Updated: June 2024

These Terms of Service (“Terms of Service“), together with our
other policies collectively constitute a binding agreement (the
“Agreement”) between Makola Online Ltd Trading as Nimrod Digital Marketing ("Agency") and you or the legal entity you represent (“Customer”
or
“you“).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE SERVICES, YOU CONFIRM YOUR AGREEMENT TO ITS TERMS. YOU MUST BE OF LEGAL AGE, PROVIDE ACCURATE INFORMATION, AND HAVE THE AUTHORITY TO ENTER THIS AGREEMENT. IF NOT, YOU CANNOT USE THE SERVICES.

If you have any questions about these Terms of Service or the Services, please reach out to
Agency’s Support via email [email protected].

1. DEFINITIONS.

Capitalised terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1.“Customer" refers to the party or individual who has agreed to pay for and use the Services offered by Agency.

1.2.
“Customer Marketing Content”
means trademarks, trade names, service marks, slogans, logos, other source identifiers, and marketing and promotional content, including content in customer communications provided or transmitted by Customer or its Authorized Users to the Services in connection with the advertising, promotion, and sale of products and services.

1.3.
“Documentation”
means the online user guides and other technical material relating to the use of the Services, including any applicable service descriptions that are made available by Agency to Customer, as may be updated from time to time.

1.4.
“Intellectual Property Rights”
means any and all intellectual property, industrial property, and other proprietary rights throughout the world, including all rights in, to, or arising out of patents, patent applications, inventions (whether patentable or not), invention disclosures, trade secrets, know-how, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs and design rights, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.

1.5.
"Services" include everything the Agency offers, like social media management, support, and other services to Customer, as outlined in the Service Order.

1.6.
“Service Order”
means any online or written form or other communication provided by Agency evidencing Customer’s agreement to take the Service.

2. MODIFICATION TO THE AGREEMENT

We might change this agreement for different reasons, like updating our services or following the law. If you don't agree with the changes, stop using the services. PLEASE CHECK OUR WEBSITE FOR THE LATEST TERMS REGULARLY.

3. PROVISION OF SERVICES

3.1 Service Access and Scope:

Agency will provide social media management services to the Customer in accordance with the terms of the Service Order. These services include Customer Marketing Content creation, posting, performance tracking, or as otherwise agreed aimed at enhancing the Customer's social media presence.

3.2 Automation and Technology:

The Agency may employ automation tools and technology as part of its service delivery.

3.3 Customer Responsibilities:

Customer shall provide the Agency with necessary access to their social media accounts, branding guidelines, and any relevant content or information required for the effective execution of services.

3.4 Compliance with Social Media Policies:

The Agency shall conduct its services in compliance with the terms and conditions of the social media platforms used, as well as applicable laws and regulations.

3.5 Reporting and Performance:

The Agency will provide regular reports to the Customer on the performance of social media campaigns. These reports will include key metrics and insights.

4. INTELLECTUAL PROPERTY

4.1 Ownership:

The Services and related documentation are protected by copyright and Intellectual Property Rights. Agency and its suppliers own all rights to the Services and associated Intellectual Property Rights.

4.2 Customer Marketing Content Ownership:

Any Customer Marketing Content created by Agency for posting on the Customer's social media accounts, including but not limited to text, images, graphics, and videos, shall be the exclusive property of the Customer. Agency shall not claim any ownership or rights over this content.

5. FEES AND PAYMENTS

5.1. Fees:

To use our Services, you'll pay the fees mentioned in the Service Order. We can stop the Services until you pay all due amounts, and any fees will continue to add up during a temporary suspension.

5.2. Fee Increases:

We'll give you 14 days' notice if we increase the fees. The new fees will apply in the next Term. If you keep using the Services after the fee increase, you agree to the higher fees.

5.3. Billing and Payment:

We'll charge you in advance for the Services. All fees are in pound sterling (GBP) and non-refundable. If you pay by credit card or eCheck, we can charge your provided payment method, and we'll try to contact you for a new payment method if there's an issue. If we can't resolve a payment issue, we may terminate your account. Any billing disputes must be reported within 14 days. Late payments will accrue interest.

5.4. Taxes:

You're responsible for taxes and related charges, excluding taxes on our income. We'll charge taxes based on your billing address. If you're tax-exempt, you need to provide proof. If taxes aren't charged, you must check if they're due and pay them to the tax authorities. Any withholding taxes are your responsibility, and you must provide us with the necessary documentation. You'll also cover us if there are any tax-related issues.

5.5. Expenses:

You'll reimburse us for pre-approved out-of-pocket expenses if specified in the Service Order. Any costs and expenses you incur are your responsibility.

6. CUSTOMER DATA AND RESPONSIBILITIES

6.1. Customer Data Ownership:

Your data is your own, and you grant us permission to use it as needed for providing the Services. You confirm you have the right to use this data and grant us these permissions.

6.2. Customer Personal Data:

We handle your personal data according to our Privacy Policy.

7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

7.1. Mutual Representations and Warranties:

Both Agency and Customer confirm they have the legal authority to enter into this Agreement without violating other agreements.

7.2. Customer Representations and Warranties:

Customer promises they have their own Privacy Policy, won't misuse data, and will comply with laws for marketing.

7.3. Limited Warranty:

We warrant that our Services will work as described in our documentation.

Warranty won't apply if issues result from your content, data structures, or misuse.

7.4. Disclaimer

Our Services are provided "as is," and we make no other warranties except what's explicitly mentioned.

8. LIMITATION OF LIABILITY

8.1. Limitation of Liability:

We are not liable for lost revenues, lost profits, or indirect damages. Our maximum liability is limited to the fees you paid in the past six months.

8.2. Basis of the Bargain:

Both parties agree that these limitations on liability are a fundamental part of our agreement.

9. CONFIDENTIALITY

9.1. Confidential Information:

Both parties may share private business info, tech, products, and more (Confidential Information).

The Services, Documentation, and improvements are also considered Confidential Information of Agency.

9.2. Protection of Confidential Information:

Receiving party must keep this info secret and only use it for the purposes of this Agreement. They can only share it with employees or contractors who need to know, and those people must also keep it confidential. After this Agreement ends, they must return or destroy the info as per the Disclosing Party's request or if required by law.

9.3. Exceptions:

The confidentiality rules don't apply if the info is already public, lawfully given by someone else without confidentiality restrictions, already known to the Receiving Party without the info being shared, or independently developed by the Receiving Party. They can also disclose it if required by law or court order.

9.4. Remedies:

Breaking these confidentiality rules can result in immediate, irreparable harm. If someone breaches them, they must follow orders to make things right without arguing against it.

10. INDEMNIFICATION

10.1. By Agency:

Agency will cover the costs if someone sues Customer, claiming that the Services infringe on Intellectual Property Rights in specific regions. If there's an infringement claim, Agency can choose to: (a) take actions to resolve any legal claims or issues related to the Service that could prevent the Customer from using it, (b) make the Services non-infringing, or (c) end the Agreement and refund the unused fees. This is the only way Customer can be compensated for such claims.

10.2. By Customer:

Customer will protect Agency and its people from losses, damages, and costs if the issue is due to Customer's actions or breaches of the Agreement.

10.3. How It Works:

To get this protection, Customer must: (a) tell Agency about any claims, (b) let Agency handle the defence, and (c) cooperate in settling or defending the claim.

11. TERM AND TERMINATION

11.1. Term. These Terms start upon the effective date specified in your Service Order and continue until your Service Order expires or is terminated.

11.2. Termination. Either party can terminate the Agreement with immediate notice for a material breach, while Agency can terminate at any time. Agency may also terminate if you face bankruptcy and/or don't pay. If Agency ends the agreement for no reason or because of a major issue on their part, you might get back some of the Fees you paid, but otherwise, no refunds are available upon termination.

11.3. Effect of Termination. After termination, all rights and obligations end, and both parties must return or destroy each other's Confidential Information. Agency may delete your data, except as required by law. Certain sections survive termination, including Definitions, Limitation of Liability, Confidentiality, and more.

12. MISCELLANEOUS

12.1. Marketing. Agency can use your name, logo, and trademark in their marketing materials, but they're not endorsing your products or services.

12.2. Governing Law. This agreement is governed by the laws of England and Wales.

12.3. Severability. If one part of this agreement is invalid, the rest still applies to the maximum extent allowed by law.

12.4. Waiver. If one party doesn't enforce a rule one time, it doesn't mean they're giving up that rule.

12.5. No Assignment. You can't transfer your rights or obligations without Agency's written consent.

12.6. Force Majeure. Neither party is responsible for delays caused by events beyond their control.

12.7. Independent Contractors. Both parties are independent and not agents or partners of each other.

12.8. Notices. Make sure your email address is up to date, and notice by email is considered delivered.

12.9. Entire Agreement and Order of Precedence. This agreement, along with other related documents, is the final deal and replaces any earlier discussions. In case of conflicts, the order of precedence is specified. Any changes to this agreement need to be in writing and signed by both parties.