Introduction
1.1 These Terms and Conditions (“Terms”) govern the relationship between SEARXH LTD (“we”, “us”, “our”) and the client (“you”, “your”) in relation to the provision of marketing services (“Services”) by SEARXH LTD.
1.2 By engaging our Services, you agree to be bound by these Terms. If you do not accept these Terms, you must not use our Services.
Services
2.1 We will provide the Services in accordance with the agreed scope, as set out in a written proposal, quote, or statement of work (“Agreement”) provided by us to you.
2.2 We may amend the scope of Services in response to your request, subject to mutual agreement and any additional fees.
Fees and Payment
3.1 You agree to pay the fees for the Services as specified in the Agreement, which will be invoiced in accordance with agreed payment schedule.
3.2 All invoices are due for payment within 14 days of the invoice date, unless otherwise agreed in writing.
3.3 Late payments may incur interest at the rate of 4% above the Bank of England base rate, compounded daily.
Intellectual Property
4.1 We retain all rights, title, and interest in any pre-existing intellectual property that we use in providing the Services.
4.2 Upon receipt of full payment for the Services, we will grant you a non-exclusive, royalty-free license to use any deliverables created specifically for you as part of the Services, for the purposes set out in the Agreement.
Confidentiality
5.1 Both parties agree to maintain the confidentiality of any confidential information received from the other party during the course of providing or receiving the Services, unless required to disclose such information by law.
Data Protection
6.1 Both parties will comply with all applicable data protection laws and regulations, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Limitation of Liability
7.1 Our liability to you for any loss or damage arising from our provision of the Services shall be limited to the total amount paid by you to us under the Agreement.
7.2 We will not be liable for any indirect, consequential, or special damages, including loss of profits, business interruption, or loss of data.
Termination
8.1 Either party may terminate the Agreement for any reason by providing 30 days’ written notice to the other party.
8.2 Either party may terminate the Agreement with immediate effect if the other party commits a material breach of these Terms and fails to remedy such breach within 14 days of receiving written notice.
Governing Law and Jurisdiction
9.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
9.2 Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Miscellaneous
10.1 These Terms, together with the Agreement, constitute the entire understanding between the parties with respect to the Services and supersede all prior negotiations, proposals, and agreements.
10.2 No waiver or modification of these Terms shall be valid unless in writing and signed by both parties.
10.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Please note that this template is for informational purposes only and should not be considered legal advice. Consult with a legal professional before using or customising this template for your specific needs.
