These Terms and Conditions (“Terms”) govern the relationship between Vivify Marketing Limited (“Agency”) and the Client. By engaging the Agency, the Client agrees to these Terms.

1. Definitions

1.1 In these Terms, the following definitions apply:
– “Agency” means Vivify Marketing Limited, a company registered in England with its principal place of business at Rotunda Buildings, Montpellier Street, Cheltenham, GL50 1SX.
– “Client” refers to the organization or individual engaging the Agency for Services.
– “Services” means the marketing, digital, creative, and strategic services provided by the Agency as specified in the SOW.
– “Deliverables” include all content, data, digital assets, reports, and materials provided as part of the Services.
– “Intellectual Property” includes all proprietary rights, copyrights, trademarks, and creative works developed as part of the Services.
– “Confidential Information” refers to any business, financial, or strategic information shared during the course of this agreement.

2. Scope of Services

2.1 The scope, deliverables, and timeline for the Services are outlined in the SOW. Any additional work requested by the Client outside of the SOW will be charged separately at the Agency’s standard hourly rates.
2.2 The Client acknowledges that the timely provision of feedback and materials is essential to the successful delivery of the Services.
2.3 The Agency will use reasonable endeavors to meet any agreed deadlines but shall not be liable for delays caused by Client delays or third-party dependencies.
2.4 The Client agrees that any changes to the agreed scope may result in additional fees, timeline extensions, or amendments to the SOW.

3. Payment Terms

3.1 The Client agrees to pay the fees specified in the SOW, which are exclusive of VAT unless otherwise stated.
3.2 Payment is due within 7 days of the invoice date. Late payments may incur interest at 8% per annum above the Bank of England base rate, compounded monthly.
3.3 The Agency reserves the right to suspend Services if payments are not made on time and to recover any additional costs incurred as a result of late payments.
3.4 Any work requested beyond the initial scope will be quoted separately and must be agreed in writing prior to commencement.
3.5 In the event of project cancellation by the Client, the Agency reserves the right to invoice for all work completed up to the cancellation date, including any non-refundable third-party costs.
3.6 All travel, accommodation, and other expenses reasonably incurred by the Agency in connection with the Services shall be reimbursed by the Client, provided they are pre-approved in writing.

4. Intellectual Property and Licensing

4.1 Upon full payment of fees, the Client will own the final Deliverables. However, the Agency retains ownership of any pre-existing materials, templates, or proprietary processes used in creating the Deliverables.
4.2 The Client grants the Agency a perpetual, royalty-free license to use any Client-provided materials strictly for the purposes of this project.
4.3 The Agency retains the right to showcase the work for portfolio, marketing, and promotional purposes unless explicitly restricted in writing by the Client.
4.4 The Agency shall not be responsible for any third-party copyright, trademark, or patent infringement arising from the use of Client-provided materials.

5. Confidentiality

5.1 Both parties agree to keep all confidential information disclosed during the project strictly confidential and not to disclose it to third parties without prior written consent.
5.2 This obligation shall survive the termination of this agreement for a period of 3 years.
5.3 The Client acknowledges that the Agency may use subcontractors and that any Confidential Information shared with such subcontractors will be appropriately protected.

6. Limitation of Liability

6.1 The Agency’s total liability shall not exceed the total amount paid by the Client in the 12 months preceding the claim.
6.2 The Agency shall not be liable for indirect, incidental, or consequential damages, including loss of profit or revenue, arising from the Services.
6.3 The Client agrees to indemnify and hold the Agency harmless from any third-party claims arising from the use of Client-provided materials.

7. Termination

7.1 Either party may terminate this agreement with 90 days’ written notice.
7.2 The Agency may terminate the agreement immediately if the Client fails to make payments on time or breaches any other material term of this agreement.
7.3 Upon termination, all outstanding payments shall become due immediately, and the Agency reserves the right to retain any work until full payment is received.
7.4 The Client shall promptly return all Agency materials and data upon termination.

8. Governing Law

8.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.

9. Amendments and Waivers

9.1 Any amendments to these Terms must be made in writing and signed by both parties.
9.2 A waiver of any breach shall not constitute a waiver of any subsequent breach.

10. Entire Agreement

10.1 These Terms, together with the SOW, constitute the entire agreement between the parties and supersede any prior agreements or understandings.

11. Force Majeure

11.1 The Agency shall not be liable for delays or failures to perform its obligations due to circumstances beyond its reasonable control, including acts of God, strikes, or government restrictions.

12. Non-Solicitation

12.1 The Client agrees not to directly solicit or hire any employee or contractor of the Agency for a period of 12 months following the completion of the Services.

13. Dispute Resolution

13.1 In the event of a dispute, the parties agree to first attempt to resolve the matter through good faith negotiation. If unresolved, the matter may be referred to mediation or binding arbitration as agreed by both parties.

14. Fraudulent Traffic, Bot Activity & Platform Risk

14.1 The Client acknowledges that advertising campaigns may be run across third-party platforms (including but not limited to Meta, Google, TikTok, and programmatic ad networks), which are outside the direct control of the Agency. These platforms may, from time to time, be subject to fraudulent activity, including but not limited to:
– Bot traffic
– Click fraud
– Fake form submissions
– Malicious data manipulation

14.2 While the Agency will take all commercially reasonable steps to monitor campaign performance and flag suspicious activity, it does not guarantee the prevention of fraudulent traffic or bot-generated leads. The Client accepts that some level of fraudulent or non-human activity is a known industry risk and that the Agency cannot be held liable for such occurrences unless caused directly by willful misconduct or gross negligence.

14.3 The Agency agrees to monitor key indicators of abnormal activity, alert the Client if a pattern of suspicious or bot-related behavior is detected, and assist in reporting such activity to the appropriate advertising platforms. However, the Agency is not responsible for any loss of data, spend, or leads resulting from platform-based vulnerabilities or third-party attacks.

14.4 The Client agrees to indemnify and hold harmless the Agency from any and all claims, losses, damages, liabilities, or expenses arising from or related to bot attacks, click fraud, or any form of artificial engagement unless such damage results from a material breach of contract or gross negligence by the Agency. Under no circumstances shall the Agency be liable for loss of profits, revenue, or business opportunities due to such events.

15. Applicability of Terms Without a Formal Contract

15.1 In the event that the Client is not under a formally signed agreement at any point during the client–agency relationship, but continues to receive marketing, advertising, or consulting services from Vivify Marketing Limited, the Client agrees that these Terms and Conditions, including the disclaimers, limitations of liability, and indemnity clauses herein, shall apply in full force. The continued receipt of services shall constitute acceptance of these terms.