Terms & Conditions of Service (Agency/Client)

Introduction
1. These terms of service (the “Agreement”) is entered into between the “Agency” and the “Client”, jointly referred to as the “Parties”.
2. The Agency is commonly called “topicseed”. It is operated by TOPICSEED LIMITED, a company incorporated in England and Wales (11746352) with the following registered address: Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX. The agency must be contacted via email at [email protected].
Interpretation
1. Headings: The headings in this Agreement are inserted for convenience only and shall not affect its construction.
2. Persons: A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other corporate body, wherever and however incorporated or established.
3. Reference to Law: A reference to a particular law is a reference to it as it is enforced for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
4. Gender: Unless the context otherwise requires, a reference to one gender includes a reference to the other gender.
5. Plurals: Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
6. Legal Terms: Reference to any particular law, legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most closely approximates in that jurisdiction to the English legal term.
7. In Writing: A reference to writing or written includes email but not fax.
8. Any phrase in this Agreement introduced by the term “include”, “including”, “in particular” or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding that term.
Scope of Services Provided
1. Service(s) Provided: The specific services to be provided by the Agency to the Client will be as set out in the separate “Scope of Service” document, which will be provided to the Client and agreed upon before the commencement of any work. This document will provide detailed descriptions of the services to be performed, which may include, but are not limited to website building and hosting services, branding, search engine optimisation, and digital marketing consulting. The “Scope of Service” document forms an integral part of this Agreement.
2. Revisions: The “Scope of Service” document will be reviewed and, if necessary, revised periodically to reflect the evolving needs of the Client and the dynamic nature of the digital marketing landscape.
3. Other Services: Additional services not listed above may be provided as agreed upon in writing by the Agency and the Client. These additional services may be subject to additional fees.
4. Limitations: The Agency will endeavor to provide these Services to the best of its ability. However, due to the nature of digital marketing, the Agency cannot guarantee specific results or outcomes. The Client acknowledges and agrees that the Agency’s Services are dependent on numerous factors beyond the Agency’s control, including but not limited to the actions of third-party service providers and changes in the digital marketing environment.
Third-Party Services
1. Reliance on Third Parties: The Agency’s Services may rely on or require integration with third-party services, such as cloud hosting companies, content delivery networks, or other websites and platforms (e..g, Google services). The Agency does not control and is not responsible for these third-party services.
2. No Liability: The Agency shall not be held liable for any delay, failure, suspension, or termination of any services resulting from actions taken by these third-party service providers, including but not limited to, suspension or banning of the Client’s Google Business Profile.
3. Client’s Acknowledgment: The Client acknowledges and agrees that these third-party services are beyond the Agency’s control, and any issues arising from these third-party services will need to be directly resolved between the Client and the third-party service provider. The Client agrees to not hold the Agency liable for any damages or losses resulting from the use of or inability to use these third-party services.
Agency’s Obligations
1. Provision of Services: The Agency agrees to provide the Services to the Client as described in the “Scope of Service” document and in accordance with this Agreement.
2. Best Efforts: The Agency will perform its duties under this agreement on a ‘best efforts’ basis. This means the Agency will use reasonable skill and care in providing the Services, in accordance with good industry practice. The Agency does not guarantee that the Services will achieve any specific results.
3. Reporting: if agreed within the Scope of Services, the Agency must provide the Client with regular reports detailing the progress and results of the Services provided. These reports shall include but are not limited to performance data, key insights, and any significant changes or recommendations for improvement. The frequency and format of such reports will be as agreed in the “Scope of Service” document or as otherwise mutually agreed upon by the Client and the Agency in writing.
4. Compliance with Laws: The Agency will comply with all applicable laws and regulations in performing its obligations under this Agreement.
5. Confidentiality: The Agency will treat all of the Client’s information as confidential and will not disclose it to any third party without the Client’s prior written consent, except as required by law or regulation.
Client’s Obligations
1. Cooperation: The Client shall cooperate with the Agency in all matters relating to the Services, and provide such assistance and information as may reasonably be required by the Agency in order to carry out the Services in a timely manner. This may include but is not limited to providing clear briefings, accurate and timely feedback, and access to all necessary materials or resources.
2. Information and Materials: The Client shall provide the Agency with accurate, complete, and updated information necessary for the execution of the Service. The Client acknowledges that the Agency relies on this information and materials provided to perform the Services effectively and efficiently.
3. Approvals: When requested by the Agency, the Client shall promptly review and approve or provide feedback on all deliverables. Delay in approval may impact the timelines and delivery of the Services.
4. Compliance: The Client shall comply with all applicable laws, regulations, and codes of conduct relevant to the execution of their obligations under this Agreement.
5. Payments: The Client shall fulfill all payment obligations as stipulated in the “Fees and Payment Terms” section of this Agreement. Failure to make timely payments may result in a delay or termination of the Services.
6. Notification: The Client shall notify the Agency promptly of any change in circumstances that could affect the Agency’s ability to provide the Services.
7. Indemnification: The Client shall indemnify and hold harmless the Agency from any claim, damage, lawsuit, or liability arising from the Client’s failure to comply with these obligations or any infringement of third-party rights due to the materials provided by the Client.
Disclaimer of Guarantees
1. No Guaranteed Results: The Agency endeavors to use its professional knowledge and skill to achieve the goals outlined in the scope of the Services, such as enhancing the Client’s local SEO, PR, and reputation management among other endeavours. However, the Agency does not and cannot guarantee any specific results from these Services. The nature of digital marketing and online reputation management is such that outcomes and successes are influenced by a multitude of factors beyond the Agency’s control.
2. Estimates and Projections: Any estimates, forecasts, projections, or predictive statements made by the Agency are purely speculative and are not a guarantee or promise of actual, future performance or results. These should be used solely for informational and planning purposes and should not be considered as absolute or unchangeable.
3. Acknowledgment: The Client acknowledges and agrees that it is engaging the Agency’s services understanding this uncertainty, and accepts the inherent risks and the absence of guaranteed outcomes in digital marketing endeavors.
Intellectual Property
1. Ownership: The Agency retains all rights, title, and interest in and to the Services, including but not limited to the design, contents, medias, artwork, functionality, and documentation of the website, as well as any and all intellectual property rights therein. This includes any and all copyright, patents, trade secrets, trademarks, and other proprietary rights. Any rights not expressly granted in this Agreement are reserved by the Agency.
2. Use of Services: The Client is granted a non-exclusive, non-transferable, revocable license to access and use the website and its content, for the term of this Agreement, solely for the purpose of receiving and enjoying the benefit of the Services.
Transfer of Services
1. Migration: Should the Client wish to transfer the domain name to a different host, a fee of GBP 100.00 will be charged to transfer the domain name to the Client’s new domain name registrar of choice.
2. Content and IP: The Client acknowledges that upon migration, the Client will not be permitted to use or reproduce the website design, copy, content, and any other IP owned by the Agency on their new site or in any other context.
3. Email Accounts: The Client further acknowledges that any email accounts hosted or managed by the Agency as part of the Services will not be transferred and will be lost upon migration. It is the Client’s responsibility to secure and back up any important data contained within these accounts prior to migration.
4. Notification: The Client must provide the Agency with written notice of their intent to migrate their domain to a different host at least 60 days prior to the proposed migration date
Limitation of Liability
1. Extent of Liability: To the fullest extent permitted by law, in no event shall the Agency (including its directors, employees, and agents) be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with the Services provided by the Agency, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not the Agency has been advised of the possibility of such loss or damage.
2. Cap on Liability: The Agency’s total cumulative liability in connection with this Agreement, including for any liability on account of a failed or deficient service, regardless of the form of action, shall not exceed the total amount of fees paid to the Agency by the Client in the six (6) months preceding the event giving rise to such liability.
3. Time Limitation: No claim may be brought against the Agency, whether in contract, tort or otherwise, more than one (1) year after the cause of action has accrued.
4. Survival: The aforementioned limitations will apply notwithstanding the failure of essential purpose of any limited remedy stated herein. This clause shall survive the termination or expiration of this Agreement.
Fees and Payment Terms
1. Fees: The fees for the Services provided by the Agency will be set out in the “Scope of Service” document or as otherwise agreed in writing between the Agency and the Client. Unless otherwise agreed, all fees are quoted exclusive of any taxes, levies, or duties imposed by taxing authorities, which the Client shall be responsible for.
2. Payment Terms: Invoices will be issued monthly, or as otherwise agreed between the Agency and the Client. Payments are due within 7days of the invoice date.
3. Late Payments: Failure to make payments on time may result in the suspension or termination of the Services. Interest may be charged on overdue amounts at a rate of 2% per month or the maximum permitted by law, whichever is lower.
Termination
1. Termination for Convenience: Either party may terminate this Agreement by giving the other party 30 days’ written notice. Upon termination, all fees for Services rendered until the termination date will be immediately due and payable.
2. Termination for Cause: If either party breaches any of this Agreement, the non-breaching party may terminate the contract immediately upon written notice if the breaching party fails to cure the breach within 14 days of receiving notice of the breach.
3. Effects of Termination: Upon termination, the Client shall immediately cease all use of the Services and any Agency IP. The Agency shall return or destroy all Confidential Information of the Client.
Confidentiality
1. Confidential Information: Both parties agree to keep confidential all information received from the other party that is marked as “confidential” or that reasonably should be treated as confidential, due to its nature or the circumstances surrounding its disclosure.
2. Non-Disclosure: Both parties agree not to disclose the other party’s Confidential Information to any third parties without the prior written consent of the disclosing party, unless required by law or regulation.
3. Use of Information: Both parties agree to use the Confidential Information only for the purposes of performing their obligations under ththis Agreement.
4. Obligations Post-Termination: These confidentiality obligations will survive the termination of this Agreement and will remain in effect for a period of five (5) years following termination.
Dispute Resolution
1. Negotiation: In the event of any dispute arising out of or relating to this Agreement, both parties agree to first attempt to resolve the dispute through good faith negotiations.
2. Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, both parties agree to attempt to resolve the dispute through mediation before a mutually agreed-upon mediator.
3. Litigation: If the dispute cannot be resolved through mediation, both parties agree that the dispute will be resolved through litigation in the jurisdiction of the Agency.
Warranty and Indemnity
1. Warranty: The Agency warrants that it will provide the Services in a professional manner in accordance with industry standards and in compliance with all applicable laws and regulations.
2. Indemnity: The Client agrees to indemnify and hold harmless the Agency and its directors, officers, employees, and agents from any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s use of the Services, the Client’s violation of this Agreement, or the Client’s violation of any rights of a third party.
Severability
1. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed, and the remaining provisions of this Agreement will remain in full force and effect. The severed provision shall be replaced by a legally valid provision that has as similar an effect as possible to the original provision.
Governing Law
1. This Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
Force Majeure
1. Neither party shall be liable to the other for any delay or failure to perform any of its obligations under this Agreement if such delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, pandemic or health crisis, or failure of any communications, telecommunications, or computer system, and the affected party is entitled to a reasonable extension of its obligations.
Changes to the Agreement
1. Right to Change: The Agency reserves the right to change this Agreement at any time. The Client will be notified of any significant changes and given a reasonable period of time to review and accept the new terms.
2. Acceptance of Changes: Continued use of the Agency’s Services after changes to the Agreement constitutes the Client’s acceptance of the new terms. If the Client does not agree to the new terms, the Client must stop using the Services and notify the Agency in writing.
Entire Agreement
1. This Agreement and any documents referred to herein, such as the “Scope of Service” document, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreements. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
3. Any subsequent conversations, calls, letters, and email exchanges between the Parties will not constitute a modification or amendment to this Agreement unless expressly stated in writing and agreed upon by both parties. Such email exchanges are deemed to be operational communications, and while they may provide clarification or direction on the implementation of the Services, they do not alter the fundamental terms, conditions, and agreements contained herein.

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