Epic Marketo - Terms and Conditions

1. Introduction

Welcome to Epic Marketo. These Terms and Conditions govern the provision of our digital marketing services to you, our Client. By engaging our services, you agree to be bound by these terms. Please read them carefully. These terms, along with our formal proposal or Statement of Work, constitute the entire agreement between Epic Marketo and the Client.

2. Definitions

In this document, the following terms shall have the meanings ascribed to them:

• “Agency,” “We,” “Us,” “Our”: Refers to Epic Marketo, a digital marketing agency registered in the United Kingdom.
• “Client,” “You,” “Your”: Refers to the individual, firm, or company to whom we are providing services.
• “Services”: Refers to the digital marketing services detailed in the agreed-upon proposal or Statement of Work, which may include but are not limited to Branding and design, SEO, Social media management, PPC, website development (including e-commerce stores), mobile app development, and sales and revenue growth.
• “Agreement”: Refers to these Terms and Conditions along with the specific proposal or Statement of Work.
• “Deliverables”: Refers to the tangible outputs of the Services, such as reports, content, creative assets, and campaign data.
• “Intellectual Property Rights”: Refers to patents, copyrights, trademarks, design rights, and any other intellectual property rights, whether registered or unregistered.

3. Services Offered

We will provide the Services to you as outlined in the mutually agreed-upon proposal or Statement of Work. This document will specify the scope, duration, and objectives of our engagement. Any changes or additions to the scope of Services must be agreed upon in writing by both parties, and may be subject to additional fees. While we strive to achieve the best possible results, we do not guarantee specific outcomes, such as search engine rankings, lead volumes, or sales increases, due to the dynamic nature of the digital landscape.

4. Client Obligations

To enable us to perform our obligations effectively, you agree to:

• Provide us with timely access to all necessary information, data, and resources, including website back-end access, social media account credentials, and brand assets.
• Appoint a primary point of contact within your organisation to liaise with us and provide necessary feedback and approvals.
• Ensure that all materials provided to us do not infringe upon the Intellectual Property Rights of any third party.
• Review and approve Deliverables on time. Delays in feedback may impact project timelines.
• Comply with all applicable laws and regulations concerning your business and marketing activities.

5. Payment Terms

• All fees for our Services will be set out in the proposal or Statement of Work.
• Unless otherwise agreed, invoices will be issued on a monthly basis and are payable within 30 days of the invoice date.
• For one-off projects, a deposit may be required before work commences, with the balance due upon completion or at agreed milestones.
• All fees are exclusive of VAT, which will be added to the invoices at the prevailing rate.
• We reserve the right to charge interest on any overdue amounts at a rate of 4% per annum above the Bank of England’s base rate.
• We may suspend the provision of Services if payments are not received by the due date.

6. Intellectual Property

• Pre-existing IP: Each party retains ownership of its own pre-existing Intellectual Property Rights.
• Client Materials: You grant us a non-exclusive, royalty-free licence to use your logos, trademarks, and other brand materials solely for the purpose of providing the Services.
• Deliverables: Upon receipt of full payment for the relevant Services, ownership of the final Deliverables (such as created content, designs, and reports) will transfer to you. We retain the right to use such Deliverables and a description of the Services for our own promotional and marketing purposes, including in case studies and portfolio pieces.
• Our Tools: We retain full ownership of all our proprietary tools, software, methodologies, and know-how used in the provision of the Services.

7. Confidentiality

Both parties agree to keep confidential all information concerning the business, affairs, customers, clients, or suppliers of the other party. Neither party shall use the other’s confidential information for any purpose other than to perform its obligations under this Agreement. This clause shall survive the termination of the Agreement.

This obligation does not apply to information that is:

• In the public domain, other than by a breach of this agreement.
• Required to be disclosed by law or any governmental or regulatory authority.

8. Limitation of Liability

• Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
• Our total liability to you in respect of all losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to us in the 6 months preceding the claim.
• We shall not be liable to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, or for any indirect or consequential loss or damage.

9. Termination

• Either party may terminate this Agreement by providing 30 days’ written notice to the other party, unless a different notice period is specified in the proposal.
• Either party may terminate this Agreement with immediate effect by giving written notice if the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so.
• Upon termination, you shall be liable to pay for all Services provided up to the effective date of termination.

10. Governing Law

This Agreement, and any dispute or claim arising out of or in connection with it or its 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.

11. Amendments

We reserve the right to amend these Terms and Conditions from time to time. We will notify you of any significant changes. Your continued engagement of our Services after such notification will constitute your acceptance of the revised terms. No other variation of this Agreement shall be effective unless it is in writing and signed by the parties.