Terms And Conditions

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. By accepting any service, placing an order, or making payment, the Client agrees to these terms. This Agreement is entered into solely for business purposes between two commercial entities and is intended to be governed exclusively by applicable contract law. The parties acknowledge and agree that this Agreement is not subject to consumer protection laws or regulations, as it does not constitute a consumer transaction.

3. SERVICES

3.1. Provision of Services

The Company will deliver the services specified in the Client Form upon payment of the agreed fees. Service provision will take place during the specified Project Period and any additional time agreed in writing.

3.2. Commitment

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

3.3. Client Engagement

The Client will:

(i) Participate in 1 x 90 minute onboarding call and 1 x 30 minute FB access call

(ii) Attend a minimum of 1 x 20 minute call every two weeks

(iii) Liaise with the Account Manager and Appointment Setter a minimum of 1 x per week to provide updates

(iv) Respond to bi-weekly updates

(v) Maintain active communication in the Whatsapp Channel

(vi) Attend any sales training 121 sessions recommended

The Company will:

(i) Provide a WhatsApp support channel (Mon-Fri, 9am-5pm GMT, excluding bank holidays)

(ii) Ensure continued access to materials provided during the Project Period.

4. OUTCOME - GUARANTEE TO CONTINUE

If the outcome as listed in the Client Form is not met within the Project Period, The Company will continue providing services at no additional charge until the outcome is achieved, provided

that:

The Client provides clear evidence that they did not achieve the agreed outcome as listed in the Outcome in the Client Form; and the Client must:allow The Company, to create and run adverts and the funnel based on the framework The Company provides within 30 days of signing this contract; provide testimonials for their service as directed by The Company,
engage appropriately in the communications with and action any tasks as reasonably required by The Company to achieve the agreed outcome.

Allow The Company to run ads at the minimum advised ad spend consecutively for 90 days during the project period, Report weekly (as a minimum via bi-weekly calls and via the Whatsapp channel) into The Company in regarding results, revenue and consultation volume.

Use the services the Company provides to the full and as directed by The Company to allow maximum effectiveness of the strategies deployed by the Company for the benefit of the Client

5. CLIENT OBLIGATION

5.1. 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.

5.2. Compliance

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

5.3. 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 approved materials.

5.4. Responsibility to Maintain Current Activities

The Client agrees to continue performing all regular activities, practices, and operations that sustain their current monthly revenue level throughout the term of this Agreement. The Client

acknowledges that the Company's services are intended to generate additional revenue beyond the Client’s current monthly revenue level, as specified in the "Outcome of the Client

Form." The Company’s efforts will be directed toward achieving the additional revenue goals, and the Client’s ongoing revenue maintenance activities remain their sole responsibility.

6.DISCLAIMERS - NO LEGAL OR FINANCIAL ADVICE

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

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

6.3.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.

7. USE OF INDUSTRY STANDARD MARKETING TECHNIQUES

The Client acknowledges and agrees that The Company may employ industry-standard marketing techniques, including the use of artificial intelligence (AI), 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 been tested and proven in other locations, provided these locations are not in direct competition with the Client’s local area. By leveraging tested marketing strategies and content, The Company aims to maximise the Client's advertising budget and avoid unnecessary expenditure on untested approaches.

8. FEES AND PAYMENT

8.1. Fee Payment

Fees are due as specified in the Client Form. Payments are processed through third-party providers (e.g. Squareup or Gocardless) and may be subject to their terms and policies.

8.2. Late Payment

If payments are late: The Company may suspend services until payment is made.

8.3. Fees Due in Full for Project Period

The Client hereby agrees that all fees associated with the Project Period, as outlined in the Project Agreement, are due in full, regardless of the Client’s chosen payment method or payment schedule.

8.4. Non-Cancellation of Payment Obligation

The Client acknowledges and agrees that the obligation to pay the total fees for the Project Period is binding and non-cancelable, irrespective of whether the Client chooses to complete the Project Period in its entirety or elects to terminate participation at any point before its completion. In the event of early termination by the Client, all unpaid fees shall remain due and payable in accordance with the agreed payment schedule.

8.5. Exclusive Commitment and Opportunity Costs

The Client further acknowledges that, as part of this Agreement, the Company has committed to an exclusive engagement with the Client for the duration of the Project Period within the Client’s designated location, and has thereby agreed not to provide similar services to the Client’s direct competitors within that location.

This exclusivity commitment has resulted in a substantial opportunity cost for the Company, including but not limited to foregoing other business opportunities with competing clients in the Client’s location.

8.6. No Refunds

Due to the Company’s exclusivity commitment and the volume of work completed by the Company, the Client agrees that no portion of the fees paid or payable is refundable, regardless of any decision by the Client to discontinue, delay, or otherwise not complete the Project Period.

The Client understands if it chooses to Pay in Full that the discounted rate provided is due to the Company’s service providers and paid for resources providing a discounted rate for the Project Period if they are paid in full. Therefore the Client understands it is receiving a discount that is simply passed on from the Company’s providers to the Client which as with all payment schedules is non-refundable.

9. OWNERSHIP OF MARKETING ASSETS AND CONSEQUENCES OF PAYMENT DEFAULT

The Client acknowledges that The Company retains ownership of all ads, marketing assets, and other materials created for the Client as part of the Services (the "Marketing Assets") until all fees and payments due under this Agreement are fully paid and current.

In the event that the Client fails to make timely payments or defaults on the payment terms during the Project Period, the Client forfeits any rights to the continued use, access, or ownership of the Marketing Assets. If the Client defaults on payment and continues to use the Marketing Assets without authorisation, The Company reserves the right to seek damages, including but not limited to any lost revenue or additional costs incurred as a result of the unauthorised use of the Marketing Assets.

10. 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, marketing funnels, results, and performance metrics achieved through the Services, including but not limited to screenshots of Meta Ads Business Manager, WhatsApp channels, and other relevant information shared with The Company.

The Company may use these assets in its marketing, sales materials, case studies, and promotional content. Should the Client wish to restrict or limit The Company's use of such materials, the Client must provide a written request specifying the restrictions.

11. TERMINATION

11.1. Termination by The Company

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

11.2. Termination by the Client

The Client may terminate if The Company materially breaches the Agreement and does not remedy that breach within 30 days of notification by The Client.

11.3. Effects of Termination

Outstanding fees remain due unless a material breach has been proven to be committed by The Company which it has not remedied within 30 days of notification by The Client .Access to certain services may be maintained for a limited time at a monthly maintenance fee if requested by The Client.

12. LIABILITY

12.1. Indemnity

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

12.2 Limitations

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

13. DISPUTE RESOLUTION

For any disputes, contact [email protected] .We will acknowledge your contact within 7 days and give a full response within 30 days.

We aim to resolve issues professionally. If dissatisfied, the Client may consult the Chartered Trading Standards Institute for ADR information or may pursue a Money Claim through this link:
https://www.gov.uk/make-court-claim-for-money

14. GOVERNING LAW

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