Terms of Service

TERMS OF SERVICE

Between: Impact Digital Marketing Services LTD (registered in England and Wales, company number [●]) trading as “Impact Digital” (the “Agency”)

1. Definitions

   1.1  “Agreement” means these Terms of Service together with any proposal, quotation, schedule or statement of work signed by both parties.

   1.2  “Services” means the web design, hosting, maintenance, digital marketing, search engine optimisation, email marketing, social media management and any other services set out in an Agreement.

   1.3  “Deliverables” means the materials produced by the Agency for the Client while providing the Services.

2. Scope of Services

   2.1  The Agency will deliver the Services described in the relevant Agreement with reasonable skill and care and in accordance with accepted industry practice.

   2.2  Any work that is outside the Scope of Services will be charged at the Agency’s standard hourly rate unless otherwise agreed in writing.

3. Term

   3.1  This Agreement begins on the Effective Date and continues until terminated under clause 11.

4. Fees and Payment

   4.1  Fees for the Services are set out in the Agreement. All fees are exclusive of VAT unless stated otherwise.

   4.2  The Agency will invoice monthly in advance, payable within 14 days of the invoice date by bank transfer or Stripe payment link.

   4.3  If any invoice is unpaid 7 days after its due date the Agency may suspend the Services until payment is received.

   4.4  If any invoice remains unpaid 60 days after its due date the Agency may terminate all Services with immediate effect which may result in emails, advertising campaigns and websites going offline.

   4.5  Before suspension or termination under this clause the Agency will issue at least two written reminders and will make reasonable attempts to contact the Client to resolve the matter.

   4.6  The Client is responsible for any third-party costs incurred by the Agency on the Client’s behalf.

5. Client Responsibilities

   5.1  The Client will provide timely feedback, approvals, content, access credentials and any other information the Agency reasonably requires to perform the Services.

   5.2  The Client warrants that all content supplied is lawful, accurate and does not infringe the rights of any third party.

6. Intellectual Property

   6.1  Subject to full payment of all sums due, the Agency assigns to the Client all intellectual property rights in the Deliverables, excluding any Agency Tools.

   6.2  “Agency Tools” means pre-existing software, code, templates, processes and know-how. The Agency grants the Client a non-exclusive, perpetual licence to use the Agency Tools solely as incorporated in the Deliverables.

   6.3  The Agency may display the Deliverables in its portfolio and marketing materials unless the Client reasonably objects in writing.

7. Confidentiality and Data Protection

   7.1  Each party will keep confidential all information of the other that is marked confidential or would reasonably be considered confidential and will not disclose it to any third party except as required by law.

   7.2  The parties will comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

8. Warranties and Disclaimers

   8.1  The Agency warrants that it will perform the Services with reasonable skill and care.

   8.2  Except as set out in this clause the Agency excludes all other warranties to the fullest extent permitted by law.

9. Limitation of Liability

   9.1  Nothing in this Agreement limits either party’s liability for death or personal injury caused by negligence, fraud or any other liability that cannot be limited by law.

   9.2  Subject to clause 9.1, the Agency’s total liability arising out of or in connection with the Agreement, whether in contract, tort or otherwise, is limited to the total fees paid by the Client in the three months preceding the event giving rise to the claim.

   9.3  The Agency will not be liable for loss of profit, revenue, business, goodwill, data or any indirect or consequential loss.

10. Force Majeure

    Neither party is liable for delay or failure to perform its obligations if such delay or failure is due to events beyond its reasonable control. The affected party will notify the other and use reasonable endeavours to mitigate the effects.

11. Suspension and Termination

    11.1  Either party may terminate the Agreement for convenience with 30 days’ written notice.

    11.2  Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice.

    11.3  On termination the Client will pay for all Services performed up to the termination date and any committed third-party costs.

    11.4  Clauses intended to survive termination, including 4, 6, 7, 8, 9 and 12, will continue in force.

12. Dispute Resolution

    The parties will try to resolve any dispute amicably in the first instance. If they fail to do so they submit to the exclusive jurisdiction of the English courts.

13. Governing Law

    This Agreement is governed by and construed in accordance with the laws of England and Wales.

14. Entire Agreement

    This Agreement supersedes all prior agreements, understandings and representations. Any variation must be in writing and signed by authorised representatives.