1. CLIENT AGREEMENT

This Agreement between Ivy Marketing Technology Ltd (Company Number: 11792678) (“The Company”) and you or your business (“the Client”) covers the terms under which we provide our services.

2. ENTIRE AGREEMENT

This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding, or agreement, express or implied, in relation to the subject matter of this Agreement. These terms apply to all dealings between The Company and the Client, including all agreements, quotes, or orders. This Agreement is entered into solely for business purposes between two commercial entities and is intended to be governed exclusively by applicable contract law.

3. SERVICES

3.1. Provision of Services

The Company will deliver the services specified in the Client Form. Service provision will take place during the specified Project Period and any additional time agreed in writing. The Services will be paid for upon completion of the services or for larger projects part payments will be paid upon completion milestones agreed with the Client in writing.

3.2. Commitment

For the duration of the Project Period, The Company will not work with any direct competitor within the Client’s location as specified in the Client Form.

3.3. Client Engagement

The Client will participate in one initial onboarding call, provide and respond to weekly updates, and maintain active communication. The Company will provide a support channel (Mon-Fri, 8am-5pm GMT, excluding bank holidays), provide a weekly report, and ensure continued access to materials and customer portal provided during the Project Period.

4. CLIENT OBLIGATION

4.1. Provision of Information

The Client must provide complete and up-to-date information and cooperate fully to enable The Company to perform the services effectively.

4.2. Compliance

The Client warrants that all actions taken under this Agreement will comply with applicable laws and respect third-party rights.

4.3. Advertising Approval

The Client is responsible for approving all advertising materials before release, ensuring they meet appropriate standards. The Client indemnifies The Company from liabilities arising from materials that they approved.

5. DISCLAIMERS - NO LEGAL OR FINANCIAL ADVICE

5.1. All information provided by The Company, as part of the Services, is general information.

5.2. This information is based on information you provide to The Company.

5.3. No information provided as part of the Services is intended to be legal or financial advice of any kind, and it should not be relied on as such.

6. USE OF INDUSTRY STANDARD MARKETING TECHNIQUES

The Client acknowledges and agrees that The Company may employ industry-standard marketing techniques, including the use of avatar actors, live actors, and similar tools to optimise the effectiveness of the Services.

The Client understands that The Company may use advertising and funnel templates that have already been tested. By leveraging tested marketing strategies and content, The Company aims to maximize the Client's advertising budget and avoid unnecessary expenditure on untested approaches.

7. FEES AND PAYMENT

7.1. Fee Payment

Fees are due as specified in the Client Form or, if not specified, within 3 days of invoice. Payments are processed through third-party providers and may be subject to their terms and policies.

7.2. Late Payment

If payments are late:

The Company may suspend services until payment is made.

VAT: All fees exclude VAT unless stated otherwise. VAT is payable by the Client.

7.3. Exclusive Commitment

The Client acknowledges that, as part of this Agreement, the Service Provider has committed to an exclusive engagement with the Client for the duration of the Project Period within the Client’s designated location.

8. OWNERSHIP OF MARKETING ASSETS AND CONSEQUENCES OF PAYMENT DEFAULT

The Client acknowledges that they retain ownership of all ads, marketing assets, and other materials created for the Client as part of the Services ("Marketing Assets")once the Services have been completed and the Client has then paid for the Services.

9. USE OF CLIENT ASSETS FOR MARKETING PURPOSES

The Client grants The Company the right to reference the Client's name, brand, and logo, and to showcase examples of the Client’s ads and performance metrics achieved through the Services.

10. TERMINATION

10.1. Termination by The Company

The Company may terminate this Agreement if the Client breaches any terms or becomes insolvent.

10.2. Termination by the Client

The Client may terminate if The Company materially breaches the Agreement.

11. LIABILITY

11.1. Indemnity

The Client agrees to indemnify The Company against losses arising from any Client-provided materials or Client breaches of this Agreement.

11.2. Limitations

The Company is not liable for consequential losses or indirect damages under this Agreement, except as required by law.

12. DISPUTE RESOLUTION

For any disputes, contact

[email protected]

We will acknowledge your contact within 2 days and give a full response within 7 days.

14. GOVERNING LAW

This Agreement is governed by the laws of England and Wales, with disputes subject to the jurisdiction of its courts.