Terms and Conditions

1. About us and these terms

This website and the Nimrod Digital Marketing service are operated by Makola Online Ltd, trading as Nimrod Digital Marketing (“Nimrod”, “we”, “us” or “our”). Makola Online Ltd is registered in England and Wales under company number 15147416. Its registered office is 128 City Road, London, United Kingdom, EC1V 2NX.

These terms contain:

• website terms that apply to every visitor; and
• standard service terms that apply when a client orders services from Nimrod, unless an accepted Order states otherwise.

Our Privacy Policy and Cookie Policy explain how personal information and website technologies are handled.

2. Key definitions

3. Using this website

Permitted use

You may use this website for lawful information, enquiry and business purposes. You must not:

• break any applicable law or infringe another person’s rights;
• attempt to gain unauthorised access to the website, accounts, code, systems or data;
• introduce malware, overload the service, scrape it unreasonably or interfere with its operation;
• misrepresent your identity or submit information you are not authorised to provide; or
• copy, exploit or redistribute protected website content except as permitted by law or written permission.

Information, not professional advice

Website content is general information. It is not legal, financial, tax or other regulated professional advice and is not a substitute for advice based on your circumstances. We make reasonable efforts to keep content useful and current but do not promise that every item is complete, error-free or suitable for a particular purpose.

Availability and links

We may change, suspend or withdraw website content or functions. We do not guarantee uninterrupted availability. Third-party links are provided for convenience and do not mean that we control or endorse the linked service.

4. How a service contract is formed

A website enquiry, booking request, published description or price indication is an invitation to discuss services, not an automatic acceptance or binding offer. A service contract is formed when:

1. both parties accept an Order in writing or through an agreed electronic process; or
2. we begin the Services at your clear request after communicating the applicable scope and charges.

The contract consists of the accepted Order, these terms, any applicable data-processing terms and any other document expressly incorporated. The Order prevails over these terms to the extent of a direct conflict. Any Client purchase terms apply only if Nimrod expressly accepts them in writing.

The person accepting an Order for an organisation confirms that they have authority to bind that organisation.

5. Services, delivery and outcomes

We will provide the Services with reasonable care and skill and substantially in accordance with the accepted Order. Dates are estimates unless the Order expressly states that a deadline is fixed.

Digital growth depends on matters outside our control, including your offer, team, response behaviour, market conditions, advertising, platform changes and customer decisions. We do not guarantee a particular number of leads, sales, rankings, revenue, followers, deliverability rate or other commercial result unless the Order expressly provides a measurable guarantee.

Recommendations and strategy are based on information reasonably available at the time. The Client remains responsible for business decisions and for checking that implemented processes remain appropriate to its operations and regulatory responsibilities.

Acceptance of Deliverables

Where an Order includes an approval or acceptance stage, the Client must review the Deliverable promptly and provide specific feedback. Unless the Order sets another period, a Deliverable will be treated as accepted when it is used publicly or in live operations, or when no material non-conformity is reported within 10 working days after delivery. This does not remove any non-excludable legal rights.

6. Client responsibilities

The Client must:

• provide accurate, complete and timely instructions, content, approvals, access and decisions;
• appoint an authorised contact able to coordinate the project;
• ensure Client Materials and instructions are lawful, accurate and do not infringe third-party rights;
• maintain appropriate backups of content and data under its control;
• protect credentials, use suitable permissions and promptly remove access for former personnel;
• obtain necessary notices, permissions and consents for personal data, marketing lists, testimonials, images and communications;
• review and approve copy, legal statements, automations, journeys, forms, pricing and claims before launch; and
• use the Services and Third-Party Services in accordance with applicable law and provider terms.

Nimrod is not responsible for a failure or delay caused by missing access, late feedback, inaccurate Client Materials or another Client dependency. We will explain any material effect on timing or fees where reasonably practicable.

7. Fees, expenses and payment

Fees, payment stages, subscriptions, included usage and any minimum term are stated in the Order. Unless the Order says otherwise:

• fees are stated exclusive of VAT and similar taxes, which will be added if legally applicable;
• invoices are due within 14 calendar days of the invoice date;
• reasonable pre-approved third-party costs and expenses are payable by the Client;
• recurring fees are billed in advance and usage or pass-through charges may be billed in arrears; and
• the Client must raise a genuine invoice query promptly and pay any undisputed amount when due.

For business clients, overdue sums may carry statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable. If a material sum remains overdue after reasonable notice, we may pause affected Services and adjust the timetable. We will not exercise this right for a genuinely disputed amount being addressed promptly and in good faith.

Fees for work already performed, committed third-party costs and properly completed milestones remain payable if a project pauses or ends.

8. Changes, revisions and delays

Each Order covers only its stated scope. A request that changes scope, assumptions, integrations, volume, compliance requirements or an approved Deliverable may require a written change, revised fee or adjusted timetable.

Unless an Order states otherwise, revision rounds apply to refinement within the agreed brief, not a new direction or additional Deliverable. We will not charge for correcting our own material failure to meet the agreed scope.

Neither party is responsible for delay caused by events beyond its reasonable control. The affected party must communicate promptly and take reasonable steps to reduce the effect. If such an event continues for more than 60 days and materially prevents performance, either party may end the affected Services on written notice, with fees adjusted for work properly performed and non-cancellable commitments.

9. Third-Party Services

Many digital systems depend on Third-Party Services such as GoHighLevel/LeadConnector, domains, hosting, email, SMS, telephony, social networks, payment processors, analytics, advertising platforms and application interfaces.

Unless the Order says otherwise:

• Third-Party Services are supplied under the provider’s own terms, privacy information, pricing, usage limits and availability;
• the Client is responsible for provider charges and for maintaining licences or accounts intended to remain with the Client;
• we may configure or administer a Third-Party Service, but we do not control provider outages, policy changes, account reviews, feature withdrawal, deliverability or price changes;
• we will not knowingly make a material provider substitution that reduces the agreed Service without discussing it with the Client; and
• work required because a provider changes its product, interface, terms or pricing may fall outside the original scope.

Where practical, business-critical Client accounts should be registered in the Client’s name with suitable administrative access.

10. Intellectual property

Existing materials

Each party keeps ownership of intellectual property it owned or developed independently before the Order. Nimrod retains its methods, know-how, processes, templates, code libraries, reusable components, design systems and general skills (“Nimrod Background Materials”). The Client retains Client Materials.

Project Deliverables

Subject to full payment, the Client receives the ownership or licence expressly described in the Order. If the Order is silent, the Client receives a perpetual, worldwide, non-exclusive licence to use final bespoke Deliverables for its internal business and ordinary marketing purposes. Nimrod Background Materials and Third-Party Services remain owned by their respective owners.

Editable source files, development files, working files, unused concepts, premium stock assets and transferable third-party licences are included only where the Order expressly says so.

Portfolio use

Unless confidentiality, safeguarding or the Order prevents it, Nimrod may identify the Client and display public-facing final work in its portfolio, credentials and award submissions after launch. We will not publish confidential performance data or personal information without an appropriate basis. A Client may request reasonable restrictions before publication.

11. Data protection and confidentiality

Each party must comply with applicable data-protection law. Where Nimrod processes personal data on the Client’s documented instructions, the parties will apply appropriate data-processing terms addressing subject matter, duration, security, subprocessors, assistance and deletion or return.

The Client is responsible for determining its lawful purposes, lawful bases, notices, retention, communication rules and data accuracy. Nimrod is responsible for following documented instructions and applying the security commitments agreed for its processing role.

Each party must protect non-public commercial, technical and operational information received from the other and use it only for the contract. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, lawfully received from another source, or required to be disclosed by law. These confidentiality obligations continue after the contract ends.

12. Suspension and termination

An Order may state a fixed term, minimum commitment or notice period. If it does not, either party may end an ongoing monthly Service by giving 30 days’ written notice.

Either party may end the affected contract immediately by written notice if the other party:

• commits a material breach and, where it can be remedied, fails to remedy it within 14 days after written notice;
• repeatedly breaches the contract in a way that reasonably undermines confidence in continued performance; or
• becomes insolvent or enters an analogous formal process, subject to applicable law.

We may suspend unlawful, abusive, insecure or materially non-compliant use where reasonably necessary to protect people, systems or legal obligations. Where practicable, we will provide notice and an opportunity to remedy the issue.

On termination, the Client must pay properly due fees for work performed and committed costs. Subject to payment and legal retention duties, we will provide agreed final Deliverables and reasonably assist with an orderly handover within the included scope. Additional migration, extraction, training or handover work may be chargeable. Third-party access and data are also subject to provider capabilities and terms.

13. Responsibility and liability

Nothing in these terms excludes or limits liability where doing so would be unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot legally be limited.

Website visitors

For visitors using this free website for business purposes, we are not liable for indirect or consequential loss, lost profit, lost business, business interruption or lost opportunity arising solely from reliance on general website content. This does not affect non-excludable rights.

Service clients

For business and organisational Clients, neither party is liable for indirect or consequential loss. Nimrod is not liable for lost profit, revenue, anticipated savings, goodwill, opportunity or data except to the extent such loss is a direct and reasonably foreseeable result of Nimrod’s breach and cannot fairly be excluded under applicable law.

Subject to the non-excludable liabilities above, Nimrod’s total aggregate liability arising from an Order will not exceed the fees paid or payable to Nimrod under that Order during the 12 months immediately preceding the event giving rise to the claim. If the relevant Order has existed for less than 12 months, the limit is the total fees paid or payable under that Order.

This limit does not reduce a Client’s obligation to pay valid invoices, and each party remains responsible for taking reasonable steps to reduce avoidable loss. Any different or higher allocation of risk must be stated in the Order.

14. Consumers and statutory rights

Nimrod principally supplies businesses, charities, churches and other organisations. If you contract with us wholly or mainly as an individual acting outside your trade, business, craft or profession, you may be a consumer. Nothing in these terms removes rights or remedies that consumer law does not allow us to exclude.

Where a consumer contract is concluded at a distance, a statutory cancellation period may apply. If you ask us to begin Services during that period, we will seek any express request and acknowledgement required by law. If you then cancel within the cancellation period, you may be required to pay a proportionate amount for Services properly supplied before cancellation. The relevant pre-contract information and cancellation instructions will be provided with the Order where applicable.

15. General contract terms

• Notices: formal notices concerning a Service must be sent to the contact details in the Order, with email permitted unless the Order says otherwise.
• Assignment: neither party may transfer the contract without the other’s written consent, not to be unreasonably withheld, except as part of a genuine reorganisation or sale of substantially all relevant business where the successor can perform the obligations.
• Subcontracting: Nimrod may use suitably qualified subcontractors but remains responsible for the Services it has agreed to provide.
• No partnership: the contract does not create a partnership, employment relationship, fiduciary relationship or authority for either party to bind the other.
• Third-party rights: a person who is not a party has no right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999.
• Entire agreement: the contract records the agreement about its subject matter and replaces earlier discussions, but does not exclude liability for fraud or fraudulent misrepresentation.
• Waiver: delay in enforcing a right is not a waiver. A waiver applies only to the specific circumstance for which it is given.
• Severability: if a provision is invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary; the remainder continues.
• Changes to terms: the terms in force when an Order is accepted apply to that Order unless both parties agree a change or a change is required by law. Updated website terms apply from publication and do not retrospectively rewrite an existing Order.

16. Governing law and disputes

The parties should first try in good faith to resolve a concern through their appointed contacts. If unresolved, either party may request a discussion between senior representatives before starting proceedings, unless urgent relief is reasonably necessary.

For business and organisational Clients, the contract and any non-contractual dispute are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

If you are a consumer, the law and courts that apply to you may include mandatory protections of the part of the United Kingdom in which you live.

17. Contact