Terms & Conditions - Frogspawn Marketing

Terms & Conditions

These Terms and Conditions operate between you (hereinafter referred to as the Client) and Frogspawn Marketing (hereinafter also referred to as we, our or us). By using any of the services made available by Frogspawn Marketing through the Website or in any other way, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions. These Terms and Conditions will be explicitly made available to you electronically for your written acceptance.

1. Definitions

1.1 Frogspawn Marketing means Frogspawn Marketing, a company registered in accordance with the laws of England and Wales, with registered company number 10658400 (also referred to as we, our or us).

1.2 Agreement means an agreement to perform Services, which Frogspawn Marketing will undertake for the Client. The Agreement will come into force when a Client accepts these Terms and Conditions together with a Quotation in writing.

1.3 Client is the party that requests certain online marketing services to be rendered by Frogspawn Marketing against an agreed fee (also referred to as you).

1.4 Client Content means any and all material and information provided by the Client to be used under the Services by Frogspawn Marketing.

1.5 Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally, in writing, or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

1.6 Intellectual Property Rights means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights.

1.7 Quotation means a specified statement of work and the costs related to the performance of these Services provided to the Client in advance of the Agreement entering into force.

1.8 Services means all services rendered by Frogspawn Marketing, including, but not limited to the following service options: (i) Search Engine Optimisation (SEO); (ii) Paid Search Advertising; and (iii) Content Marketing.

1.9 Website means the Frogspawn Marketing website, located at www.frogspawnmarketing.co.uk.

2. General Provisions

2.1 Only these Terms and Conditions are applicable to the creation of, content of, and compliance with any Agreement between the Client and Frogspawn Marketing.

2.2 Entering into an Agreement with Frogspawn Marketing requires the Client’s unconditional acceptance of the applicability of these Terms and Conditions.

2.3 The Client may not enter into an Agreement with Frogspawn Marketing nor accept these Terms and Conditions if the Client does not have the required corporate authority or mental capacity to form a binding legal contract.

2.4 In the event that these Terms and Conditions differ from those agreed upon in a Quotation between Frogspawn Marketing and Client, the Quotation will prevail.

2.5 Any terms used by the Client that contradict these Terms and Conditions are rejected and are therefore not applicable to the Agreement between Frogspawn Marketing and the Client.

2.6 Nothing in these Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Client and Frogspawn Marketing other than the contractual relationship expressly provided for.

3. Use of the Website

3.1 Frogspawn Marketing makes reasonable efforts to ensure that our Website is complete, accurate, and up-to-date. We do not, however, make any representations, warranties, or guarantees (whether express or implied) that the Website is complete, accurate, or up-to-date.

3.2 You may only use our Website in a manner that is lawful and complies with the provisions of this Clause 3. Specifically:

You must ensure that you comply fully with any and all local, national, or international laws and/or regulations;
You must not use the Website in any way, or for any purpose, that is unlawful or fraudulent;
You must not use the Website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software, or data of any kind; and
You must not use the Website in any way, or for any purpose, that is intended to harm any person or persons in any way.

3.3 When submitting any details or information (or communicating in any other way using the Website), you must not submit, communicate, or otherwise do anything that:

Is sexually explicit;
Is obscene, deliberately offensive, hateful, or otherwise inflammatory;
Promotes violence;
Promotes or assists in any form of unlawful activity;
Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
Is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
Is likely to deceive;
Is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise use their personal data in a way that you do not have a right to;
Misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 3.3);
Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks, and database rights) of any other party; or
Is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

3.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these Terms of Use.

4. Quotations and Formation of Agreement

4.1 Quotations and offers made by Frogspawn Marketing are, at all times, without obligation and revocable until the Agreement is formed.

4.2 Frogspawn Marketing cannot be held to its Quotations or offers when the Client can reasonably understand that the Quotation or offer, in whole or in part, contains a mistake or error.

4.3 Any and all quotes in Quotations and offers may be subject to alteration due to unforeseen changes in the Services.

4.4 Any services not specified in a Quotation are not part of the Agreement. The Client is responsible for checking that the details of the Quotation are correct and in line with the Client’s wishes.

5. Execution of the Agreement

5.1 Frogspawn Marketing will provide the Services with reasonable skill and care, commensurate with prevailing standards in its industry in the United Kingdom.

5.2 Frogspawn Marketing will act in accordance with the terms of the Agreement and these Terms and Conditions, and with all reasonable instructions given to it by the Client, provided that such instructions are compatible with the scope of the Agreement.

5.3 Frogspawn Marketing will comply with all statutes, regulations, standards, and codes of conduct applicable to its Services.

5.4 Frogspawn Marketing will use all reasonable endeavours to accommodate any reasonable changes to the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes.

5.5 The Client hereby authorises Frogspawn Marketing to use the Client’s social media access credentials to the extent necessary to provide the Services. These access credentials are considered to be Confidential Information and are to be treated accordingly.

5.6 If and insofar as the proper execution of the Agreement requires, Frogspawn Marketing has the right to have certain Services performed by third parties. This right also applies to the situation that Frogspawn Marketing is unexpectedly not (fully) able to execute the Agreement due to causes that are not directly attributable to it (unless the nature of the Services dictates otherwise because the execution could solely be carried out by Frogspawn Marketing).

6. Client’s Obligations

6.1 The Client will ensure that all data, tools, and information of which Frogspawn Marketing has stated is required for the performance of the Services (which includes the intake form for business clients as provided by Frogspawn Marketing) or of which the Client should reasonably understand it to be necessary for such performance, will be provided to Frogspawn Marketing in a timely, complete, and correct manner prior to the commencement of the Services.

6.2 The Client shall duly inform Frogspawn Marketing of any fact and all circumstances that may be relevant in connection with the execution of the Services.

6.3 Frogspawn Marketing may, from time to time, require the Client’s input or feedback on deliverables prior to use thereof in the course of the Services. The Client will use all reasonable endeavours to respond to Frogspawn Marketing as soon as possible.

6.4 The Client hereby guarantees the correctness, completeness, and reliability of the Intake and all Client Content provided to Frogspawn Marketing.

6.5 Client Content should not include any material or information that (i) is unlawful or inappropriate; (ii) contains a virus or other hostile program; (iii) constitutes harassment, racism, violence, or obscenity; or (iv) infringes the intellectual property or copyright of any third party.

6.6 Frogspawn Marketing will not be liable for any delays in the provision of the Services that may result from the Client’s failure to comply with any of its obligations.

6.7 If the Client does not disclose to Frogspawn Marketing the existence of their Google Ads account, Frogspawn Marketing will open one for the Client. If the Client had already opened a Google Ads account, this may constitute ‘double serving’ under Google’s policies. Frogspawn Marketing shall in no way be responsible or liable for any costs arising therefrom, and the Client shall indemnify Frogspawn Marketing to that end.

7. Payment and Terms of Payment

7.1 All prices stated on a Quotation and/or the Website are exclusive of any value-added tax chargeable thereon unless explicitly stated otherwise.

7.2 In consideration of the Services, the Client shall pay the fees as quoted to the Client. Fees are payable on a monthly basis in advance of the month.

7.3 All amounts paid by the Client are non-refundable. Frogspawn Marketing may offer a refund at its sole and absolute discretion where, due to reasons beyond its reasonable control, it was unable to carry out the Services.

7.4 Any invoice issued by Frogspawn Marketing must be paid by the Client within 30 days of receipt.

7.5 The Services are subject to different minimum terms, whereby SEO services shall have a minimum period of 6 months and paid search a minimum of 3 months.

7.6 If the Client fails to pay any amounts due within the specified timeframe, Frogspawn Marketing is entitled to charge the maximum statutory interest under applicable law over all amounts payable until the amount due has been paid in full. Frogspawn Marketing may also suspend the provision of Services until Frogspawn Marketing has received payment in full.

7.7 If the Client remains in default after 60 days and after receiving an official reminder from Frogspawn Marketing, Frogspawn Marketing may proceed to recovery. The costs related to these proceedings will be borne by the Client. If the Client is declared in default, the Client will owe Frogspawn Marketing, in addition to the principal sum, the statutory (commercial) interest, (extra) judicial collection costs, attorney’s fees, and possibly other damages.

8. Intellectual Property

8.1 The Client hereby warrants and represents that any Client Content provided by the Client shall be the original creation of the Client. The Client hereby indemnifies and holds Frogspawn Marketing harmless from and against all claims, suits, threats, demands, liabilities, settlements, costs, expenses, and legal fees relative to any third party’s claim that the Client Content or any other content infringes upon or interferes with any proprietary right of such party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patents, publicity rights, or any other right now or in the future existing.

8.2 The Client hereby grants Frogspawn Marketing a limited, non-exclusive, non-transferable, revocable, worldwide licence to use the Client Content for the purpose of providing the Services in accordance with these Terms and Conditions.

8.3 Subject to the Client meeting its payment obligations under these Terms and Conditions, creative materials created under the Services by Frogspawn Marketing, including but not limited to any images, videos, content, text, and other materials, shall be exclusively owned by the Client. Frogspawn Marketing shall assign all rights to the Client, and it shall be deemed to have waived any and all moral rights in respect of the same. Frogspawn Marketing will execute all documents and take all actions necessary or reasonably requested by the Client to document, obtain, maintain, perfect, or assign its rights to such content.

8.4 Frogspawn Marketing shall be permitted to list the Client on Frogspawn Marketing’s Website and in any of its marketing and advertising on any medium whatsoever.

8.5 All content included on the Website and the copyright and other intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by Frogspawn Marketing. All this content is protected by applicable UK and international intellectual property laws and treaties.

9. Liability, Indemnification, and Force Majeure

9.1 Our Services and Website are provided “as is” and on an “as available” basis. Frogspawn Marketing may alter, suspend, or discontinue the Services and/or the Website (or part(s) thereof) at any time and without notice. Frogspawn Marketing shall not be liable to you in any way if the Website is unavailable.

9.2 Insofar as is permitted by law, Frogspawn Marketing makes no representation, warranty, or guarantee that the Services will meet the Client’s requirements or that they will not infringe the rights of third parties.

9.3 Neither the Client nor Frogspawn Marketing will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, a public health crisis, or any other event that is beyond the control of the party in question.

9.4 Neither party will be liable for any indirect, special, incidental, or consequential damages, however caused. This shall include the loss of profits, sales or business, agreements or contracts, loss of or damage to goodwill; or any other similar loss. Nothing in these Terms and Conditions will exclude or limit either party’s liability for death, personal injury, fraud, fraudulent misrepresentation, or another form of liability that cannot be limited or excluded by law.

9.5 Nothing in these Terms and Conditions will exclude or limit either party’s liability for death, personal injury, fraud, fraudulent misrepresentation, or another form of liability that cannot be limited or excluded by law.

9.6 To the fullest extent permissible by law, Frogspawn Marketing accepts no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with an Agreement or the Services.

9.7 Notwithstanding the preceding, Frogspawn Marketing’s liability to the Client in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total sums paid or payable by the Client to Frogspawn Marketing under an Agreement.

9.8 Both parties hereby undertake to indemnify the other and to keep the other party at all times fully indemnified from and against all losses arising as a result of any breach of these Terms and Conditions by the indemnifying party.

10. Confidentiality

10.1 During the course of the Services, Frogspawn Marketing may get access to Confidential Information. Frogspawn Marketing will protect any such Confidential Information with reasonable measures using the same standards used as it protects its own content with and will not disclose the Confidential Information to any third party.

10.2 Under these Terms and Conditions, Confidential Information shall include any and all information that is of a confidential nature or of strategic importance. Confidential Information will include items such as business plans, marketing plans and strategies, formulas, processes, data, software source codes, financial information, client lists, and all other information deemed confidential by the parties. Confidential Information shall not include information that is generally available to the public, generally known in the industry, exists in the public domain, is learned from an outside source independent from the relationship established by the Agreement or was known prior to entering the Agreement.

11. Duration and Termination of Agreement

11.1 The Agreement is entered into for a definite period of time, as set out in the Quotation. The term shall depend on the type of Services the parties agree to. The Agreement will commence on the date these Terms and Conditions are accepted in writing by the Client and shall remain in full force and effect until termination of the Agreement in accordance with these Terms and Conditions.

11.2 Either Party may terminate the Agreement at any time by giving to the other not less than 90 days written notice. If such premature termination is initiated by the Client, the Client shall remain liable to pay all fees due for Services already rendered by Frogspawn Marketing and any and all costs incurred by Frogspawn Marketing until the moment of termination.

11.3 Without prejudice to any other right or remedy available to it, either party may terminate the Agreement by giving written notice to the other Party in the following circumstances:

11.3.1 The other party commits any other breach of any of the provisions of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

11.3.2 A receiver is appointed of any of the property or assets of that other party;

11.3.3 The other party becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

11.3.4 The other Party has a bankruptcy order made against it or goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement);

11.3.5 Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party; or

11.3.6 That other Party ceases, or threatens to cease, to carry on business.

12. Miscellaneous

12.1 The Client may not assign, transfer or otherwise delegate the Agreement and/or its rights and/or obligations thereunder (in whole or in part) without the written consent of Frogspawn Marketing. The Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

12.2 Headings included in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

12.3 The failure to enforce any provision of this Agreement will not constitute a waiver nor be construed as such. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise.

12.4 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notice shall be deemed to have been duly given when (a) sent by e-mail and a successful transmission report or return receipt is generated or (b) when delivered by courier or registered mail during the normal business hours of the recipient.

12.5 In the event that one or more of the provisions in these Terms and Conditions are found to be void, either in whole or in part, the remaining provisions will remain in force. Frogspawn Marketing will formulate new provisions to replace the voided provisions, during which the scope of the original provisions has to be considered carefully.

12.6 Frogspawn Marketing is permitted to amend these Terms and Conditions unilaterally. The amended Terms and Conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after written announcement of the amendment to the Client for previously existing Agreements. If the Client continues to use the Services after this 30-day period, the Client will be deemed to have accepted the amended Terms and Conditions.

12.7 Except as supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms and Conditions contain the entire legal understanding between Frogspawn Marketing and the Client and supersede any and all prior or written understandings or agreements in relation to the Client’s use of the Services.

12.8 Both the Client and Frogspawn Marketing acknowledge that, in entering into any Agreement, they do not rely on any representation, warranty, assurance, or other provision except as expressly provided in these Terms and Conditions.

13. Law and Jurisdiction

13.1 These Terms and Conditions and the Agreement between the Parties (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Any dispute, controversy, proceedings, or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.