable instructions;
• comply with all applicable laws, regulations and directives of competent authorities;
• not bring SMH, the Services or any Third-Party Platform into disrepute;
• own or be duly licensed to use all Client Materials and End-User data, and hold all rights necessary for SMH and its subcontractors to use them for the purpose of providing the Services.

10.2. If SMH reasonably believes that any content, campaign or message is unauthorised, prohibited, illegal or in breach of platform policies, SMH may refuse to publish or send it, pause it or take any other protective action. In such cases, the Client is not entitled to any refund or compensation.

10.3. Upon request, the Client shall provide SMH, Third-Party Platforms or competent authorities with any information reasonably required regarding its use of the Services. End-User data provided by the Client must be accurate and complete.

10.4. Decisions of Third-Party Platforms, such as rejected ads or restricted or disabled advertising accounts, pages or phone numbers, are made by those platforms. SMH will reasonably assist the Client in resolving them but is not responsible for such decisions or their consequences.

10.5. The Client shall not represent that SMH endorses or is responsible for its products, services or offers, and shall not refer to SMH in communications with third parties in a way that implies such responsibility, without SMH’s prior written approval.

10.6. The Client shall inform SMH reasonably in advance of planned campaigns, promotions, launches or large message sends, so that SMH can plan its capacity and comply with platform sending limits.

10.7. SMH may at any time stop the delivery of any campaign, automation or message and require the Client to stop using it.

10.8. SMH may limit sending volumes or other usage where required by Third-Party Platforms or to protect sender reputation and deliverability.

10.9. When targeting End-Users outside the Republic of Croatia, the Client shall comply with the laws and codes of conduct applicable in those jurisdictions.

11. Disclaimers, limitation of liability and indemnification

11.1. SUBJECT TO SECTION 11.2, SMH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO SMH FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2. THE LIMITATIONS IN THIS SECTION 11 DO NOT APPLY TO LIABILITY FOR DAMAGE CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE, TO FRAUD, OR TO ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, AND DO NOT LIMIT THE CLIENT’S OBLIGATIONS UNDER SECTIONS 6, 8, 10 AND 11.5.

11.3. SMH SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE, LOSS OF PROFIT, REVENUE, BUSINESS OR GOODWILL, WASTED ADVERTISING SPEND, LOSS OR CORRUPTION OF DATA CAUSED BY THIRD-PARTY PLATFORMS, FINES OR PENALTIES IMPOSED ON THE CLIENT, OR DAMAGE ARISING FROM INACCURATE CLIENT MATERIALS OR DATA, DECISIONS OF THIRD-PARTY PLATFORMS OR CLAIMS OF THIRD PARTIES AGAINST THE CLIENT.

11.4. The limit in Section 11.1 is total and aggregate. It is not cumulative with any other limit and does not apply separately to each claim.

11.5. The Client shall defend, indemnify and hold harmless SMH, its owner, employees, subcontractors and agents against all third-party claims, losses, penalties, fines, costs and reasonable legal fees arising from the Client’s breach of the Agreement, infringement of third-party rights, the Client Materials, or unlawful content or messages.

11.6. SMH is not responsible for the content of websites, ads, posts or messages provided or approved by the Client, nor for the Client’s products, services, prices or offers. The Client bears sole legal responsibility for such content.

11.7. Any forecasts, projections, ROI calculations or estimates contained in Offers, proposals or reports are illustrative only and do not constitute a guarantee or a binding commitment.

11.8. The Client shall handle any complaint or inquiry from End-Users, Third-Party Platforms or competent authorities relating to its content or its use of the Services that SMH forwards to it, respond promptly in accordance with the applicable procedures, and provide SMH with a copy of its response upon request.

12. Term and termination

12.1. The Agreement enters into force when the Client accepts an Offer, subscribes to a Package or makes its first payment, whichever occurs first. Subscriptions renew automatically for successive monthly billing periods until terminated in accordance with this Section 12.

12.2. Unless the Package or Offer provides otherwise, the following minimum terms apply: websites, web shops and applications – 12 months; CRM – 3 months; advertising management – 3 months. Where a Package combines several Services, the minimum term stated for the Package applies or, if none is stated, the longest minimum term of the Services included.

12.3. After the minimum term, either party may terminate a subscription by giving at least 30 days’ written notice. The Client shall send its notice to info@systemmarketinghouse.com. A request to delete the Client’s account is also deemed a notice of termination.

12.4. If the Client terminates a subscription before the end of its minimum term, all remaining monthly instalments for the minimum term become due immediately.

12.5. SMH may terminate the Agreement with immediate effect by written notice if the Client materially breaches the Agreement (including Section 10), if any amount remains unpaid for more than 30 days after its due date, or if the Client becomes insolvent. In such cases, Section 12.4 applies accordingly.

12.6. Upon termination: (a) the Client shall immediately stop using the Services; (b) all amounts owed by the Client become immediately due; (c) all licences granted to the Client end, and SMH may deactivate the websites, CRM accounts, automations and campaigns provided under the subscription, unless a buy-out or transfer has been agreed in writing (Section 15.5); (d) upon the Client’s request made within 30 days of termination, SMH will provide an export of the Client’s CRM contacts and Client Materials in a standard format; and (e) after that period, SMH may delete the Client’s data, except where retention is required by law. The parties shall agree on how records and invoices will be retained.

12.7. Domains registered in the Client’s name remain the property of the Client. Domains registered by SMH on the Client’s behalf will be transferred to the Client upon request, once all amounts due have been paid.

12.8. If the Client is a consumer, it may withdraw from a distance contract within 14 days of its conclusion without giving any reason, by sending a clear statement to info@systemmarketinghouse.com. If the consumer has expressly requested that the Services begin during the withdrawal period, it shall pay an amount proportionate to the Services provided up to the time of withdrawal. The right of withdrawal is lost once the Service has been fully performed with the consumer’s prior express consent and acknowledgement. Mandatory consumer protection rules prevail over these Terms.

13. Force majeure

13.1. Neither party is liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including natural disasters, epidemics, war, strikes, power outages, failures of telecommunications or computer systems, cyberattacks, outages or policy changes of Third-Party Platforms, acts of third parties, and acts or regulations of public authorities. This Section does not release the Client from its obligation to pay for Services already provided.

14. Assignment

14.1. SMH may assign or transfer all or part of its rights and obligations under the Agreement to a third party, including a company founded or controlled by the owner of SMH as its successor, by notifying the Client. The Client hereby consents in advance to such assignment or transfer.

14.2. SMH may engage subcontractors to perform the Services and remains responsible for their work as for its own.

14.3. The Client may not assign or transfer its rights or obligations under the Agreement without SMH’s prior written consent.

15. Intellectual property

15.1. All content, trademarks, software, templates, designs, databases and other materials on the SMH website and within the Services are owned by or licensed to SMH and are protected by law.

15.2. For the duration of the Agreement, SMH grants the Client a personal, non-exclusive, non-transferable and non-sublicensable right to use the Services, including the websites, templates, CRM configurations, automations, funnels, scripts and other materials provided under the subscription, solely for the Client’s own business. The Client shall not copy, modify, reverse engineer, decompile, distribute, rent, sell or transfer the Services or such materials, or remove any proprietary notices from them. SMH retains all ownership rights. The Client shall notify SMH of any suspected infringement of SMH’s intellectual property.

15.3. The Client’s rights under Section 15.2 end upon termination of the Agreement, unless a buy-out or transfer has been agreed in writing. The Client shall then stop using all such materials.

15.4. The Client retains all rights to the Client Materials. The Client grants SMH a non-exclusive, royalty-free licence to use, reproduce, adapt and publish the Client Materials to the extent necessary to provide the Services.

15.5. Websites, web shops and applications provided as part of a subscription without a separate one-time development fee remain the property of SMH, including their design, code, structure and configuration; the Client may acquire them through a buy-out at a price agreed in writing. For one-time projects paid in full under an Offer, the Client acquires an exclusive right to use the final deliverables created specifically for it, without limitation in time or territory, excluding SMH’s pre-existing tools, templates and know-how and any third-party components (such as themes, plugins, fonts, stock media and software), which remain subject to their own licences.

15.6. The Client authorises SMH to create anonymised and aggregated data from the use of the Services and from campaign results (“Resultant Data”) and to use it to improve the Services, for benchmarking and for other lawful purposes. Resultant Data does not identify the Client or End-Users and does not include the Client’s confidential information. The Client assigns to SMH all rights in the Resultant Data.

15.7. The Client authorises SMH to analyse and use technical and performance data (such as website traffic, campaign metrics, and message delivery and engagement data) to provide, maintain and improve the Services, and for other lawful purposes in accordance with Section 6.

16. Severability

16.1. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects its original intent.

17. Governing law and disputes

17.1. These Terms and the Agreement are governed by the laws of the Republic of Croatia.

17.2. The parties shall try to resolve any dispute amicably. If they fail to do so, the dispute shall be resolved by the competent court in Zagreb, Republic of Croatia (for commercial disputes, the Commercial Court in Zagreb).

17.3. If the Client is a consumer, this Section does not deprive the consumer of the protection afforded by mandatory provisions of law, including the right to bring proceedings before the court competent under such provisions.