Terms & Conditions
1. Introduction
These terms and conditions govern the provision of marketing services by Martial Marketing Limited ("we", "us", or "our") to you, the client ("you" or "your"). By engaging our services, you agree to be bound by these terms and conditions.
2. Services
We will provide marketing services as outlined in your agreed-upon proposal. These services may include, but are not limited to, search engine optimization (SEO), pay-per-click (PPC) advertising, social media marketing, email marketing, and content creation.
3. Term and Termination
The minimum term of this agreement is twelve (12) months, unless explicitly stated otherwise in writing. After the initial term, this agreement will automatically renew for successive 12-month periods unless either party provides written notice of termination at least thirty (30) days prior to the end of the then-current term.
4. Fees and Payment
Our fees for services will be as outlined in your agreed-upon proposal. All fees are exclusive of VAT, which will be added at the prevailing rate. Invoices will be sent by the 15th of each month and are due for payment on or before the last working day of the month it is issued, with the exception of the first invoice which is due for immediate payment.
5. No Guarantees
We will use commercially reasonable efforts to provide the services in a professional and workmanlike manner. However, we cannot guarantee that our services will result in any specific outcome, such as increased website traffic, lead generation, or sales. We do not guarantee that you will win new business or hit minimum targets as a result of our services. You have the responsibility to highlight any issues with quality or the content to us promptly.
6. Client Responsibilities
You are responsible for providing us with all information and materials reasonably necessary for us to perform the services. You are also responsible for completing certain tasks as outlined in our onboarding process. Failure to complete these tasks may impede our ability to provide the services, but your recurring charges will continue, and no time will be given for free.
7. No Cooling-Off Period
Please note that there is no cooling-off period for our services. Once you have engaged our services and paid the first invoice, you are bound by these terms and conditions.
8. Our Financial Liability Cap
8.1. We are responsible for fulfilling our obligations under this agreement. If we fail to meet these obligations and you have a valid claim against us related to this agreement (whether in contract, tort including negligence, or otherwise), the maximum amount of financial compensation we will be liable to pay you is limited. Subject to applicable laws, this maximum amount will be the total sum of the fees you paid to us in the 12 months before the event leading to the claim occurred. This agreed financial cap does not mean we avoid responsibility for our actions, but it sets a limit on the financial remedy available.
8.2. This agreed financial cap does not mean we avoid responsibility for our actions, but it sets a limit on the financial remedy available for certain types of claims related to our marketing services. It reflects an agreed-upon allocation of risk. However, this cap does not apply in situations where current laws prevent liability from being limited or excluded. Examples to illustrate this include
(a) Situations where the financial cap generally applies:** The limit described in clause 8.1 would typically apply to claims for direct financial losses arising from a failure by us to deliver the contracted marketing services according to the agreed specifications or timeline (as set out in a Statement of Work or similar). For instance:
* Compensation sought for losses allegedly resulting from significant, unexcused delays in delivering agreed marketing campaign assets (e.g., website copy, ad creatives, social media content plan) that impact your campaign launch.
* Claims related to demonstrable errors made by us in executing specific, agreed-upon campaign tasks (e.g., incorrect setup of an online advertising campaign's technical parameters like geo-targeting or budget caps, contrary to the agreed plan) leading directly to quantifiable wasted expenditure or rework costs.
* Costs incurred to correct significant errors within marketing materials delivered by us (e.g., incorrect product information or pricing in an advertisement) directly attributable to our oversight during the creation or approval process as defined in our agreement.
(b) Situations where the financial cap does not apply (Liability is NOT limited by clause 8.1): By law, we cannot limit our liability for certain more serious matters. Therefore, the financial cap in clause 8.1 **does not apply** to our liability for example:
* Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
* Fraud or fraudulent misrepresentation made by us.
* Regulatory fines imposed on us (for example, fines imposed by the Information Commissioner's Office (ICO) under the UK GDPR / Data Protection Act 2018 arising from our handling of personal data for marketing purposes). Such fines are our responsibility and cannot be capped by this agreement.
* Compensation claims brought by individuals (data subjects) against us for material or non-material damage resulting from our breach of UK GDPR / Data Protection Act 2018 (e.g., relating to consent management or data use in marketing), where limiting such liability is prohibited by law.
* Any other matter for which it would be illegal for us to exclude or attempt to exclude our liability under applicable UK law (e.g., certain breaches of intellectual property, discriminatory advertising practices if applicable).
9. Intellectual Property Rights
All intellectual property rights in any materials created by us in connection with the services shall vest in us, unless they are specifically created as deliverables for the client. We grant you a non-exclusive, non-transferable license to use such materials for your internal business purposes only. In the event of non-payment or breach of contract, ownership of all created
content will revert to us.
10. Confidentiality
Both parties agree to hold confidential all information received from the other party in connection with this agreement, whether marked as confidential or not. This obligation shall survive the termination of this agreement.
11. Entire Agreement
These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
12. Governing Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or relating to this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
13. Notices
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the post, postage prepaid, certified or registered, return receipt requested, addressed as follows:
If to us:
Martial Marketing Limited
30 Quarry Street, Leeds, West Yorkshire, LS6 2JU, United Kingdom
If to you:
[Client Address]
or to such other address as either party may designate in writing from time to time.
14. Severability
If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in full force and effect.
15. Waiver
No waiver of any provision of this agreement shall be effective unless in writing and signed by the waiving party.
16. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, or other natural disasters.
17. Assignment
You may not assign this agreement or any of your rights or obligations hereunder without our prior written consent. We may assign this agreement or any of our rights or obligations hereunder to any third party without your consent.
18. Third-Party Beneficiaries
This agreement is for the benefit of the parties hereto and their respective successors and permitted assigns and is not intended to benefit any third party.
19. Amendments
We may amend these terms and conditions from time to time by providing you with written notice of such amendments. Your continued use of our services following the effective date of any such amendments shall constitute your acceptance of such amendments.
20. Contact Information
If you have any questions about these terms and conditions, please contact us at:
www.marketingmarketing.org/contactus
21. Data Protection and GDPR
21.1 We are committed to protecting your personal data and complying with the UK General Data Protection Regulation (UK GDPR) and other applicable data protection laws.
21.2 We use select partners and subcontractors to provide some of our services. These partners and subcontractors may be located overseas. We may need to share your personal data with these partners and subcontractors in order to fulfil our services to you. We will only share the minimum amount of data necessary and will ensure that our partners and subcontractors have appropriate data protection measures in place.
21.3 You have the following rights in relation to your personal data:
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Right of access: You have the right to request access to your personal data.
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Right to rectification: You have the right to request that we correct any inaccurate or incomplete personal data.
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Right to erasure: You have the right to request that we erase your personal data in certain circumstances, such as where the data is no longer necessary for the purposes for which it was collected.
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Right to restriction of processing: You have the right to request that we restrict the processing of your personal data in certain circumstances, such as where you contest the accuracy of the data.
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Right to data portability: You have the right to receive your personal data in a structured, commonly used and machine-readable format and to transmit that data to another controller.
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Right to object: You have the right to object to the processing of your personal data in certain circumstances, such as where the processing is based on our legitimate interests.
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21.4 If you wish to exercise any of your rights in relation to your personal data, please contact us at www.marketingmarketing.org/contactus.
21.5 For more information about how we process your personal data, please see our Privacy Policy www.martialmarketing.org/privacypolicy
21.6 While we respect your data privacy rights, please note that if you restrict our ability to share information with our partners and subcontractors, this may limit our ability to provide the full range of services outlined in your agreement. However, it will not change the fees charged for our services. We will work with you to explore alternative solutions where possible, but in some cases, certain services may be unavailable or limited in scope if we cannot share the necessary data.
22. Service Level Agreements (SLAs)
Any specific Service Level Agreements (SLAs) will be outlined separately and agreed upon by both parties in writing. While we will endeavor to deliver everything in a timely fashion, no specific SLAs are implied in these terms and conditions unless explicitly stated otherwise.
23. Refunds
We do not offer refunds unless specifically agreed upon in writing for a bespoke one-off purpose.
24. Suspension of Services
We reserve the right to suspend services the day after an invoice becomes late.
25. Dispute Resolution
To resolve any disputes, please email us outlining the issue at www.marketingmarketing.org/contactus If the issue cannot be resolved by you and your designated contact, we will escalate it to our directors to resolve.
26. Indemnification
You agree to indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to your use of our services, the content we create for you, or your breach of this agreement.
27. Warranties and Disclaimers
We offer no warranties for our services, express or implied, including any warranties of merchantability or fitness for a particular purpose. We do not guarantee the success of our work, and you have the responsibility to highlight any issues with quality or content to us promptly.
28. Access to Accounts
We require administrator access to any and all accounts necessary to execute our services, including but not limited to your website, Google Analytics, Google Ads, Facebook, and other relevant platforms.
29. Use of Client Data
We may use client data to introduce you to select third parties who we believe will offer value to your business.
30. Reporting
The specific reporting provided will be outlined based on the services you select and will be detailed in your agreed-upon proposal.