Terms of Service

1. Definitions

For clarity, the following terms have specific meanings throughout these Terms:

• "Agency" means York Digital Marketing Services Ltd.
• "Client" means any individual or organisation engaging our services.
• "Services" means the digital marketing services provided by the Agency, including but not limited to SEO, PPC, and social media management.
• "Agreement" means these Terms and any individual contract entered into with a Client.
• "Force Majeure" means any event beyond the Agency's reasonable control, including but not limited to natural disasters, pandemics, or governmental actions.

2. Our Services

We provide digital marketing services as detailed in your individual contract.

• The scope of services, timelines, and deliverables will be outlined in your individual contract.
• Clients must provide accurate and timely information necessary for service delivery.
• Revisions or changes to the agreed services may incur additional fees, as per the contract.
• Some services may involve third-party partners. The Agency is not liable for their acts or omissions beyond our reasonable control; any issues will be handled per the contract.

3. Payments

Payment for services is to be made via bank transfer. Specific payment terms, including due dates and any late fees, will be outlined in your individual contract.

4. Intellectual Property

• Upon full payment, ownership of materials created specifically for the Client (e.g., designs, copy) transfers to the Client. Until full payment, such materials remain the property of the Agency.
• All content on the website (e.g., text, logos) is owned by the Agency or its licensors.

5. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the provision of services, including business strategies, client lists, and marketing plans. This obligation remains in effect for 2 years after the termination of the Agreement.

6. Termination

Either party may terminate the Agreement by providing 30 days' written notice. Upon termination:

• The Client shall pay for all services rendered up to the termination date.
• Any prepaid fees for undelivered services will be refunded on a pro-rata basis.
• Both parties agree to cooperate in winding down any ongoing campaigns or services.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Agency, its directors, employees, and agents from and against any claims, liabilities, damages, or expenses (including reasonable legal fees) arising from:

• The Client's breach of the Agreement;
• The Client's negligence or willful misconduct;
• Any third-party claims related to the Client's use of the Services.
• The Agency's obligation to indemnify the Client is limited to claims arising from the Agency's gross negligence or willful misconduct.

8. Force Majeure

The Agency shall not be liable for any failure or delay in performing its obligations under the Agreement if such failure or delay is caused by Force Majeure. In such cases, the Agency will notify the Client as soon as possible and take reasonable steps to mitigate the impact. If the Force Majeure event continues for more than 60 days, either party may terminate the Agreement with written notice.

9. Limitation of Liability

To the fullest extent permitted by law, the Agency shall not be liable for any indirect, incidental, or consequential losses. The Agency's total liability for any claim shall not exceed the amount paid by the Client for the Services in the preceding 12 months.

• No Guarantee of Results: The Agency does not guarantee specific outcomes from the Services, as results depend on factors beyond our control.

10. Dispute Resolution

Any disputes arising from the Agreement shall first be attempted to be resolved through good-faith negotiations. If unresolved after 30 days, the dispute shall be referred to mediation in accordance with the rules of a recognised mediation body in England. If mediation fails, the dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Assignment

Neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other party, except that the Agency may assign the Agreement to a successor in the event of a merger or sale of the business.

12. Entire Agreement

These Terms, together with any individual contract entered into with the Client, constitute the entire agreement between the parties and supersede all prior discussions, agreements, or understandings.

13. Amendments

Any amendments to these Terms must be made in writing and signed by both parties. The Agency reserves the right to update these Terms at any time, with changes posted on this page. Continued use of the website or services after such changes constitutes acceptance of the revised Terms.

14. Notices

All formal notices under the Agreement must be in writing and delivered by:

• Email to charlie@ydms.co.uk, with confirmation of receipt; or
• Post to 20 Mayfair House, YO1 9QJ.
• Notices shall be deemed received upon confirmation of delivery.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Contact Us

For questions about these Terms, contact us at contact@ydms.co.uk or 20 Mayfair House, YO1 9QJ. See our Privacy Policy and Cookie Policy for data details.