Terms of service.

These Terms of Service ("Terms", "Agreement") form a legally binding contract between DigiSurf Agency LLC, a limited liability company formed under the laws of the State of Wyoming, United States ("DigiSurf", "we", "us", "our") and any individual, sole trader, partnership, limited company or other organisation ("Client", "you", "your") that visits our website at https://www.digisurfagency.com (the "Site") or engages any of the services described in clause 4 (the "Services").

By accessing or using the Site, by submitting an enquiry through it, by signing a proposal, by paying an invoice issued by DigiSurf, or by otherwise instructing us to commence work, you confirm that you have read, understood and agree to be bound by these Terms in their entirety, together with our Privacy Policy and any written proposal or scope of work that we issue to you.

If you are entering into these Terms on behalf of a business, you warrant that you are duly authorised to bind that business to this Agreement. If you do not agree to these Terms, you must not use the Site or instruct us to commence any work.

These Terms supersede any prior verbal or written representations, marketing materials or quotations and shall apply in priority to any standard purchase-order terms that the Client may seek to impose.

In this Agreement, the following capitalised terms have the meanings set out below:

• "Agreement" means these Terms together with any signed proposal, written scope of work, statement of work or order form issued by DigiSurf and accepted by the Client.
• "Back-End Editor" means the proprietary content-management interface, admin panel, login system, save endpoints, image-upload pipeline, content schema, deploy pipeline, hooks, server-side scripts and any other administrative tooling developed and owned by DigiSurf and made available to the Client for the purposes of editing the Front-End Site.
• "Client" means the individual or entity that engages the Services or that uses the Site.
• "Content" means any text, copy, images, photographs, video, audio, logos, trademarks, brand assets, customer testimonials, data or other materials supplied by the Client or generated by DigiSurf on the Client's behalf.
• "Customer" means any third party who interacts with the Client's website, marketing campaigns or business as a result of the Services.
• "DigiSurf Tooling" means the Back-End Editor, the deploy pipeline, internal CSS frameworks, JavaScript libraries, server-side code, templating systems, build skills and any other software developed, licensed or commissioned by DigiSurf for use across multiple client projects.
• "Effective Date" means the date on which the Client first accepts these Terms by any of the means set out in clause 1.
• "Fees" means the sums payable by the Client to DigiSurf for the Services, as set out in clause 14 and in any written proposal.
• "Front-End Site" means the publicly accessible HTML, CSS, JavaScript, image, video and font files that are served to visitors of the Client's domain and that constitute the visible website built by DigiSurf for the Client.
• "Hosting Subscription" means the recurring monthly hosting, support, security, backup and editor-access plan described in clause 10.
• "Services" means the services described in clause 4 of these Terms.
• "Site" means the DigiSurf marketing website at https://www.digisurfagency.com.
• "Term" means the period beginning on the Effective Date and continuing until terminated in accordance with clause 11.

Words denoting the singular include the plural and vice versa; references to a "person" include any individual, body corporate, partnership or unincorporated association; and references to a statute or statutory provision are to that statute or provision as amended, re-enacted or replaced from time to time.

DigiSurf Agency is a UK-operated digital marketing and web-design business, run on a day-to-day basis from operational headquarters in Manchester, England, by United Kingdom citizens. The Client base served by DigiSurf is predominantly composed of United Kingdom small businesses, sole traders and local service providers. All commercial activity, billing, support, and Client engagement is conducted in pounds sterling (GBP), in English, and under English law.

The Client acknowledges and accepts that, in order to deliver the Services efficiently and at the price points described in clause 5, DigiSurf may engage delivery staff, contractors or sub-contractors who are located outside the United Kingdom. All such personnel work to DigiSurf's quality standards, are bound by confidentiality obligations equivalent to those in clause 15, and operate under the supervision of UK-based management. The Client's sole point of contact for the Services shall remain DigiSurf Agency.

Any dispute concerning the supply of the Services, the Site or these Terms shall be governed by the laws of England and Wales and resolved in the courts of England and Wales, as more fully set out in clause 23.

DigiSurf offers a range of digital marketing, web design and business technology services for small and medium-sized businesses, including but not limited to:

• Website design and development — bespoke front-end websites, conversion-focused landing pages, multi-page brochure sites and editable content systems;
• Hosting and ongoing support — managed website hosting, SSL certificates, uptime monitoring, daily backups, malware scanning, mailbox provision and routine content updates;
• Local search engine optimisation (Local SEO) — Google Business Profile optimisation, local citation building, on-page SEO and content production targeted at local search intent;
• Paid advertising management — set-up, management and reporting on Google Ads, Meta (Facebook/Instagram) Ads, TikTok Ads and similar paid acquisition platforms;
• CRM implementation — configuration of GoHighLevel (or comparable) customer relationship management systems, pipeline design, lead-routing and reporting dashboards;
• Marketing automation — automated email sequences, SMS workflows, missed-call text-back, review-request automation and AI-powered lead follow-up;
• Social media marketing — content production, scheduling and engagement services for organic social channels;
• Consultancy and training — one-off strategy work, audits, training sessions and bespoke project work.

The exact scope, deliverables, milestones and acceptance criteria for any particular engagement will be set out in a written proposal or scope of work issued by DigiSurf and accepted by the Client. Any work falling outside that scope shall be quoted and agreed separately in writing before commencement and shall not form part of the original engagement unless expressly so agreed.

DigiSurf reserves the right to amend, withdraw or replace any service or service feature at its discretion, provided that no such change shall materially diminish the Services already paid for by an existing Client during a current paid period without that Client's consent.

DigiSurf offers its website services across two principal tiers, together with a recurring hosting and support plan and a range of ad-hoc marketing services. Indicative pricing is set out below. All prices are quoted exclusive of any applicable taxes and are subject to change for new Clients from time to time; the price agreed in the Client's written proposal shall prevail for that engagement.

5.1 Standard website (Standard tier)

A one-off build fee of £99 covers the design and development of a single-page lead-generation website, with restrained motion, mobile optimisation, contact forms and basic on-page SEO. The Standard tier requires a concurrent Hosting Subscription as described in clause 10.

5.2 Premium website (Premium tier)

Premium websites are bespoke multi-page builds with advanced motion, content management features, scripted interactions and additional integrations. Premium builds are quoted on a per-project basis starting from approximately £1,000 and are scoped in a written proposal before commencement.

5.3 Hosting and support

A recurring fee of £30 per calendar month covers Standard hosting, and £50 per calendar month covers Premium hosting, under the Hosting Subscription described in clause 10. This fee is required for as long as the Client uses the Back-End Editor, expects DigiSurf-provided support, or otherwise relies on DigiSurf-managed services in connection with the Client's website. See clause 12 for the position where the Client elects to host the Front-End Site externally.

All Hosting Subscriptions run on a 12-month term. There is no fixed lock-in contract and the Client may cancel at any time, but where cancellation takes effect within the first 12 months a cancellation fee is payable as set out in clause 11.4. The Services described in these Terms are supplied on a business-to-business (B2B) basis; the Client contracts as a business and not as a consumer.

5.4 Ad-hoc services

Local SEO, paid ads management, CRM build-outs, automation reviews and consultancy work are priced and scoped on a per-project basis. Ad spend paid to advertising platforms is separate from management fees and is settled directly with the relevant platform.

Indicative pricing is not contractual until incorporated into a written proposal or invoice issued by DigiSurf and accepted by the Client.

By engaging the Services, the Client warrants and represents that:

• the Client is at least eighteen (18) years of age and, if entering this Agreement as an individual, is of full legal capacity to contract;
• where the Client is a company, partnership or other legal entity, the individual accepting these Terms is duly authorised to bind that entity to this Agreement;
• all information provided to DigiSurf during the on-boarding process — including business name, trading address, contact details, billing details, tax identifiers and beneficial-ownership information — is true, accurate, current and complete, and shall be kept up to date for the duration of the Term;
• the Client is not subject to any legal disability, court order, regulatory prohibition or trade sanction that would prevent DigiSurf from lawfully providing the Services;
• the Client's business and its proposed marketing activities are lawful in the jurisdiction(s) in which they will be conducted.

DigiSurf may, at its sole discretion, refuse to commence or continue any engagement where it reasonably believes any of the above representations to be inaccurate or where it considers the engagement to pose a regulatory, reputational or operational risk.

Where the Client is provided with credentials to access the Back-End Editor, the Client's CRM, ad accounts, hosting control panel or any other system, the Client is responsible for keeping those credentials confidential and shall be liable for all activity undertaken using those credentials. Any suspected compromise must be reported to [email protected] without undue delay.

The Client agrees that, in connection with the Services, the Site, the Back-End Editor and any infrastructure provided by DigiSurf, the Client shall not (and shall procure that its officers, employees, agents and Customers do not):

• upload, publish, store, transmit or distribute any material that is unlawful, defamatory, obscene, harassing, threatening, discriminatory, fraudulent, misleading, or that infringes the intellectual property, privacy or publicity rights of any third party;
• upload, host or transmit any malware, virus, worm, trojan, ransomware, spyware, key-logger, cryptominer or other malicious code;
• use the Services for the sending of unsolicited commercial communications ("spam") in breach of the Privacy and Electronic Communications Regulations 2003 ("PECR"), the CAN-SPAM Act, GDPR or any equivalent legislation;
• use the Services to operate a phishing site, a counterfeit-goods site, a pyramid or Ponzi scheme, an unlicensed gambling operation, an unlicensed financial-services operation, or any business activity prohibited by applicable law;
• attempt to gain unauthorised access to, probe, scan, reverse-engineer, decompile, disassemble or interfere with the Back-End Editor, the deploy pipeline, the hosting infrastructure or any other DigiSurf Tooling;
• resell, sublicense, white-label or otherwise commercially exploit the Back-End Editor or any DigiSurf Tooling without DigiSurf's prior written consent;
• use the Services in a manner that places undue load on shared infrastructure, that disrupts the experience of other DigiSurf clients, or that breaches the acceptable-use terms of any upstream provider (including without limitation Hostinger, Cloudflare, Google, Meta, GoHighLevel or Stripe).

DigiSurf reserves the right to suspend the Services with immediate effect, and without prior notice, where it reasonably believes that the Client has breached this clause 7, and to terminate this Agreement under clause 11 where the breach is material, persistent or incapable of cure. DigiSurf will, where practicable, provide the Client with notice of the breach and an opportunity to remedy it before suspension.

This clause 8 is the keystone of the commercial arrangement between DigiSurf and the Client. The Client is asked to read it carefully and to seek independent legal advice if any provision is unclear.

8.1 Front-End Site — Client ownership on payment

Subject to receipt by DigiSurf of all Fees properly invoiced and due in respect of the design and build of the Client's website (the "Build Fees"), DigiSurf hereby assigns to the Client, with full title guarantee and free of all encumbrances, all of DigiSurf's right, title and interest (including all copyright and related rights, throughout the world, for the full duration of those rights) in and to the Front-End Site. For the avoidance of doubt, the Front-End Site comprises the HTML markup, CSS stylesheets, client-side JavaScript, image assets, video assets, font files and Content that are served to public visitors of the Client's domain as part of the Client's finished website.

This assignment does not extend to (a) any third-party libraries, fonts, stock images, video clips, icon sets or other licensed assets incorporated into the Front-End Site, which remain subject to their respective upstream licences, nor to (b) any DigiSurf Tooling as defined in clause 2 and addressed in clause 8.2 below.

8.2 Back-End Editor and DigiSurf Tooling — retained ownership

DigiSurf retains, absolutely and in perpetuity, all right, title and interest (including all intellectual property rights) in and to the Back-End Editor and the wider DigiSurf Tooling, including without limitation the admin panel user interface, login system, content schema, the upload.php and save.php endpoints, the localStorage draft-autosave system, the rolling-backup mechanism, the deploy pipeline, the build skills, internal CSS frameworks, scaffolding scripts, hooks and any related documentation. None of the foregoing is sold, assigned, transferred or otherwise made the property of the Client at any time.

For the duration of the Hosting Subscription, and subject to the Client's continuing compliance with this Agreement, DigiSurf grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Back-End Editor solely for the purpose of editing the Content of the Client's own Front-End Site. The licence terminates automatically on the day the Hosting Subscription ends for any reason whatsoever.

8.3 Position on termination

On termination of the Hosting Subscription:

• the Client retains full ownership of the Front-End Site as assigned in clause 8.1, together with the Client's own domain name and the Content;
• the Client's licence to use the Back-End Editor immediately ceases, and the Client must cease all access to the Back-End Editor and the related admin URLs;
• DigiSurf is not obliged to release, deliver, sell, license or otherwise make available the source code, configuration files, server scripts or operational documentation of the Back-End Editor or any other DigiSurf Tooling.

8.4 Cross-project re-use

The Client acknowledges that DigiSurf operates a service-based business in which common patterns, components, templates, code snippets, CSS frameworks, JavaScript utilities, scaffolding scripts and design motifs are re-used across many Clients in order to deliver consistent quality at affordable price points. Nothing in this Agreement shall restrict DigiSurf from re-using any such generic tooling, knowledge, know-how or methodology in the provision of services to other clients, provided that DigiSurf shall not re-use any Content, brand-specific assets or commercially confidential information provided by or relating to the Client.

8.5 DigiSurf marketing rights

The Client grants DigiSurf a non-exclusive, royalty-free licence to display screenshots of, descriptions of and links to the Client's website in DigiSurf's own marketing materials, portfolio pages, case studies, social-media content and award submissions, unless the Client opts out by written notice to [email protected]. DigiSurf shall include an unobtrusive "Powered by DigiSurf Agency" credit in the footer of every website it builds, which credit the Client agrees to retain for the duration of the Hosting Subscription.

Domain names used in connection with the Services may be (a) registered by DigiSurf on the Client's behalf, (b) registered by the Client directly and pointed to DigiSurf-managed infrastructure, or (c) transferred into DigiSurf's care from the Client's previous registrar.

Where DigiSurf registers a domain on the Client's behalf, DigiSurf shall act as administrative contact only; the Client shall at all times be the beneficial owner of the domain and shall be entitled, on termination of the Hosting Subscription, to have the domain transferred to a registrar of the Client's choosing. DigiSurf shall, on written request and provided that all Fees properly invoiced are paid in full, provide an authorisation code ("auth code", "EPP code") to facilitate that transfer within a reasonable time and in any event within fourteen (14) days of the request.

Where the Client requests that a domain be transferred away before the end of the 12-month hosting term, a one-off administration fee of £19 is payable before the authorisation code is released. No such fee applies to domain transfers requested after the 12-month term has completed.

Where the Client elects to host the Front-End Site on infrastructure that is not provided or managed by DigiSurf — whether that infrastructure is the Client's own, a third-party agency's, or a self-service platform — but the Client continues to use the Back-End Editor, to receive DigiSurf support, or to rely on DigiSurf-managed services, the Client remains liable for the full Hosting Subscription Fee under clause 10 and clause 12. The label "Hosting Subscription" is therefore a convenient short-hand for the bundle of editor access, support, security and managed-service rights that the Client receives; it is not limited to disk-space provision.

The Client warrants that any domain name nominated for use in connection with the Services does not infringe the trademark, business name or other rights of any third party. Any dispute, complaint, UDRP proceeding or Nominet DRS proceeding in respect of such a domain shall be the Client's sole responsibility.

The Hosting Subscription, charged at the rate set out in clause 5.3, includes the following components:

• managed website hosting on infrastructure of DigiSurf's choosing (currently Hostinger, with Cloudflare in front), with commercially reasonable uptime targets;
• a free SSL/TLS certificate, automatically renewed;
• uptime monitoring with alerting to DigiSurf's operations team;
• daily off-site backups of the Front-End Site and the underlying content database, retained on a rolling basis;
• periodic malware and vulnerability scanning of the Client's site;
• provision of one branded mailbox per domain (subject to fair-use limits);
• continued, licensed access to the Back-End Editor for content management;
• reasonable email-based support during DigiSurf's published support hours for "minor" content edits, image swaps, copy changes and configuration questions; substantial design changes, new pages, new functionality and new integrations are out of scope and are quoted separately.

The Hosting Subscription is billed monthly in advance in pounds sterling (GBP) on a rolling 12-month term. Billing commences on the date the website is first deployed to the live domain. The Subscription is a continuing service that automatically renews each month until terminated by either party in accordance with clause 11; cancellation within the first 12 months attracts the cancellation fee described in clause 11.4.

While DigiSurf will use commercially reasonable endeavours to maintain uptime, DigiSurf does not warrant that the Services will be uninterrupted, error-free or free of unauthorised intrusion, and does not provide a contractual service-level guarantee.

Either party may terminate the Hosting Subscription, and the wider Agreement, by giving the other party not less than thirty (30) days' written notice. Notice from the Client must be sent by email to [email protected] from an email address known to DigiSurf as belonging to the Client or an authorised representative.

The Client may cancel at any time. There is no fixed lock-in contract. However, because the Hosting Subscription is supplied on a 12-month term, where cancellation takes effect within the first 12 months the Client shall pay the cancellation fee set out in clause 11.4. These Terms are a business-to-business (B2B) arrangement and the parties' respective rights on cancellation are governed accordingly, and not by consumer-cancellation law.

11.1 What DigiSurf provides on termination

Provided that all Fees properly invoiced and due to DigiSurf have been paid in full, DigiSurf shall within thirty (30) days of the effective date of termination provide the Client with:

• a ZIP archive containing all of the front-end code for the Client's own website as last deployed to the Client's live domain, including HTML, CSS, JavaScript, images, video and font assets, so that the Client can host the site themselves or with a provider of their choosing;
• a structured export of the Client's editable content as a content.json file, suitable for ingestion into a third-party system;
• an authorisation code for the Client's domain name (where DigiSurf is the registrar of record), to facilitate transfer to a registrar of the Client's choosing (subject to the £19 early-transfer fee in clause 9 where the transfer is requested before the 12-month term ends).

The front-end code above is released to the Client free of any additional charge. If the Client would like DigiSurf to carry out the migration on their behalf — for example, setting the site up with a new hosting provider and repointing the domain — a one-off service fee of £49 applies. This is optional; the Client is free to host the released code themselves at no cost.

11.2 What DigiSurf does not provide on termination

For the avoidance of doubt, and consistent with clause 8.2, DigiSurf shall not provide, sell, licence or otherwise make available:

• the source code, configuration, scripts or operational documentation of the Back-End Editor;
• access to or copies of the deploy pipeline, build skills, scaffolding scripts or admin tooling;
• access to or copies of any DigiSurf-internal CSS frameworks, JavaScript utilities or templating systems;
• credentials to any third-party platform account that is in DigiSurf's name (such as ad-platform manager accounts), although DigiSurf will reasonably co-operate with any Client-led migration of accounts that are in the Client's own name.

11.3 Post-termination support

No support of any kind shall be provided by DigiSurf to the Client beyond the point at which the Front-End Site files, the content.json export and the domain authorisation code have been released to the Client. The Client acknowledges and accepts that, from that point, the Client assumes sole and exclusive responsibility for the hosting, security, updating, monitoring, backing-up and lawful operation of the Front-End Site, and that DigiSurf shall have no liability whatsoever for any matter arising in connection with the Front-End Site or its onward use after that point.

11.4 Refunds and cancellation fee

One-off Build Fees, set-up fees and project-based marketing fees are non-refundable once the work in question has commenced. Ad spend paid to third-party platforms is non-refundable by DigiSurf.

Because each Hosting Subscription is supplied on a 12-month term, where the Client cancels with effect from a date falling within the first 12 months a cancellation fee is payable, equal to:

• the remainder of the Client's first year of Hosting Subscription Fees (that is, the monthly fee multiplied by the number of complete and partial months left in the 12-month term); plus
• any other reasonable costs associated with moving the Client's website and/or domain away from DigiSurf-managed infrastructure, including where applicable the £49 migration service fee (clause 11.1) and the £19 early domain-transfer fee (clause 9).

The cancellation fee reflects the fact that these Terms are a business-to-business (B2B) arrangement, that there is no fixed lock-in contract, and that the 12-month term underpins the pricing of the Services. No cancellation fee is payable where cancellation takes effect after the 12-month term has completed.

11.5 Immediate termination

DigiSurf may terminate this Agreement with immediate effect and without liability if the Client (i) commits a material breach of this Agreement that is incapable of cure or, being capable of cure, is not cured within fourteen (14) days of written notice; (ii) fails to pay any Fee within thirty (30) days of the due date; (iii) becomes insolvent, makes an arrangement with creditors, has an administrator or receiver appointed, or is the subject of a winding-up petition; or (iv) engages in any of the prohibited activities listed in clause 7.

The Client may, at any time during the Term, request that the Front-End Site be released to the Client for hosting on infrastructure that is not provided or managed by DigiSurf — for example, the Client's own server, a different web agency, a Wordpress installation, a Shopify store, a Squarespace site, a Webflow project or any other third-party platform (an "External Host"). Subject to payment of all Fees properly due, DigiSurf shall release a ZIP archive containing all of the front-end code for the Client's website in accordance with clause 11.1 to enable that migration, so that the Client can host the site themselves. Should the Client wish DigiSurf to perform the move to the External Host on their behalf, the £49 migration service fee in clause 11.1 applies.

The Client expressly acknowledges and agrees that, for so long as the Client remains a Client of DigiSurf and continues to use the Back-End Editor, to receive DigiSurf support, to rely on DigiSurf-managed security or monitoring, or to enjoy any other element of the Hosting Subscription bundle, the Client must continue to pay the full Hosting Subscription Fee (£30 per calendar month for Standard hosting, or £50 per calendar month for Premium hosting, or such other rate as may from time to time be agreed in writing), notwithstanding that the Front-End Site is hosted elsewhere.

This is because the Hosting Subscription Fee is not, and never has been, a fee for the rental of disk space alone. It is a bundle fee that compensates DigiSurf for the continued provision of: ongoing editor access and licensing under clause 8.2; ongoing technical and content support; ongoing security monitoring of the live Site; ongoing relationship-management overhead; and a contribution to the continued development and maintenance of the DigiSurf Tooling on which the Client relies. The Client may, in the alternative, terminate the Hosting Subscription under clause 11 and operate the Front-End Site at its own risk on the External Host, in which case the Hosting Subscription Fee shall cease at the end of the 30-day notice period, subject to the cancellation fee in clause 11.4 where cancellation takes effect within the first 12 months.

Where the Client elects to remain on the Hosting Subscription whilst hosting externally, DigiSurf shall not be responsible for any aspect of the External Host's performance, security, availability, billing or compliance, and shall provide support only in relation to those Services that remain within DigiSurf's direct operational control.

The Client agrees, throughout the Term, to:

• provide accurate, current and complete information about the Client's business, products, services, prices and contact details, and update those promptly when they change;
• provide all Content, sign-offs, feedback and approvals reasonably required by DigiSurf to perform the Services, in a timely manner and to a reasonable standard;
• warrant that all Content supplied to DigiSurf does not infringe the intellectual property, privacy, publicity or any other rights of any third party, and is not unlawful, defamatory, obscene or otherwise prohibited under clause 7;
• maintain a valid means of payment on file with DigiSurf or DigiSurf's nominated payment processor, sufficient to settle the recurring Hosting Subscription Fee;
• comply with all applicable laws and regulations governing the Client's own business, including but not limited to consumer-protection law, advertising standards, sector-specific licensing, employment law, health-and-safety law and tax obligations;
• comply with the Client's own privacy-policy and data-protection obligations in respect of any personal data collected through the Client's website or marketing campaigns, including those arising under the UK GDPR, the Data Protection Act 2018 and PECR;
• co-operate reasonably with DigiSurf in respect of any security incident, technical issue, abuse complaint, regulatory enquiry or legal process affecting the Services or the Client's website.

Delays, errors or losses arising from the Client's failure to meet the obligations in this clause 13 shall not constitute a breach of this Agreement by DigiSurf, and DigiSurf shall be entitled to a reasonable extension of any deadline affected by such failure.

All Fees are quoted and payable in pounds sterling (GBP) unless otherwise expressly agreed in writing. Invoices are issued by DigiSurf via email and are due for payment on the date of invoice unless an earlier or later date is specified on the invoice itself. Payment is to be made by such method as DigiSurf reasonably specifies, which may include bank transfer, direct debit, Stripe or other card-payment processor.

The recurring Hosting Subscription Fee is collected monthly in advance. The Client authorises DigiSurf or its nominated payment processor to charge the Client's nominated payment method automatically each month for the Hosting Subscription Fee and for any other Fees that have been pre-authorised by the Client.

If any Fee remains unpaid more than fourteen (14) days after its due date, DigiSurf may, without prejudice to its other rights and remedies:

• suspend the Hosting Subscription, including access to the Back-End Editor and the publication of the Client's live website;
• suspend any other Services then being provided to the Client;
• charge interest on the overdue sum at the rate of four per cent (4%) per annum above the Bank of England base rate from time to time, calculated daily and compounded monthly, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable);
• charge a reasonable administrative fee for the costs of recovering the overdue sum;
• levy a reasonable reinstatement fee for restoring suspended Services once arrears have been cleared.

All Fees are exclusive of any value-added tax, sales tax, withholding tax or similar imposition, which shall be the Client's responsibility where lawfully applicable. Where DigiSurf is required by law to apply a tax, the same shall be added to the invoice.

The Client shall not be entitled to set off any sum claimed or alleged to be owed by DigiSurf against any sum properly due to DigiSurf under this Agreement.

Each party (the "Receiving Party") undertakes that it shall not at any time during this Agreement, and for a period of two (2) years after termination, disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, plans, intentions, marketing strategies, trade secrets, know-how, designs, methodologies, software code, technical specifications or financial information of the other party (the "Disclosing Party"), except as permitted by this clause 15.

Each party may disclose the other's confidential information:

• to its employees, officers, agents, consultants or sub-contractors who need to know such information for the purposes of carrying out the party's obligations under this Agreement, provided that the Receiving Party takes all reasonable steps to ensure that they comply with this clause 15;
• to its professional advisers under a duty of confidence;
• as may be required by law, by any governmental or regulatory authority, or by a court of competent jurisdiction.

Neither party shall use the other's confidential information for any purpose other than to perform its obligations under this Agreement.

DigiSurf warrants that the Services will be performed with reasonable skill and care, in accordance with generally accepted industry standards, and in accordance with the description set out in the relevant written proposal or scope of work.

Save as expressly set out in this Agreement, and to the maximum extent permitted by law, all warranties, conditions and other terms implied by statute or common law are excluded. In particular, but without limitation, DigiSurf gives no warranty and makes no representation that:

• the Services will achieve any particular search-engine ranking position, volume of traffic, click-through rate, conversion rate, lead volume, sales volume, revenue, return on advertising spend or other commercial outcome;
• the Services will be uninterrupted, timely or error-free;
• any defect in the Services will be corrected;
• the Services will be fit for any particular purpose other than that expressly described in this Agreement.

The Services are supplied to businesses on a business-to-business (B2B) basis. The Client enters into this Agreement in the course of its trade, business, craft or profession and not as a consumer, and the parties agree that consumer-protection and consumer-cancellation legislation is not intended to apply. Nonetheless, in the rare event that the Client is a "consumer" within the meaning of the Consumer Rights Act 2015, nothing in this Agreement limits or excludes the statutory rights of that consumer under that Act or other applicable consumer-protection legislation.

Any case studies, statistics, testimonials, screenshots or examples published by DigiSurf are illustrative of past performance for specific clients in specific circumstances and do not constitute a representation, warranty or promise as to future performance for the Client or any other person.

This clause 17 sets out the entire financial liability of DigiSurf (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Client in respect of any breach of this Agreement, any use made by the Client of the Services or the Site, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

17.1 Aggregate cap

Subject to clause 17.3, DigiSurf's total aggregate liability to the Client in respect of all claims arising under or in connection with this Agreement shall not exceed a sum equal to the total Fees paid by the Client to DigiSurf in the twelve (12) months immediately preceding the date on which the claim first arose.

17.2 Excluded losses

Subject to clause 17.3, DigiSurf shall not be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for:

• any loss of profits, loss of revenue, loss of business, loss of contract, loss of opportunity, loss of anticipated savings, loss of goodwill or reputation, however arising;
• any loss or corruption of data, save to the extent that the same is caused by DigiSurf's failure to operate the back-up regime described in clause 10;
• any indirect, special, incidental, consequential or punitive damages;
• any loss arising from changes to third-party platform algorithms, policies, prices or terms of service;
• any loss arising from the suspension or termination by a third party of any account, page, listing or campaign operated by or on behalf of the Client;
• any loss arising from inaccurate, incomplete or unlawful Content supplied by the Client.

17.3 Excluded carve-outs

Nothing in this Agreement shall limit or exclude DigiSurf's liability for:

• death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable);
• fraud or fraudulent misrepresentation;
• any other liability which cannot be lawfully limited or excluded under the laws of England and Wales.

The Client acknowledges that the Fees have been calculated on the basis of the limitations and exclusions set out in this clause 17 and that the same represent a fair and reasonable allocation of risk between the parties having regard to the nature and value of the Services.

The Client shall indemnify, keep indemnified and hold harmless DigiSurf, its officers, employees, agents and sub-contractors from and against any and all losses, damages, claims, costs, expenses (including reasonable legal fees on an indemnity basis) and liabilities suffered or incurred by any of them and arising out of or in connection with:

• any breach by the Client of clauses 6, 7 or 13;
• any claim by a third party that any Content provided by the Client infringes that third party's intellectual property, privacy, publicity or other rights;
• any claim by a Customer or other third party arising from the Client's products, services, business operations or marketing activities;
• any breach by the Client of any applicable law or regulation, including without limitation data-protection law, consumer-protection law, advertising-standards rules and tax law.

DigiSurf shall notify the Client promptly of any such claim, shall give the Client the opportunity to take conduct of the defence (at the Client's cost) and shall provide reasonable assistance to the Client at the Client's expense. The Client shall not settle any claim without DigiSurf's prior written consent, such consent not to be unreasonably withheld.

Neither party shall be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement (other than an obligation to pay Fees already accrued), arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (a "Force Majeure Event"), including without limitation: acts of God; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts; riot or other civil unrest; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; nuclear, chemical or biological contamination; government action, sanction, embargo or breaking-off of diplomatic relations; failure or interruption of utility services; cyber-attack, denial-of-service attack or malicious code originating with a third party; failure of upstream CDN, hosting or cloud-services providers; and failure of the public internet.

The affected party shall notify the other party of the Force Majeure Event as soon as reasonably practicable, shall use reasonable endeavours to mitigate its effects, and shall resume performance of its obligations as soon as reasonably possible after the event has ceased. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on written notice without liability to the other.

In the course of providing the Services, both parties may process personal data within the meaning of the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018. In general:

• where DigiSurf processes personal data on the Client's behalf (for example, when configuring a CRM, sending marketing emails on the Client's behalf or operating contact forms on the Client's website), DigiSurf shall act as a "processor" and the Client shall act as the "controller";
• where DigiSurf processes personal data for its own purposes (for example, the Client's own contact details for billing, support and account management), DigiSurf shall act as the "controller".

Each party shall comply with its respective obligations under the UK GDPR, the Data Protection Act 2018 and, in respect of electronic marketing, the Privacy and Electronic Communications Regulations 2003 ("PECR"). Where required, the parties shall enter into a separate data-processing agreement setting out, in further detail, the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data, the categories of data subjects and the obligations and rights of the controller.

DigiSurf's collection and use of personal data through the Site, and through the provision of the Services, is described in its Privacy Policy, which forms part of this Agreement and is available at /privacy.

The Services rely on, and may from time to time integrate with, a range of third-party platforms, including without limitation:

• Hostinger — primary hosting infrastructure;
• Cloudflare — content delivery network, DDoS protection and DNS management;
• Google — Google Workspace, Google Analytics, Google Ads, Google Business Profile, Google Tag Manager, Search Console;
• Meta — Facebook Pages, Instagram, Meta Business Suite, Meta Ads Manager, the Meta Pixel;
• GoHighLevel — CRM, automation, calendar and SMS infrastructure;
• Stripe and similar payment processors — for the collection of recurring fees;
• OpenAI, Anthropic and similar AI providers — used in the production of marketing assets and lead-follow-up workflows.

The Client acknowledges that the availability, functionality, pricing and terms of service of any third-party platform are outside DigiSurf's control, and that the Client's use of any such platform (whether directly or via DigiSurf's integration with it) is subject to that platform's own terms, acceptable-use policy and privacy policy. DigiSurf shall not be liable for any act, omission, change, suspension, termination, breach, outage, price-rise or other event attributable to any third-party platform.

Where DigiSurf is required to act on the Client's behalf in respect of a third-party platform — for example, by signing into an ad account or a CRM tenant — the Client warrants that the Client has the right to grant DigiSurf such access and shall indemnify DigiSurf for any loss arising from a breach of that warranty.

DigiSurf reserves the right to amend these Terms from time to time, including to reflect changes in law, in the Services offered, in pricing structures, or in the practical operation of the business. Where DigiSurf makes a material change to these Terms, it shall provide active Clients with not less than thirty (30) days' prior notice of the change, either by email to the Client's nominated billing address or by a prominent on-site notice on the Site and in the Back-End Editor login screen.

The Client's continued use of the Services after the effective date of the change shall constitute acceptance of the amended Terms. If the Client does not accept the change, the Client's sole and exclusive remedy is to terminate this Agreement under clause 11 with effect from the date on which the change would otherwise take effect.

Non-material changes (such as typographical corrections, clarifications, updated contact details and re-orderings) may be made at any time without prior notice, with the "Last updated" date at the top of this page being updated to reflect the change.

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, save that DigiSurf reserves the right to bring proceedings against the Client for non-payment of Fees, or for an injunction to restrain a continuing breach of clause 7 or clause 8, in any court of competent jurisdiction.

For the avoidance of doubt, and notwithstanding DigiSurf's place of incorporation in the State of Wyoming, matters concerning the Services and the commercial relationship between DigiSurf and the Client are governed by English law as set out above. Matters concerning the internal corporate governance of DigiSurf Agency LLC as a legal entity (including its formation, dissolution, members' rights and internal voting procedures) shall continue to be governed by the laws of the State of Wyoming, United States of America, in accordance with that entity's articles of organisation and operating agreement.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

If any provision, or part-provision, of this Agreement is held by a court or other competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall be deemed deleted, but the remaining provisions of this Agreement shall continue in full force and effect.

If any provision of this Agreement is deemed deleted under this clause 24, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the original commercial intention of the deleted provision in a lawful, valid and enforceable manner.

These Terms, together with the Privacy Policy and any written proposal, scope of work or order form issued by DigiSurf and accepted by the Client, constitute the entire agreement between the parties in respect of their subject matter and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.

Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

No variation of this Agreement shall be effective unless it is in writing and signed (or otherwise expressly accepted in writing) by both parties.

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Contact

Questions about these Terms, requests for clarification, cancellation notices and any other formal communications under this Agreement should be sent to:

DigiSurf Agency LLC
Registered Agent: 30 N Gould St STE R, Sheridan, WY 82801, United States
Operational HQ: Manchester, United Kingdom
Email: [email protected]
Telephone / WhatsApp: +44 7576 411678
Website: https://www.digisurfagency.com

By instructing DigiSurf to commence work, by paying an invoice, or by continuing to use the Services, the Client confirms acceptance of these Terms in their entirety.