Terms & Conditions
THIS TERMS AND CONDITIONS AGREEMENT (the Agreement) constitutes a legally binding agreement by and between AD FLUENCE LTD, a limited company registered in England and Wales under company number 16187046 (“AD FLUENCE”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of AD FLUENCE’s website: www.adfluenced.co.uk (the “Website”) and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website and Services, and the Client is required to discontinue use immediately. Thereafter, the relationship between Client and AD FLUENCE shall cease, except that any obligation of the Client to pay AD FLUENCE for services rendered shall remain and continue to be an ongoing obligation owed by the Client to AD FLUENCE.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of AD FLUENCE, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (collectively or individually, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned and controlled by AD FLUENCE and are protected by copyright, trademark laws, and other applicable intellectual property laws or regulations of the United Kingdom, foreign jurisdictions, and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website or Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without AD FLUENCE’s express prior written permission. AD FLUENCE reserves all rights in the Website, Content, and Marks.
2. Ownership of Materials
Notwithstanding AD FLUENCE’s ownership of Submissions, as described in Paragraph 5 (“Client Feedback”), all deliverables created on Client’s behalf, including but not limited to marketing materials, website designs, and other project outputs (“Projects”), belong to the Client, and the Client shall be the sole owner of the copyright for all Projects upon full payment. In the event that any operation of law would cause AD FLUENCE to become the owner of a Project, in whole or in part, rather than the Client, AD FLUENCE irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation. The Client warrants that any and all materials provided to AD FLUENCE as examples or to be incorporated into a Project during the service process are owned by the Client and do not infringe on or misappropriate any third party’s rights, including but not limited to intellectual property rights and any right of publicity. AD FLUENCE reserves the right to showcase the Client’s Project work publicly (e.g., on social media, website, or portfolio) unless otherwise agreed upon as stated in Section 19 of this Agreement.
3. Third-Party Fonts and Assets
In the event that any Project incorporates fonts, images, or other assets that are not owned by AD FLUENCE and require a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Assets”), AD FLUENCE will inform the Client in writing that one or more Third-Party Assets have been incorporated into the Project and that the Client will need to purchase one or more licenses for the Third-Party Assets from the rights-holder(s) to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for the Client to identify which licenses are required and how to contact the rights-holder(s) to purchase said licenses. So long as AD FLUENCE has informed the Client of the incorporation of Third-Party Assets as described above, the Client assumes all responsibility for any consequences resulting from a failure to purchase the necessary licenses for any Third-Party Assets incorporated into a Project.
4. User Representations
By using the Website or engaging AD FLUENCE’s Services, the Client represents and warrants that:
- The Client has the legal capacity and agrees to comply with these Terms and Conditions.
- The Client is not a minor in the jurisdiction of their domicile.
- The Client will not access the Website or Services through automated or non-human means, whether through a bot, script, or otherwise.
- The Client will not use the Website or Services for any illegal or unauthorized purpose.
- The Client’s use of the Website or Services will not violate any applicable law or regulation.
5. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submissions (each a “Submission”) provided to AD FLUENCE shall be the sole property of AD FLUENCE, and AD FLUENCE is under no obligation to keep a Submission confidential or take steps to ensure its confidentiality. AD FLUENCE shall be the sole and exclusive owner of all rights related to the Submission, except to the extent that rights are granted to the Client under Paragraph 2 (“Ownership of Materials”), and shall, at its sole discretion, use and disseminate a Submission for any lawful purpose without permission, acknowledgment, or compensation to the Client. The Client agrees that it has the right to articulate and provide the Submission and hereby waives all claims and recourse against AD FLUENCE for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
6. Prohibited Activities
The Client shall not access or use the Website or Services for any purpose other than that for which they are made available. The Website and Services may not be used in connection with any commercial endeavors except those related to the work performed by AD FLUENCE on behalf of the Client. The Client agrees to refrain from the following:
- Making any unauthorized use of the Website or Services.
- Retrieving data or content for the purpose of creating or compiling a database or directory.
- Circumventing, disabling, or otherwise interfering with security-related features of the Website.
- Engaging in unauthorized framing or linking of the Website.
- Tricking, defrauding, or misleading AD FLUENCE or other users.
- Interfering with, disrupting, or creating an undue burden on the Website or AD FLUENCE’s networks or servers.
- Using the Website or Services to compete with AD FLUENCE.
- Deciphering, decompiling, disassembling, or reverse-engineering any software comprising or making up a part of the Website.
- Bypassing any measures designed to prevent or restrict access to the Website or any portion thereof.
- Harassing, annoying, intimidating, or threatening any of AD FLUENCE’s employees, independent contractors, or agents.
- Deleting the copyright or other proprietary rights notice from any Content.
- Copying or adapting the Website’s software.
- Uploading or transmitting viruses, Trojan horses, or other material that interferes with any party’s use of the Website or Services.
- Uploading or transmitting any material that acts as a passive or active information collection or transmission mechanism.
- Disparaging, tarnishing, or otherwise harming AD FLUENCE.
- Using the Website or Services in a manner inconsistent with any applicable laws, statutes, or regulations.
7. Service Process and Payments
7.1 Subscription-Based Services and Website Development
AD FLUENCE offers subscription-based marketing services and website development services. The process for engaging these services is as follows:
- The Client selects a service or plan via the Website.
- The Client completes payment through Stripe or GoCardless, as applicable.
- Upon payment, the Client receives a form to provide necessary details for the service.
- AD FLUENCE begins work upon receipt of the completed form and delivers the Project upon completion.
7.2 Customized Plans
AD FLUENCE offers customized plans on a project-to-project basis. Pricing, payment terms, and deliverables for customized plans will be agreed upon in writing between AD FLUENCE and the Client prior to the commencement of work. Payments for customized plans may be processed through various methods, including but not limited to Stripe or GoCardless, as agreed upon.
7.3 Payment Terms
Payments for subscription-based services are processed via direct debit on a monthly basis through Stripe or GoCardless. The Client authorizes AD FLUENCE to automatically charge the agreed-upon payment method for recurring payments. The Client is responsible for ensuring sufficient funds are available for direct debit payments. Failure to make timely payments may result in suspension or termination of services, at AD FLUENCE’s discretion.
8. Project Termination and Refunds
8.1 Termination by AD FLUENCE
AD FLUENCE reserves the right to terminate any project before commencing work, at its sole discretion. If a Client has paid for a service (e.g., website development) and AD FLUENCE chooses not to proceed with the project, AD FLUENCE will notify the Client and process a full refund within 7 business days. The Client may not use any materials produced by AD FLUENCE if a refund is issued.
8.2 Cancellation by Client
The Client may cancel a subscription-based service at any time. If the Client cancels, the service will remain active until the end of the current billing cycle (i.e., the end of the month for which payment has been made). No further payments will be charged after cancellation. AD FLUENCE will not issue partial refunds for the remaining portion of a billing cycle.
8.3 Refund Policy
Refunds are assessed on a case-by-case basis at AD FLUENCE’s sole discretion. If a refund is approved, it will be processed within 7 business days via the original payment method. Stripe or GoCardless transaction fees associated with the original payment are non-refundable. If a refund is issued, all materials produced by AD FLUENCE remain the property of AD FLUENCE and may not be used by the Client in any way. AD FLUENCE reserves the right to pursue legal action against the Client for breach of this paragraph.
9. Management and Oversight
AD FLUENCE reserves the right to monitor the Website and Services for violations of these Terms and Conditions and to take appropriate legal action in response to any violation of these Terms or any applicable law, statute, or regulation. AD FLUENCE further reserves the right to restrict or deny access to the Website or Services or disable the Client’s use thereof, at its sole discretion, without notice or liability to the Client. All decisions regarding the management of the Website and Services shall be designed to protect AD FLUENCE’s rights and property.
10. Privacy Policy
By using the Website or Services, the Client agrees to be bound by AD FLUENCE’s Privacy Policy, which is incorporated herein by reference. The Website is hosted in the United Kingdom. Access to the Website or Services from jurisdictions outside the United Kingdom may result in the applicability of laws differing from those of the United Kingdom regarding personal data collection, use, or disclosure. The Client’s continued use of the Website or Services constitutes express consent to the transfer and processing of data in the United Kingdom. AD FLUENCE does not knowingly accept or solicit information from individuals under the age of 16. In accordance with the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR), upon receipt of actual knowledge that an individual under the age of 16 has provided personal data without parental consent, AD FLUENCE shall delete that information as soon as reasonably practicable.
11. Modification
AD FLUENCE reserves the right to change, alter, modify, amend, or remove any content on the Website or Services for any reason at its sole discretion. AD FLUENCE reserves the right to modify or discontinue all or part of the Website or Services without notice and without liability to the Client.
12. Connection Interruptions
AD FLUENCE does not guarantee or warrant that the Website or Services will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption, delays, or errors beyond AD FLUENCE’s control. The Client agrees that AD FLUENCE shall not be liable for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website or Services during any interruption.
13. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales without regard to conflict of law principles.
14. Litigation
Any legal action of any nature shall be brought in the courts of England and Wales. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms and Conditions.
15. Disclaimer
The Website and Services are provided on an as-is, as-available basis. The Client agrees that its use of the Website and Services is at the Client’s sole risk. AD FLUENCE disclaims all warranties, express or implied, in connection with the Website and Services, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. AD FLUENCE makes no warranties or representations about the accuracy or completeness of the Website or Services or any content thereon or linked websites and assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, unauthorized access to or use of AD FLUENCE’s secure servers, any interruption or cessation of transmission to or from the Website or Services, any bugs, viruses, Trojan horses, or the like transmitted to or through the Website or Services by any third party, or any errors or omissions in content and materials or for any loss or damage incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website or Services. AD FLUENCE does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website, Services, a hyperlinked website, or any website or mobile application featured in any advertising.
16. Limitations of Liability and Indemnification
AD FLUENCE and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, legal fees, court costs, fines, forfeitures, or other damages or losses arising from the Client’s use of the Website or Services. The Client agrees to defend, indemnify, and hold harmless AD FLUENCE and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of: (1) use of the Website or Services; (2) breach of these Terms and Conditions; (3) any breach of the Client’s representations and warranties set forth herein; or (4) the Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, AD FLUENCE reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client is required to indemnify AD FLUENCE hereunder. The Client agrees to cooperate with the defense of such claims
17. User Data
The Client is solely responsible for all data transmitted to or relating to any activity undertaken using the Website or Services. AD FLUENCE shall have no liability to the Client for any loss or corruption of any such data, and the Client hereby waives any right of action against AD FLUENCE arising from any such loss or corruption.
18. Electronic Communications, Transactions, and Signatures
The Client hereby consents to receive electronic communications from AD FLUENCE and agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. The Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by AD FLUENCE or through the Website or Services. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records or payments or the granting of credits by any means other than electronic.
19. Showcasing Client Work
AD FLUENCE reserves the right to showcase Project work on digital channels, including social media, the Website, and portfolios, unless otherwise agreed upon. The Client reserves the right to issue a Non-Disclosure Agreement (NDA) between themselves and AD FLUENCE, which would void AD FLUENCE’s right to share or discuss the Client’s work publicly.
20. Licensing
The Client assumes full responsibility for any unauthorized use of images, fonts, or other content displayed on their website, marketing materials, communication channels, or any other mediums. It is the sole responsibility of the Client to ensure that all content utilized is properly licensed. While AD FLUENCE may, in certain circumstances, hold appropriate licenses for specific materials, such licenses are not transferable to the Client unless explicitly stated in writing.
21. Miscellaneous
These Terms and Conditions, together with any policies posted on the Website or regarding the Services, constitute the entire agreement and understanding between the Client and AD FLUENCE. Failure of AD FLUENCE to enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. If any provision or part of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms and Conditions but shall not affect the validity or enforceability of the remaining provisions. Nothing in these Terms and Conditions, the Privacy Policy, or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between the Client and AD FLUENCE.
22. Contact Information
For any questions or complaints regarding the Website or Services, please contact
AD FLUENCE at: info@adfluenced.co.uk