TERMS AND CONDITIONS

BS and Company Agency®

Last Updated: March 4, 2026

These Terms and Conditions (“Terms”) govern the access, use, and engagement of services offered by BS and Company Agency®, a trademark and brand of Beniquez Sanchez and Company LLC, a company registered in the United States and operating in Puerto Rico under the trade name B and S LLC.

By accessing this website, engaging services, or interacting commercially with the Agency, you (“THE CLIENT”) agree to be legally bound by these Terms.


1. LEGAL IDENTITY OF THE AGENCY

Legal Entity:
Beniquez Sanchez and Company LLC

Trade Name in Puerto Rico:
B and S LLC

Brand:
BS and Company Agency®

Physical Addresses

Puerto Rico
1225 Ave Ponce de Leon
PH 1563
San Juan, PR 00907

Florida
1317 Edgewater Dr.
#7387
Orlando, FL 32804

Phone Numbers

Puerto Rico
787-712-2862

Florida
407-270-1027

Email Contacts

Customer Service
Click Here to Email Us

Sales
Click Here to Email Us


2. NATURE OF SERVICES

BS and Company Agency® provides professional services, which may include, but are not limited to:

  • Strategic Communications
  • Public Relations
  • Advertising
  • Creative & Production
  • Media Planning
  • Marketing
  • Digital Marketing
  • Campaign Strategy
  • Branding
  • Strategic consulting

Services are primarily delivered under monthly retainer agreements, strategic consulting arrangements, or specific project engagements.

All services provided by the Agency are considered professional and intellectual services.


3. CONTRACTUAL RELATIONSHIP

These Terms:

  • regulate the general use of the Agency’s services
  • establish standard commercial conditions

However:

These Terms do not replace, override, or modify any written professional agreement executed between THE CLIENT and THE AGENCY.

If a written agreement signed by both parties exists:

such agreement shall prevail over these Terms.


4. FEES AND PAYMENTS

The Agency’s services are typically billed through:

  • monthly retainers
  • consulting fees
  • project-based engagements
  • ongoing strategic advisory services

Payments may be made through:

  • Stripe
  • PayPal
  • Bank transfer
  • other payment methods approved by the Agency.

Fees and payment conditions will be defined in:

  • service proposals
  • signed agreements
  • invoices issued by the Agency.

5. PAYMENT TERMS AND CREDIT POLICY

Unless otherwise agreed in writing, all services provided by BS and Company Agency are invoiced and payable in advance prior to the commencement of work.

In certain circumstances, and solely at the discretion of the company, BS and Company Agency may consider extending commercial credit terms (including Net 30 invoicing) to qualified corporate clients.

Any request for credit terms must be reviewed and approved by the company prior to the execution of any service agreement. As part of this evaluation process, the company may require the prospective client to provide financial documentation, which may include audited financial statements, corporate financial records, credit references, or other documentation reasonably necessary to assess creditworthiness.

The company may also require authorization to obtain and review personal and commercial credit reports related to the client, its principals, or its authorized representatives, where permitted by applicable law.

Where credit terms are approved, the company reserves the right to require a written service agreement that includes a personal guaranty and a corporate guaranty executed by the client and its authorized representative(s), providing full and unlimited guarantee of payment for all amounts owed under the agreement.

The company reserves the right, at its sole discretion, to deny or revoke credit terms at any time and to require prepayment of services if payment obligations are not met in accordance with the agreed terms.

Late payments may be subject to interest charges, collection costs, and reasonable attorney’s fees as permitted under applicable law.


6. WHEN A PAYMENT IS CONSIDERED RECEIVED

A payment shall be considered completed only when:

the funds have been successfully received and reflected in the Agency’s bank account or payment processor account.

This applies regardless of the date on which THE CLIENT claims to have initiated the transaction.

THE CLIENT is responsible for verifying:

  • processing times
  • bank clearing times
  • authorization requirements from their financial institution.

7. LATE PAYMENTS

The Agency reserves the right to:

  • suspend services
  • halt campaigns
  • pause projects
  • withhold deliverables

if payments are not received within the agreed time frame.

The Agency may also apply:

  • late payment fees
  • legally permitted interest charges
  • administrative fees
  • temporary service suspension.

8. NON-REFUNDABLE PROFESSIONAL SERVICES

THE CLIENT expressly acknowledges and agrees that:

Services provided by BS and Company Agency® constitute professional services based on specialized knowledge, strategic expertise, creativity, planning, time investment, and professional execution.

Such services involve:

  • professional working hours
  • expert consulting
  • strategic analysis
  • creative development
  • campaign management
  • specialized advisory services.

Due to the nature of these services:

PROFESSIONAL WORK HOURS AND EXPERTISE CANNOT BE RETURNED OR RECOVERED.

Therefore:

ALL PAYMENTS MADE TO THE AGENCY ARE FINAL AND NON-REFUNDABLE.


9. NO REFUND POLICY

Under no circumstances will refunds be issued for:

  • professional service fees
  • creative services
  • strategic consulting
  • work performed
  • strategic planning
  • campaign development
  • monthly retainer services
  • partially used services.

This includes, but is not limited to:

  • client-initiated cancellations
  • client strategic changes
  • internal decisions by the client
  • early termination by the client.

10. CHARGEBACKS AND PAYMENT DISPUTES

THE CLIENT acknowledges and agrees that:

All payments made to the Agency constitute payments for non-refundable professional services.

THE CLIENT expressly waives the right to request from any payment processor or financial institution:

  • payment reversals
  • chargebacks
  • disputes
  • refund claims.

This includes, but is not limited to:

  • PayPal
  • Stripe
  • issuing banks
  • card networks
  • financial institutions
  • buyer protection systems.

11. ATTEMPTED CHARGEBACKS

If THE CLIENT attempts to initiate:

  • a chargeback
  • payment reversal
  • dispute
  • bank claim

THE CLIENT acknowledges that:

  • 1. This does not release THE CLIENT from their payment obligation.
  • 2. THE CLIENT remains responsible for the outstanding balance.
  • 3. THE AGENCY has the right to dispute the reversal.
  • 4. THE AGENCY may pursue recovery of payment through legal means.

THE CLIENT shall also be responsible for:

  • banking fees
  • processor charges
  • administrative costs
  • legal fees
  • debt recovery expenses.

12. SUSPENSION OR TERMINATION OF SERVICES

The Agency may suspend or terminate services if:

  • the client fails to make payments
  • the client breaches contractual obligations
  • the client uses the services unlawfully
  • the client causes reputational or legal harm.

13. INTELLECTUAL PROPERTY

All content created by the Agency may include:

  • strategies
  • campaigns
  • designs
  • content
  • creative materials
  • methodologies

Ownership of intellectual property shall be governed by:

  • the signed agreement
  • project-specific arrangements.

14. LIMITATION OF LIABILITY

BS and Company Agency® does not guarantee:

  • specific marketing results
  • exact sales outcomes
  • media placements
  • campaign performance.

Results depend on multiple external factors including:

  • market conditions
  • competition
  • digital platforms
  • client decisions.

15. GOVERNING LAW

These Terms shall be governed by:

  • the laws of the Commonwealth of Puerto Rico
  • applicable federal laws of the United States of America.

Any dispute shall be resolved under the appropriate jurisdiction.


16. MODIFICATION OF TERMS

BS and Company Agency® reserves the right to modify these Terms at any time.

Modifications become effective upon publication.


17. PORTFOLIO USE AUTHORIZATION

Unless otherwise agreed in writing, THE CLIENT grants THE AGENCY the limited, non-exclusive right to reference THE CLIENT’S name, logo, publicly released campaign materials, non-confidential deliverables, and general project descriptions for portfolio, promotional, advertising, marketing, award submission, pitch, website, social media, case study, and business development purposes.

Such use shall be limited to materials that have already been publicly released, published, aired, distributed, or otherwise made public, unless THE CLIENT provides prior written authorization for additional use.

THE AGENCY shall not disclose confidential, proprietary, embargoed, private, or non-public information under this clause.

If THE CLIENT requires that all work remain confidential and excluded from portfolio or promotional use, such restriction must be expressly stated in a written agreement signed by both parties.


18. CONFIDENTIALITY

THE AGENCY and THE CLIENT acknowledge that, during the course of their relationship, each party may receive confidential, proprietary, strategic, financial, operational, commercial, technical, or non-public information from the other party (“Confidential Information”).

Each party agrees to maintain the confidentiality of such Confidential Information and shall not disclose, reproduce, publish, distribute, or use such information for any purpose other than the performance of the services and obligations contemplated by the applicable agreement.

Confidential Information shall not include information that:

  • a) is or becomes publicly available through no breach of this Agreement;
  • b) was already lawfully known by the receiving party before disclosure;
  • c) is received lawfully from a third party without breach of confidentiality obligations; or
  • d) is independently developed without reference to the disclosing party’s Confidential Information.

THE CLIENT acknowledges that THE AGENCY’s methodologies, strategic frameworks, pricing structures, workflows, internal systems, templates, planning methods, creative processes, subcontractor relationships, and operational know-how constitute confidential and proprietary information of THE AGENCY.

The obligations under this clause shall survive the termination of the parties’ relationship.


19. CLIENT OBLIGATIONS (COOPERATION, ACCESS, AND APPROVALS)

THE CLIENT agrees to cooperate fully and in good faith with THE AGENCY and to provide, in a timely manner, all information, materials, approvals, decisions, access credentials, account permissions, brand assets, legal clearances, and other items reasonably necessary for THE AGENCY to perform the services.

THE CLIENT shall be solely responsible for:

  • a) providing accurate and complete information;
  • b) ensuring timely access to advertising accounts, social media accounts, websites, hosting platforms, domains, analytics tools, payment platforms, and any other necessary systems;
  • c) reviewing and approving deliverables, concepts, content, campaigns, and materials in a timely manner; and
  • d) securing any internal or third-party approvals necessary for launch, publication, or implementation.

Delays caused by THE CLIENT’S failure to cooperate, grant access, or provide approvals shall automatically extend project timelines, deadlines, and delivery dates, and shall not constitute a breach by THE AGENCY.

THE AGENCY shall not be responsible for delays, losses, missed launch dates, underperformance, or additional costs resulting from THE CLIENT’S lack of cooperation, untimely approvals, incomplete information, or restricted access.


20. LIMITATION OF LIABILITY / LIMITATION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGENCY’S TOTAL AND AGGREGATE LIABILITY TO THE CLIENT, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE BASIC MONTHLY RETAINER ACTUALLY PAID BY THE CLIENT TO THE AGENCY DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER THE CLAIM ARISES FROM SERVICES, DELIVERABLES, CAMPAIGNS, COMMUNICATIONS, MEDIA PLACEMENTS, DIGITAL ASSETS, THIRD-PARTY PLATFORMS, OR ANY RELATED ACTIVITY.

Exclusion of Indirect Damages

To the fullest extent permitted by law, THE AGENCY shall not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or enhanced damages, including but not limited to:

  • loss of profits
  • loss of revenue
  • loss of business opportunity
  • loss of reputation
  • loss of goodwill
  • loss of data
  • business interruption
  • diminution in value
  • third-party claims
  • media fallout
  • reputational harm
  • speculative damages of any kind.

Platforms and Third Parties

THE AGENCY shall not be responsible or liable for:

  • algorithm changes
  • suspensions or blocking of accounts
  • advertising account restrictions
  • platform outages or failures
  • ad rejections
  • policy changes by third-party platforms
  • system downtime
  • acts, omissions, failures, or negligence of third parties
  • hosting failures
  • domain interruptions
  • payment processor interruptions
  • media vendor errors
  • social media platform actions
  • search engine updates
  • or any other issue outside THE AGENCY’S direct and reasonable control.

THE CLIENT acknowledges that many communications, advertising, digital marketing, and media-related outcomes depend on third-party platforms and market conditions beyond THE AGENCY’S control.


21. COMPLIANCE AND RESPONSIBLE ADVERTISING

THE CLIENT agrees that all campaigns, claims, materials, content, statements, products, services, and representations submitted for advertising, communications, or public dissemination shall comply with all applicable laws, regulations, industry standards, platform rules, and ethical guidelines in Puerto Rico, the United States, and any other applicable jurisdiction.

THE CLIENT shall be solely responsible for the truthfulness, legality, substantiation, ownership, and regulatory compliance of all claims, statements, testimonials, product information, disclosures, and representations supplied to THE AGENCY or approved by THE CLIENT.

THE AGENCY does not provide legal, medical, financial, tax, regulatory, or compliance advice unless expressly agreed in writing.

THE AGENCY reserves the right to reject, suspend, revise, or decline to publish any content or campaign that, in its sole judgment, may expose THE AGENCY to legal, regulatory, reputational, ethical, or platform-related risk.


22. INDEMNIFICATION

THE CLIENT agrees to indemnify, defend, and hold harmless THE AGENCY, its members, managers, directors, officers, employees, contractors, subcontractors, and affiliates from and against any and all claims, demands, actions, damages, losses, liabilities, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees and court costs, arising out of or resulting from the use, reproduction, publication, dissemination, or distribution of any material, logo, slogan, information, data, content, statements, claims, assets, or materials that were provided by THE CLIENT and/or produced by THE AGENCY for THE CLIENT.

This includes, without limitation, claims involving:

  • copyright infringement
  • trademark infringement
  • right of publicity
  • right of privacy
  • unfair competition
  • defamation
  • false advertising
  • deceptive trade practices
  • misleading claims
  • regulatory violations
  • consumer protection violations
  • platform policy violations
  • or any similar allegation.

Control of Defense

THE AGENCY shall have the right to select its own legal counsel and control its own defense. THE CLIENT agrees to cooperate fully, promptly, and diligently in such defense.

Additional Remedies

This indemnification obligation shall be in addition to, and not in limitation of, any other rights or remedies available to THE AGENCY under contract, law, or equity.


23. LIMITED NON-COMPETE / NON-SOLICITATION

During the term of the parties’ relationship and for a period of twenty-four (24) months following termination, expiration, or cancellation of the applicable agreement, THE CLIENT agrees not to directly or indirectly solicit, hire, retain, engage, or contract with, as employee, consultant, contractor, freelancer, or otherwise, any person who is or was an employee, contractor, or subcontractor of THE AGENCY, nor any vendor, provider, or collaborator introduced by THE AGENCY in connection with the services, unless THE AGENCY provides prior express written authorization.

Liquidated Damages

THE CLIENT acknowledges that a breach of this clause would cause substantial harm to THE AGENCY, the exact amount of which would be difficult to determine. Therefore, in the event of breach, THE CLIENT shall pay THE AGENCY, as liquidated damages and not as a penalty, an amount equal to six (6) monthly retainer payments under the applicable agreement, in addition to any additional damages, attorneys’ fees, and costs to which THE AGENCY may be entitled.


24. APPOINTMENT AND SCHEDULING POLICY

24.1. Official Scheduling System

All formal clients of BS and Company Agency, including but not limited to:

  • clients with annual contracts (whose contracts include meeting hours)

  • clients with month-to-month agreements (whose contracts include meeting hours)

  • virtual clients (whose contracts include meeting hours)

must schedule, confirm, or cancel all appointments exclusively through the official scheduling system available on the THE AGENCY’s website.

For purposes of this policy, the term “appointments” includes:

  • phone calls

  • video conferences

  • in-person meetings

The Agency will not accept appointment requests, confirmations, or cancellations through:

  • phone calls

  • emails

  • direct messages

  • or any other method outside the official scheduling system

Failure to comply with this provision may result in the loss of the appointment, without any liability on the part of the Agency.


24.2. Scheduling Platform and Communications

The Agency’s scheduling system is operated through Calendly or a similar platform.

By using this system, the client acknowledges and agrees that:

  • they will receive email notifications

  • they will receive SMS text messages to their mobile device

Such communications may include, but are not limited to:

  • appointment confirmations

  • reminders

  • follow-ups

  • cancellations

The client expressly consents to receiving these communications as part of the scheduling process.


24.3. Proper Use of the Scheduling System

In order to ensure a fair and organized distribution of available time slots:

  • each client may reserve only one (1) appointment time and one (1) date per day

This policy is intended to allow other clients equitable access to available time slots.

Abuse of the scheduling system, including but not limited to:

  • reserving multiple time slots on the same date

  • blocking availability to prevent other clients from booking

shall result in:

  • cancellation of additional appointments scheduled for that same date

  • retention of only one (1) appointment at the sole discretion of the Agency

Additionally, such abuse will result in an additional charge of:

five hundred dollars ($500.00) per additional improperly reserved appointment, in addition to the original appointment, if the client fails to cancel previously reserved appointments for that same date.

By using the scheduling system, the client acknowledges and agrees to this policy in its entirety.


24.4. Eligibility for Included Meetings

Meetings at no additional cost shall be available only to:

  • clients with formal written contracts

  • whose agreements explicitly include in-person, telephone or video meeting hours

This provision does not apply to:

  • virtual clients

  • clients under month-to-month agreements

  • prospects

  • individuals who are not yet clients

If the CLIENT’s contract includes meeting hours, the time spent in each meeting will count against the working hours included in their contract. Once the hours included in their contract have been used up, the CLIENT must pay for each additional meeting hour at the rate indicated by the AGENCY.

If THE CLIENT does not have a contract with the agency that includes meeting hours, the client must pay $250.00 per hour for each meeting, in advance.


24.5. Emergency Meeting Policy

Emergency meetings requested by contracted clients, even if such clients have meeting hours included under their agreement, shall be subject to additional charges when such meetings require adjustments to the Agency’s previously scheduled calendar.

This includes situations where the Agency must:

  • reschedule previously confirmed meetings with other clients or prospects

  • interrupt ongoing internal operations

  • operate outside normal business hours

The Agency also incurs additional operational impact, including:

  • one (1) hour prior for preparation and travel

  • one (1) hour after for schedule reorganization

Accordingly, all emergency meetings shall incur a fixed fee of:

one thousand dollars ($1,000.00)

equivalent to four (4) billable hours at a rate of $250.00 per hour.

This fee must be paid at the time the appointment is scheduled and shall be:

  • mandatory

  • non-refundable under any circumstances


24.6. Emergency Hours

For purposes of this policy, emergency meeting hours shall be:

  • Monday through Friday

  • from 7:00 a.m. to 11:00 a.m.

  • and from 5:45 p.m. to 11:00 p.m.

excluding holidays.


24.7. Limitation of Liability

The client acknowledges and agrees that:

  • all appointments must be managed exclusively through the official scheduling system

  • any attempt to schedule, confirm, or cancel appointments through alternative methods shall be deemed invalid

In such cases, the Agency:

  • does not guarantee the validity of the appointment

  • shall not be liable for any financial losses

  • shall not be liable for loss of business opportunities

  • shall not be liable for any direct or indirect damages arising from the client’s failure to comply with this policy


24.8. Acceptance of Policy

By using the Agency’s scheduling system, the client:

  • acknowledges that they have read this policy

  • agrees to be legally bound by its terms

  • agrees to comply with all provisions set forth herein.


24.9. Appointment scheduling page

  • https://bsandcoagency.com/meeting-schedule-for-clients-with-annual-contracts/

25. Consultation Scheduling for Prospects (Phone, Video, and In-Person Meetings)

All consultations requested by prospective clients, including but not limited to phone calls, video conferences, or in-person meetings, are conducted strictly as initial strategic consultations designed to evaluate the prospect’s business needs, objectives, and potential alignment with the services offered by BS and Company Agency.

Prospective clients must schedule all consultations exclusively through the Agency’s official scheduling pages available at:

The Agency does not accept consultation requests through any other channels, including but not limited to telephone calls, emails, direct messages, or informal communications.

All consultations are subject to availability and are intended solely for the purpose of:

  • assessing the prospect’s organizational needs

  • determining strategic fit

  • discussing potential engagement opportunities

Scheduling a consultation does not:

  • constitute a contractual relationship

  • guarantee acceptance as a client

  • obligate the Agency to provide services

The Agency reserves the right, at its sole discretion, to:

  • accept or decline consultation requests

  • reschedule consultations

  • limit the frequency of consultations per prospect

  • determine the appropriate format of the meeting (phone, video, or in-person)

Prospects acknowledge and agree that consultations are part of a structured evaluation process and must be conducted in accordance with the Agency’s scheduling system and operational policies.

Failure to comply with these requirements may result in:

  • cancellation of the consultation

  • denial of future scheduling requests

  • restriction of access to Agency services


26. NON-DISPARAGEMENT

THE CLIENT agrees that neither THE CLIENT nor any of its owners, officers, employees, contractors, agents, representatives, affiliates, or related parties shall make, publish, communicate, post, transmit, or otherwise disseminate any false, defamatory, misleading, malicious, disparaging, or harmful statement regarding THE AGENCY, its members, managers, directors, officers, employees, contractors, subcontractors, affiliates, services, work product, or business practices.

Nothing in this clause shall prevent THE CLIENT from making truthful statements required by law. However, THE CLIENT expressly agrees not to publish false, misleading, distorted, decontextualized, or malicious statements intended to damage THE AGENCY’S business reputation.

THE AGENCY shall be entitled to seek injunctive relief, monetary damages, attorneys’ fees, and any other remedy available at law or in equity for any breach of this clause.


27. JURISDICTION AND ARBITRATION

These Terms, and any dispute, controversy, or claim arising out of or relating to the relationship between THE CLIENT and THE AGENCY, the services, the payments, the deliverables, or any related matter, shall be governed exclusively by the laws of the Commonwealth of Puerto Rico, without regard to conflict of law principles, together with applicable federal laws of the United States.

THE CLIENT expressly agrees that any legal proceeding, claim, dispute, or action shall be brought exclusively in the courts of the Commonwealth of Puerto Rico.

At THE AGENCY’S sole election, any dispute may instead be submitted to binding arbitration in Puerto Rico, in Spanish or English, before a neutral arbitrator selected in accordance with applicable Puerto Rico arbitration procedures.

THE CLIENT expressly waives any objection based on forum non conveniens, personal jurisdiction, venue, inconvenience, or similar grounds.

THE AGENCY shall not be responsible, under any circumstance, for any lodging, airfare, ground transportation, meal expenses, legal fees, expert fees, travel expenses, or any other expenses incurred by THE CLIENT in connection with any claim, appearance, proceeding, arbitration, mediation, or court matter.

Each party shall bear its own costs unless otherwise ordered by the court or arbitrator, except where these Terms or the applicable agreement provide otherwise in favor of THE AGENCY.


28. SEVERABILITY

If any provision of these Terms, or any portion thereof, is determined by a court or tribunal of competent jurisdiction to be invalid, illegal, unenforceable, or void, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

The invalidity or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision.

If necessary, the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving, as closely as possible, the original intent of the parties.


29. PARENT COMPANY POLICIES AND GOVERNING TERMS

Parent Company Policies and Governing Terms

This website and the services offered through it are operated as part of the corporate structure of Beniquez Sanchez and Company LLC, a Florida Limited Liability Company authorized to conduct business in Puerto Rico as B and S LLC.

In addition to the policies published on this website, users, clients, and customers acknowledge and agree that the corporate policies of the parent company are incorporated by reference into these Terms.

Such policies include, but are not limited to:

• The Terms and Conditions of Beniquez Sanchez and Company LLC
• The Privacy Policy of Beniquez Sanchez and Company LLC
• The Payment and Refund Policy of Beniquez Sanchez and Company LLC
• Any additional corporate policies referenced on the parent company website.

These corporate policies are available at: https://beniquezsanchez.com

By accessing this website, purchasing services, subscribing to platforms, or engaging in any commercial relationship with the company or its brands, users expressly acknowledge and agree that the Terms and Conditions, together with the Privacy Policy, Payment and Refund Policy, and any other policies referenced on the parent company website, constitute the governing legal framework applicable to the use of the services provided by this website and its affiliated brands. In the event of any inconsistency between the terms, conditons and policies published on this website and the terms, conditons and policies of the parent company, the terms, conditons and policies of Beniquez Sanchez and Company LLC shall prevail.

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