TERMS AND CONDITIONS – SALE OF SERVICES

NUPUSH LTD

Effective Date: July 2025
Company Registered in England and Wales: No. 14468868
Registered Office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ

1. BACKGROUND

1.1 These Terms and Conditions govern the basis under which Nupush Ltd. (“the Seller”) provides services to clients (“the Buyer”), in exchange for the agreed fees.

1.2 By engaging the Seller, the Buyer agrees to be bound by these Terms and Conditions in full. These Terms and Conditions form the binding agreement (“the Agreement”) between the Parties.

2. DEFINITIONS

• “Buyer”: the individual or company purchasing services from the Seller.
  
  

• “Seller”: Nupush Ltd., registered in England and Wales.
  
  

• “Services”: digital marketing and related services, including but not limited to SEO, search engine marketing, website design and development, e-commerce design and management, email marketing, Google Ads management, landing pages, CRM support, content marketing, and social media marketing.
  
  

• “Scope of Work” or “SOW”: a document outlining the specific deliverables, timescales, and fees agreed between the Parties.
  
  

• “Confirmation of Acceptance”: written confirmation (typically by email) from the Seller that it agrees to provide Services to the Buyer.
  
  

• “Parties”: the Buyer and the Seller together.
  
  

3. SERVICES

3.1 The Seller shall use reasonable care and skill in the performance of the Services.

3.2 Time is not of the essence in the performance of the Services. The Seller shall make reasonable efforts to meet any estimated timelines.

3.3 The Buyer acknowledges that the nature of digital marketing Services may require flexibility due to external platform or market changes.

3.4 The Seller reserves the right to update or modify deliverables during the term, provided that such changes do not materially affect the outcome of the Services.

4. ORDER AND ACCEPTANCE

4.1 A binding Agreement shall be formed once the Seller issues a Confirmation of Acceptance in writing, following receipt of a written order, signed proposal, or other accepted instruction from the Buyer.

4.2 The Agreement applies only to those Services expressly confirmed by the Seller.

5. FEES AND PAYMENT

5.1 Fees shall be as outlined in the SOW or Seller's invoice. All amounts are exclusive of VAT unless stated otherwise.

5.2 Payment shall be due within fifteen (15) calendar days of the invoice date, unless otherwise agreed in writing.

5.3 If payment is not received by the due date:

• The Seller may suspend performance of the Services.
  
  

• The Buyer shall remain liable for all work performed up to the suspension date.
  
  

5.4 Estimates are not fixed unless expressly confirmed. The Seller may adjust the price where:

• Additional Services are requested;
  
  

• Delays or errors are caused by the Buyer;
  
  

• Third-party costs change.
  
  

6. BUYER’S RESPONSIBILITIES

6.1 The Buyer shall co-operate fully with the Seller and provide timely access to information, content, systems, personnel, and approvals required to enable the Seller to perform the Services.

6.2 If the Buyer fails to comply with this Clause, the Seller may:

• Charge for any resulting delays or costs; or

• Suspend performance of the Services until the Buyer complies.
  
  

6.3 Email Marketing Lists and Data Compliance
6.3.1 Where the Services include email marketing or the sending of communications on behalf of the Buyer, the Buyer warrants that:

• (a) any email addresses, contact lists, or databases supplied to the Seller have been lawfully obtained and comply with all applicable data protection, privacy, and anti-spam laws, including but not limited to the UK Data Protection Act 2018, UK GDPR, the EU GDPR, the Privacy and Electronic Communications Regulations (PECR), and any equivalent legislation in other jurisdictions;

• (b) all recipients have provided the necessary and valid consents to receive marketing communications;

• (c) all data supplied is accurate, up to date, and does not infringe the rights of any third party.
  
  

6.3.2 The Buyer shall indemnify and hold harmless the Seller against any and all claims, losses, damages, costs, or regulatory penalties arising from the use of databases, contact lists, or email addresses provided by the Buyer.

6.3.3 The Seller accepts no liability for deliverability issues, blacklisting, reputational damage, or legal/regulatory consequences resulting from the use of such Buyer-provided data.

6.3.4 The Seller reserves the right to suspend or refuse to send communications if it reasonably suspects that the Buyer’s data or practices are non-compliant with applicable laws or may cause harm to the Seller’s systems, reputation, or third-party providers.

7. INTELLECTUAL PROPERTY

7.1 Upon full payment, the Seller assigns to the Buyer ownership of the final deliverables created specifically for the Buyer under the Agreement.

7.2 The Seller retains ownership of any proprietary tools, templates, software, or methodologies used in the provision of Services, and may reuse elements not unique to the Buyer.

7.3 The Buyer warrants that any content or material provided to the Seller does not infringe any third-party intellectual property rights. The Buyer shall indemnify the Seller against any claims arising from such infringement.

8. SUB-CONTRACTORS

8.1 The Seller may, at its sole discretion, engage subcontractors or third-party specialists to carry out all or part of the Services, provided that the Seller remains responsible for the overall delivery.

9. CONFIDENTIALITY

9.1 Each Party agrees to treat as confidential any non-public information received from the other Party in connection with the Services.

9.2 This obligation shall survive the termination of the Agreement for a period of two (2) years.

10. LIMITATION OF LIABILITY

10.1 Nothing in these Terms seeks to limit or exclude liability for death, personal injury caused by negligence, or fraud.

10.2 Subject to Clause 10.1, the Seller shall not be liable for:

• Indirect or consequential losses;
  
  

• Loss of profit, revenue, business, opportunity, or goodwill;
  
  

• Loss or corruption of data or systems.
  
  

10.3 Subject to Clause 10.1, the Seller’s total liability under this Agreement shall not exceed the total amount paid by the Buyer to the Seller in the six (6) months preceding the event giving rise to the claim.

11. FORCE MAJEURE

11.1 The Seller shall not be liable for any delay or failure in performance caused by events beyond its reasonable control. These include, but are not limited to: strikes, lock-outs, industrial disputes, utility failure, internet outages, fire, natural disaster, war, civil disorder, pandemics, or compliance with legal or governmental obligations.

11.2 The Seller shall notify the Buyer as soon as reasonably possible if such circumstances arise. If the delay continues for more than thirty (30) days, either Party may terminate the Agreement upon giving written notice.

12. TERMINATION

12.1 Either Party may terminate the Agreement by giving thirty (30) days' written notice to the other Party.

12.2 Termination does not affect the Buyer’s obligation to pay for work completed or committed prior to the effective termination date.

12.3 Upon termination, all licences or rights granted under the Agreement shall immediately cease unless otherwise agreed.

13. COMPLAINTS

13.1 Any complaints or issues regarding the Services must be raised in writing using the contact information provided in Clause 16.

13.2 The Seller will aim to investigate and respond to complaints within ten (10) business days.

14. SEVERANCE

14.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. WAIVER

15.1 No failure or delay by either Party in exercising any right shall constitute a waiver of that right.

16. GOVERNING LAW AND JURISDICTION

16.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

16.2 The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising under or in connection with the Agreement.

17. ENTIRE AGREEMENT

17.1 This Agreement, together with any agreed Scope of Work and Confirmation of Acceptance, constitutes the entire agreement between the Parties and supersedes all prior understandings or communications, whether oral or written.

18. ATTRIBUTION

18.1 These Terms and Conditions were drafted specifically for Nupush Ltd., incorporating clauses adapted from sector-specific legal models and best practice guidelines.

19. CONTACT DETAILS

Seller: Nupush Ltd.
Address: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ
Email: info@nupush.marketing