Terms and Conditions of Services

01

About Us

These Terms and Conditions govern the provision of services by DKYB DIGITAL LTD, company number 17500084, registered office at 50 Princes Street, Ipswich, England, IP1 1RJ, United Kingdom, email contact@dkyb-digital.com (“DKYB”, “we”, “us” or “our”).

02

Business Customers Only

Unless expressly agreed otherwise in writing, our services are provided exclusively to persons acting for purposes relating to their trade, business, craft or profession. By purchasing or commissioning our services, you represent that you are acting as a business customer and not as a consumer.

03

Services

We may provide services including, without limitation:

• digital marketing
• advertising and campaign management
• customer acquisition
• lead generation
• marketing strategy
• digital consulting
• business development support
• database and data-related services
• CRM-related services
• campaign optimisation
• web and software development
• digital tools and solutions
• business consultancy
• business support services
• related digital services

The exact scope of services shall be determined by the applicable quotation, order form, proposal, statement of work, invoice or written agreement.

04

Formation of Contract

A contract may be formed when:

• we accept a client’s written order;
• the client accepts our quotation or proposal;
• the client signs an applicable service agreement or order form;
• the client makes payment following issuance of an invoice or payment request; or
• the parties otherwise expressly agree in writing that services should commence.

Our quotations are invitations to contract and may be withdrawn or amended before acceptance.

05

Client Information

The Client must provide accurate, complete and timely information reasonably required for performance of the services. DKYB shall not be responsible for delays, errors or losses resulting from inaccurate, incomplete or late information supplied by the Client or its representatives.

06

Marketing and Advertising Services

Where DKYB manages advertising or marketing campaigns, the Client remains responsible for ensuring that:

• its products and services are lawful;
• its advertising claims are accurate and capable of substantiation;
• its websites and sales processes comply with applicable laws;
• any licences or authorisations required for its business are maintained;
• all promotional materials supplied to DKYB are lawful;
• the Client does not instruct DKYB to carry out unlawful, misleading or prohibited marketing.

DKYB may refuse, suspend or terminate campaigns that it reasonably considers unlawful, misleading, fraudulent or likely to expose DKYB or a third party to regulatory, legal or reputational risk.

07

Lead Generation

7.1 Definition — A “Lead” means a contact, prospect, enquiry or business opportunity generated, identified, sourced or transmitted in accordance with the agreed campaign criteria.

7.2 No Guarantee of Conversion — DKYB does not guarantee that any Lead will:

• become a paying customer;
• respond to the Client;
• purchase goods or services;
• qualify for financing;
• enter into any agreement;
• meet the Client’s internal commercial criteria;
• generate any particular level of revenue.

7.3 Campaign Criteria — Lead characteristics, geographic areas, target profiles and qualification requirements must be agreed before or during the campaign. The Client must promptly notify DKYB of any material changes to its criteria.

7.4 Lead Validation — Unless expressly agreed otherwise, the fact that a Lead does not ultimately convert into a sale does not by itself render that Lead invalid. Any specific lead replacement or rejection rules must be agreed in writing.

08

Data Protection and Leads

Each party shall comply with applicable data protection and privacy legislation, including where applicable: the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (PECR); and any legislation amending, replacing or supplementing them.

Where personal data is supplied by one party to the other, the supplying party represents that it has a lawful basis for doing so and has provided any transparency information required by applicable law. Where necessary, the parties shall enter into an appropriate data processing or data sharing agreement.

09

Client’s Use of Leads and Marketing Data

The Client is independently responsible for its subsequent use of Leads or contact information provided to it. In particular, the Client must ensure that any:

• telephone marketing;
• email marketing;
• SMS marketing;
• direct messaging;
• automated calling;
• remarketing;
• profiling;
• onward sharing of personal information

complies with applicable law. Receipt of data from DKYB does not automatically mean that every form of subsequent communication by the Client is legally permitted.

10

Third-Party Platforms

Our services may involve third-party services or platforms, including advertising platforms, social networks, CRM providers, analytics providers, hosting providers, telecommunications systems and payment providers. DKYB is not responsible for platform outages, account restrictions, account suspensions, changes in platform policies, algorithm changes, third-party pricing, advertising account bans, changes in API availability, or decisions made independently by third-party providers.

11

Advertising Spend

Unless expressly included in our fees, advertising spend and third-party media costs are payable separately by the Client. The Client authorises the agreed expenditure required to operate its campaigns. DKYB shall not be liable for advertising costs properly incurred within authorised campaign parameters.

12

Fees and Payment

Fees shall be those stated in the applicable quotation, proposal, invoice, order or service agreement. Unless otherwise agreed, invoices are payable by the due date stated on the invoice; payments shall be made without set-off, deduction or counterclaim; and bank, payment-provider and currency-conversion fees are payable by the Client. Amounts quoted are exclusive of VAT unless expressly stated otherwise. VAT shall be added where legally applicable.

13

Late Payment

We reserve the right to charge interest and recover applicable collection costs in respect of overdue B2B invoices to the extent permitted by law. We may suspend services while undisputed invoices remain overdue.

14

Changes to Scope

Any work outside the agreed scope may be charged separately. Where the Client requests significant amendments, additional campaigns, revised targeting, new integrations or additional deliverables, we may issue a revised quotation or invoice.

15

Client Cooperation

The Client shall:

• provide timely approvals;
• provide required materials and access;
• designate an appropriate contact person;
• respond promptly to reasonable requests;
• maintain appropriate licences and permissions;
• cooperate with compliance checks where required.

Delays caused by the Client may affect agreed delivery dates.

16

Intellectual Property

16.1 Pre-existing Materials — Each party retains ownership of intellectual property owned or developed independently before the relevant engagement.

16.2 DKYB Tools and Know-how — DKYB retains ownership of its methodologies, software, templates, systems, processes, know-how, algorithms, automation, libraries, frameworks and reusable materials.

16.3 Client Deliverables — Upon full payment of all amounts due, the Client will receive the rights in bespoke deliverables expressly identified as being created exclusively for the Client, subject to any third-party or pre-existing intellectual property incorporated into them.

17

Confidentiality

Each party shall keep confidential all non-public commercial, technical, financial and strategic information received from the other. Confidential information may be disclosed where required by law, regulation or court order.

18

No Exclusivity

Unless agreed expressly in writing, DKYB may provide services to other clients, including companies operating in similar or competing industries.

19

No Warranty as to Commercial Performance

DKYB will provide the services with reasonable care and skill. However, DKYB does not warrant or guarantee particular sales volumes, conversion rates, revenue, return on advertising spend, profitability, rankings, customer response levels, campaign performance or uninterrupted third-party platform availability. Forecasts and projections are estimates only.

20

Suspension

We may suspend services where invoices are overdue; required information is not provided; continued performance may violate applicable law; a campaign creates material regulatory or reputational risk; a third-party platform suspends relevant access; or the Client materially breaches these Terms.

21

Termination

Either party may terminate an ongoing engagement in accordance with any notice period agreed in the relevant order or proposal. We may terminate immediately where the Client commits a material breach which cannot be remedied; fails to remedy a remediable material breach following reasonable notice; engages in illegal or fraudulent activity; fails to make material payments when due; requests unlawful marketing activity; or becomes insolvent. Termination does not affect rights and obligations accrued before termination.

22

Fees Following Termination

Amounts relating to services already performed, advertising expenditure already committed and non-cancellable third-party costs remain payable. Prepaid amounts relating to work already performed or costs already committed are non-refundable.

23

Liability

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded. Subject to the above, DKYB shall not be liable for loss of profits, loss of revenue, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, indirect or consequential loss, or loss resulting from third-party platform decisions.

24

Liability Cap

To the maximum extent permitted by law, DKYB’s aggregate liability arising out of or in connection with an engagement shall not exceed the total fees actually paid to DKYB by the Client for the specific services giving rise to the claim during the six months preceding the event giving rise to liability, or, for a one-off engagement, the fees paid for that engagement.

25

Client Indemnity

The Client shall indemnify DKYB against reasonable losses, liabilities and third-party claims resulting from unlawful products or services offered by the Client; misleading information supplied by the Client; infringement caused by materials supplied by the Client; unlawful use of Leads or personal data by the Client; or instructions from the Client that breach applicable law. This clause shall not apply to the extent the loss was caused by DKYB’s own breach of law or contract.

26

Force Majeure

Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including failures of telecommunications, cloud providers, advertising platforms, utilities, internet infrastructure, government measures, war, civil disturbance, strikes or natural disasters.

27

Notices

Notices may be sent by email to the addresses normally used by the parties for the relevant engagement. Notices to DKYB may be sent to contact@dkyb-digital.com.

28

Assignment

The Client may not transfer its contractual rights or obligations without our prior written consent. DKYB may use employees, contractors, affiliates and specialist service providers to perform all or part of the services.

29

Entire Agreement

These Terms together with the applicable proposal, order, quotation, statement of work or agreement constitute the entire agreement regarding the relevant services. Where there is a conflict, any specifically negotiated written service agreement or statement of work shall prevail over these general Terms.

30

Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

31

No Waiver

Failure to exercise a contractual right does not constitute a waiver of that right.

32

Third-Party Rights

Unless expressly stated otherwise, no person other than the parties shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

33

Governing Law and Jurisdiction

These Terms and any contractual or non-contractual disputes arising from them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, except where mandatory applicable law provides otherwise.

34

Contact

DKYB DIGITAL LTD, 50 Princes Street, Ipswich, England IP1 1RJ, United Kingdom. Email: contact@dkyb-digital.com.