Terms and Conditions

Last Updated: July 15, 2025

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the www.memseed.com website and the Memseed Academy services (together, the "Service") operated by Memseed Limited ("us", "we", or "our"), a company registered in England and Wales. The Memseed AI application is currently under development and its specific terms will apply upon its official launch.

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

1. Definitions

"Company", "we", "us", "our": Refers to Memseed Limited, a company registered in England and Wales with company number 15769022.
"Service": Refers collectively to the Memseed Limited official website and the Memseed Academy tutoring/lecturing services. The Memseed AI product, while mentioned, is currently under development and its specific terms will become applicable upon its official launch.
"Website": Refers to the official website of Memseed Limited, www.memseed.com.
"Memseed AI": Refers to the flashcard application product offered by the Company, currently under development. Terms related to Memseed AI will become effective upon its official launch.
"Memseed Academy": Refers to the online 1-2-1 and group tutoring/lecturing services offered by the Company.
"Memseed Digital": Refers to the collective brand for our B2B services, which includes both Memseed Consultancy and Memseed Digital Agency.
"Memseed Consultancy": Refers to the business-to-business (B2B) advisory and implementation services offered by the Company, including Fractional CTO, Enterprise & Solution Architecture, and DevOps/AI/MLOps.
"Memseed Digital Agency": Refers to the business-to-business (B2B) digital marketing and web solutions services offered by the Company, including SEO, PPC, and Website Development.
"User", "you": Refers to any individual accessing or using the Service.
"Parent" or "Guardian": Refers to the adult responsible for and entering into this agreement on behalf of a Student, particularly for Students under 18 years of age.
"Student": Refers to an individual receiving tutoring or lecturing services through Memseed Academy.
"Content": Refers to any text, graphics, images, audio, video, or other material created, uploaded, or appearing on the Service.
"Subscription": Refers to the recurring payment plan for access to certain features or services of Memseed AI (applicable upon its launch).
"Tutor": Refers to an individual providing tutoring or lecturing services through Memseed Academy.

2. Acceptance of Terms

By accessing or using any part of the Service, you agree to be bound by these Terms. For Students under 18, a Parent or Guardian must agree to these Terms on their behalf. You also acknowledge that you have read and understood our Privacy Policy, which is incorporated by reference into these Terms. If you do not agree to these Terms, you must not use the Service.

3. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

4. Accounts and Third-Party Platforms

Currently, our Website does not offer a direct method for users to create accounts for the general Service, as Memseed AI is not yet live.

For Memseed Academy, users will primarily interact with and utilize accounts on third-party platforms, including but not limited to Zoom, Google Classroom, and Google Drive. All educational materials and communications related to Memseed Academy will be shared via these platforms.

When using these third-party platforms, you are responsible for:

Complying with their respective terms of service and privacy policies.
Safeguarding your login credentials (usernames and passwords) for these platforms.
Ensuring the security of your devices and network connections when accessing these platforms for Memseed Academy sessions.
Notifying the relevant third-party provider and us immediately upon becoming aware of any unauthorized access to or use of your accounts on these platforms.

You agree not to use as a username on any associated third-party platform the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

4.1. Data Collection on the Website and for Memseed AI Waitlist

As part of the official Website's operation, we may collect certain data, including through:

Cookie Consent: We may use cookies and similar tracking technologies to enhance your browsing experience and for analytics purposes. Your consent will be requested as required by applicable laws.
Contact Us Forms: When you use our contact forms (e.g., online form, WhatsApp message, FaceTime message), we collect information you provide to respond to your inquiries.
Memseed AI "Join Waitlist" Form: For the upcoming Memseed AI product, we collect email addresses via a "Join Waitlist" form to notify interested users about its launch.

For comprehensive details on what data we collect, how it is used, stored, and protected, and information about our use of third-party service providers (including cloud hosting and email services), please refer to our Privacy Policy.

5. Intellectual Property

The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Memseed Limited and its licensors. This includes, but is not limited to, the names "Memseed Limited," "Memseed AI," "Memseed Academy," and the domains `memseed.com` and `memseed.co.uk`. The Service and these associated brands are protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress, including those associated with Memseed Limited and its services, may not be used in connection with any product or service without the prior written consent of Memseed Limited.

Additionally, any educational shorts, videos, marketing materials, or other content created and uploaded by Memseed Limited on social media platforms (e.g., LinkedIn, Facebook, YouTube, TikTok, Instagram, X (Twitter)) remains the intellectual property of Memseed Limited and are subject to these Terms when accessed or used in connection with our services.

6. Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Memseed Limited. This includes links to our social media profiles.

Memseed Limited has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Memseed Limited shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

7. Website Content and Translations

Our website, www.memseed.com, offers content in multiple languages, including German, French, and Spanish, to enhance accessibility for a wider audience. While we strive for accuracy in these translations, we cannot guarantee that they are 100% precise or free from errors. In case of any doubt or discrepancy, please contact us at contact@memseed.com for clarification. The English version of these Terms and Conditions shall always prevail.

8. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service or follow the account deletion process provided within the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. Memseed AI Specific Terms (Coming Soon)

Memseed AI is currently under development. The specific terms and conditions governing the use of Memseed AI, including details on subscriptions, payments, and user-generated content, will be made available prior to the official launch of the service. Your use of Memseed AI will be subject to those terms once the service is live. Memseed AI is intended to be available to a wider audience, including users in the UK and Europe, upon its launch.

10. Memseed Academy Specific Terms

10.1. Agreement & Scope

The Parent or Guardian (hereafter "Parent") enters into this agreement on behalf of the Student and agrees to all terms and conditions set forth below. By using the Memseed Academy platform, the Parent and Student acknowledge acceptance of these terms.

10.2. Services Provided

Memseed Academy provides online 1-2-1 and group tutoring/lecturing services for various subjects, including UK KS3 Maths, GCSE Maths, A Levels Maths, A Level Further Maths, IT Tutoring (Python, Java, Node, React, GCSE Computer Science, A Level Computer Science/NEA), and Architecture Tutoring (DevOps Arch, Application Arch, Solution Arch, Enterprise Arch).

Our platform delivers structured, goal-oriented, and engaging tutoring sessions aimed at building skills, knowledge, and confidence. Tutoring is conducted by qualified and experienced educators. Currently, all tutors are internal employees of Memseed Limited. In the future, we may introduce external tutors, and any changes to this arrangement will be updated in these Terms. Our tutors use our online platform and integrated tools (e.g., Zoom, Google Classroom and others).

Educational homework and related materials will be exchanged as safe attachments, primarily in PDF or image file formats. These exchanges will occur directly via Google Classroom, Google Drive, or as attachments through Gmail. Users are responsible for ensuring that any files they send are free from malware or other harmful content.

Important Note on Course Content: The course details, topics, and exam boards mentioned on our website (e.g., on pages like `https://www.memseed.com/en/academy`, `https://www.memseed.com/en/academy/maths`, `https://www.memseed.com/en/academy/cs`, `https://www.memseed.com/en/academy/arch`) are provided for general guidance and illustrative purposes only. They do not constitute the exact curriculum for individual 1-to-1 sessions or group lessons. Some listed modules may be optional, and not all content or exam boards mentioned will be covered in every course. The specific curriculum, content, and applicable exam boards for your sessions will be agreed upon on a case-by-case basis before or during the course of the lessons, in consultation with the tutor and, for group lessons, with the other students.

Language of Instruction and Materials: All Memseed Academy lessons will be conducted in the English language. All educational materials, including homework and supplementary resources, will be provided in English only, as we do not currently have the expertise to provide lessons or materials in any other language.

Service Area: Memseed Academy services are currently provided exclusively to residents within the United Kingdom.

10.3. Fees & Payment

Memseed Academy strives to ensure a clear understanding of financial relations between Students/Parents and Memseed Limited with respect to the tutoring services we provide.

Tutoring fees are charged at a standard rate communicated prior to booking. Fees cover preparation time and resources; no hidden or additional charges apply. All fees are quoted and payable in Great British Pounds (GBP). Any changes to rates will be communicated with reasonable notice, typically on an annual basis.

Payment Terms:

For School-Age Students (1-2-1 and Group Lessons):
- One-to-one session fees will be collected every fortnight or monthly, as agreed upon before the commencement of lessons.
- Group lesson fees will be charged per school term, based on the UK standard school term dates.
For University Students and Professionals (1-2-1 and Group Lessons):
- One-to-one session fees will be collected every fortnight or monthly, as agreed upon before the commencement of lessons.
- Group lesson fees will be charged monthly or quarterly, as confirmed before the commencement of the group.

Payments are to be made by bank transfer. Bank details will be provided upon registration and invoice.

Sessions will not be delivered unless payment is received in full before the scheduled time or billing period.

Value Added Tax (VAT): All fees displayed are exclusive of VAT. If Memseed Limited becomes liable to charge VAT on its services in accordance with UK tax regulations, VAT will be added to the applicable fees at the prevailing rate. You will be notified in advance of any such change.

10.4. Scheduling & Bookings

Session frequency, duration, and timing will be agreed upon at the time of booking. Rescheduling must be mutually agreed upon and may not always be possible.

10.5. Session Duration & Structure

Most one-to-one and group sessions will be approximately one (1) hour in duration. However, some sessions may have slightly different durations, such as 30 minutes, 45 minutes, or 1 hour 30 minutes, and may occur weekly or twice weekly.
The exact time slot and session duration for all sessions will be agreed upon and confirmed with the Student/Parent before the commencement of lessons.
For group sessions, the agreed time slot and session duration will remain fixed and can only be cancelled or changed with prior consultation and agreement from all participating students and the tutor.
For one-to-one sessions, the agreed time slot and day of the week will be fixed and will typically be once a week or twice a week. However, the time of a given date might be modified if sufficient notice is provided and the tutor's availability allows for such a change.
Missed group sessions are non-refundable, but learning materials will be provided for any missed class. Failure to pay by the due date for group sessions may result in the student's place being reassigned.

10.6. Access & Security

Sessions are accessed via a recurring Zoom Meeting ID and password. All sessions use a Waiting Room and are locked once started, for security. Parents are responsible for ensuring that students are ready and logged in on time. For group sessions, students should join at least 5 minutes before the scheduled start time.

10.7. Attendance & Missed Sessions

One-to-One Sessions:
- If a student is more than 5 minutes late, the tutor will attempt to make contact.
- If the session resumes, the remaining time will be used for instruction.
- Cancellations require at least 24 hours' notice to avoid being charged.
Group Sessions:
- No refunds for absences.
- Materials for missed sessions will be provided.

10.8. Technical Requirements & Troubleshooting

To ensure a smooth and effective learning experience, Memseed Academy and our tutors utilize high-specification equipment and dedicated online platforms. While we strive to provide a seamless service, **Memseed Academy (Memseed Limited) is not responsible for internet or technical issues originating from the user's end.**

To optimize your learning experience, we strongly recommend the following technical setup:

**Device:** Use a desktop PC or laptop.
**Internet Connection:** Whenever possible, use a wired internet connection for greater stability and reduced latency.
**Audio:** Utilize an external microphone or headset for clear communication with your tutor.
**Software & Accounts:** You will need stable internet access and to have **Zoom, Google Classroom, Google Drive, and Gmail** set up and accessible on your device. These platforms are integral to our service for conducting sessions, sharing educational materials, and facilitating communication.

If technical issues arise during a session, please consider the following troubleshooting steps:

**Video Off:** Turn off your video feed to save bandwidth, which can often resolve minor connectivity issues.
**Audio-Only:** If video issues persist, switch to an audio-only connection.
**Phone Supplement:** In cases where audio connectivity through the primary platform is severely affected, audio may be supplemented via phone.

We also remind users that **educational homework and related materials will be exchanged as safe attachments, primarily in PDF or image file formats.** These exchanges will occur directly via Google Classroom, Google Drive, or as attachments through Gmail. **Users are responsible for ensuring that any files they send are free from malware or other harmful content.**

10.9. Supervision & Safeguarding

For students under 18, a responsible adult should be present in the home during all sessions. Students must be appropriately dressed during video calls. Tutors adhere to all safeguarding and professional standards. All tutors undergo an Enhanced Disclosure and Barring Service (DBS) check before they are permitted to commence tutoring or lecturing. All interactions are conducted with the highest regard for student safety and wellbeing.

10.10. Cancellations & Illness

By the Parent/Student:
- No Statutory Right to Cancel: You acknowledge that in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you do not have a statutory right to cancel this contract and receive a full refund during any cooling-off period on the basis that the Tutoring Services are bespoke and tailored specifically to your individual requirements.
- Cancellations for one-to-one sessions require at least 24 hours' notice to avoid being charged.
- If you cancel or re-schedule a one-to-one session more than 24 hours before the scheduled start time, you will be entitled to either:
  - A rescheduled session, subject to the agreement of the Tutor; or
  - If a rescheduled session is not agreed upon, a refund of the session fee.
- Less than 24 hours' notice for one-to-one sessions will result in a full charge.
- For group sessions, please refer to Section 10.7 (Attendance & Missed Sessions).
- All one-to-one session cancellation requests (and any refund requests or requests to re-schedule any session) must be sent directly via email to `contact@memseed.com` with "IMPORTANT – CANCELLATION REQUEST" in the subject line.
By the Tutor/Company:
- In exceptional cases, the tutor or Company may reschedule or refund if a pre-paid session cannot be delivered.
Illness: Please provide as much notice as possible in the event of illness.

10.11. Refunds (Memseed Academy)

All refund requests for Memseed Academy services must be submitted in writing via email to `contact@memseed.com`.

General Policy: Refunds for pre-paid sessions are generally subject to the cancellation terms outlined in Section 10.7 (Attendance & Missed Sessions) and 10.10 (Cancellations & Illness).
Reporting Issues: If you are appreciably dissatisfied with a delivered session or believe there was an error in billing, you must report the issue to `contact@memseed.com` as soon as possible, and no later than 48 hours following the completion of the session.
Extenuating Circumstances: In extenuating circumstances that caused a Student to miss a lesson or cancel at short notice, refunds may be considered at Memseed Limited's sole discretion, but the Company is not obligated to provide such refunds.
Bank/Transfer Fees: Memseed Limited is not responsible for any fees charged by banks or payment processors (e.g., international transaction fees, foreign exchange fees) incurred during the original payment or refund process, and will not cover these when initiating a refund.
Processing Time: The speed of a refund and the availability of refunded funds in your bank account will depend solely on your bank's terms and policies.
No Refund for User-Side Issues: No refund will be issued if the User has lost and/or forgotten their login credentials (usernames and passwords) for third-party platforms, which has resulted in the loss of data, temporary loss of access to the User's account, or any other inconveniences for the User. Similarly, no refund will be issued if the User has lost connection due to the absence of Internet access, factory reset, or updates on their end.
Refund Procedure: To request a refund, please email `contact@memseed.com` with the following information:
- Date and time of the lesson
- Reason for requested refund
- Name of the Tutor (if applicable)
The refund decision shall be made within 30 calendar days. To the fullest extent permitted by law, any refunds at any time are at our sole discretion. The decision made by Memseed Limited on all billing or service dispute matters is final.

10.12. Chargebacks

In the event of a chargeback by banks or payment processors in connection with your purchase of any Memseed Academy service, you agree that we may suspend access to any and all services you have with us. Fees and expenses incurred as the result of chargebacks or other payment disputes brought by you, your bank, or a third-party payment processor shall be covered by you.

10.13. Unused Sessions/Billing Periods

One-to-one sessions: Fees are collected fortnightly or monthly. If a scheduled one-to-one session is missed without sufficient notice as per Section 10.7 or 10.10, the session fee for that period remains payable and no refund or credit will be issued.
Group sessions: Fees are collected per school term (for school-age students) or monthly/quarterly (for university students and professionals). Missed group sessions within a paid billing period are non-refundable as per Section 10.7. It is the Parent/Student's responsibility to attend all scheduled sessions within the paid period. No refunds or credits will be issued for missed sessions within a paid billing period.

10.14. Responsibilities

Tutors:
- Will prepare for each session and tailor teaching to the student's needs.
- Will maintain confidentiality and seek parent consent before contacting third parties.
Students:
- Must actively participate and communicate areas of difficulty.
Exams: If the student is entered as a private candidate, the Parent is responsible for registering and managing exam logistics.

10.15. Performance Disclaimer

While every effort is made to support academic progress, no guarantees of specific results can be made due to individual learning differences and external factors.

10.16. Data Privacy

Personal data collected via the platform is stored securely and not shared with third parties, except as necessary for the provision of services (e.g., payment processing). Contact details may be used for communication regarding sessions and updates. For full details on how we collect, use, and protect your data, please refer to our Privacy Policy.

10.17. Termination of Academy Services

Either party may terminate this tutoring arrangement at any time with written notice. Any prepaid one-to-one sessions will be refunded if not used, subject to cancellation terms. For group sessions, termination and refunds will be subject to the terms outlined in Section 10.5 and 10.7.

11. Memseed Digital (Consultancy) Specific Terms

This section outlines the terms and conditions for services provided under the Memseed Digital Consultancy brand.

11.1. Agreement & Scope

These Consultancy Terms ("Terms") govern all services provided by Memseed Ltd ("Consultant", "we", or "us") to any client ("Client", "you"). By engaging our services, you agree to be bound by:

The Statement of Work (SOW) or project proposal, which details the scope, fees, deliverables, and timelines.
These Terms.
Any referenced annexes, schedules, or policies.

In the event of a conflict, the SOW prevails over proposals, quotes, or marketing materials.

11.1.1. Nature of Agreement

The terms on this page are a high-level overview of our standard conditions. All work will be subject to a comprehensive and more detailed agreement (or Statement of Work) that will be provided to you and must be signed before the commencement of any services. In the event of any conflict, the terms of the signed agreement will take precedence over these high-level terms.

11.2. Nature of Services

We provide advisory and implementation services, including:

11.2.1. Fractional CTO Services
11.2.2. Enterprise & Solution Architecture
11.2.3. DevOps and AI/MLOps

Services may be delivered on a project, retainer, or time & materials basis as specified in the SOW.

Relationship: We act as an independent contractor. Nothing in this agreement creates a partnership, joint venture, or employment relationship.

11.3. Fees & Payment

11.3.1. Fees: The fee structure (fixed fee, retainer, or hourly) will be set out in your SOW.
11.3.2. Advance Payment: Retainers must be paid in advance.
11.3.3. Milestones: Project fees will be invoiced upon the achievement of agreed milestones.
11.3.4. Payment Term: Invoices are due within 14 days of the issue date.
11.3.5. Late Payments: We may suspend services for non-payment. Interest of 5% per month (or the statutory maximum, if lower) may accrue on overdue invoices.
11.3.6. VAT: All fees are exclusive of VAT, which will be charged at the prevailing UK rate.

11.4. Client Responsibilities

You agree to:

11.4.1. Point of Contact: Appoint a single point of contact for all communications and approvals.
11.4.2. Timely Access: Provide timely access to all relevant information, personnel, systems, and environments (e.g., source code, admin accounts).
11.4.3. Prompt Responses: Respond promptly to deliverables and feedback requests.
11.4.4. Team Participation: Facilitate internal team participation when required.

Note: Delays in access or input may impact schedules and costs.

11.5. Intellectual Property (IP)

11.5.1. Project Deliverables: Subject to full payment, all items created uniquely for your project (e.g., code, reports) become your property.
11.5.2. Consultant IP: Any pre-existing or generic tools, templates, or methodologies remain our property and may be reused.
11.5.3. Case Studies: Unless otherwise agreed in writing, we may refer to the engagement as a case study, excluding confidential/sensitive information.
11.5.4. Client Content: You retain all rights to any data, text, images, or other materials you supply.

11.6. Timelines & Communication

11.6.1. Indicative Only: Timelines are estimates, subject to revision due to factors outside our control.
11.6.2. Delay Notification: We will promptly notify you of any material delay.
11.6.3. Non-Response: If you do not provide required feedback or resources within 5 business days, we may place the project on hold, and up to 7 days may be needed to resume work.
11.6.4. Official Channels: All project communications shall occur via email and any agreed project management tools.

11.7. Service Limitations & No Guarantees

We provide services based on professional skill and the information you provide. We make no warranty regarding specific business outcomes, cost savings, or commercial success.

11.7.1. Fractional CTO: We deliver recommendations; final decisions and outcomes remain your responsibility.
11.7.2. AI/MLOps: We make no warranty on the performance or accuracy of AI models. You are responsible for ongoing monitoring, compliance, and governance.

11.8. General Provisions

11.8.1. Confidentiality: Both parties shall hold all non-public information in confidence, disclosing only to staff, contractors, or advisers bound by similar confidentiality. This survives termination. Public disclosures require prior written consent.
11.8.2. Disclaimer of Warranties: All services are provided using reasonable skill and care but on an "as is" basis. We disclaim all implied warranties, including uninterrupted availability and fitness for a particular purpose, to the fullest extent permitted by law.
11.8.3. Limitation of Liability: Except for liability that cannot legally be excluded (e.g., fraud, death, or personal injury), neither party is liable for indirect, incidental, or consequential losses (e.g., lost profits, data). Our cumulative liability is capped at the fees paid by you in the 12 months prior to the claim event.
11.8.4. Indemnification: You agree to indemnify and hold us harmless from any third-party claims, damages, or costs arising out of your use of our services, your breach of these Terms, or content you provide.
11.8.5. Data Protection: We adhere to UK Data Protection Legislation. You are the Data Controller; we are the Data Processor. We will process data only per your instructions and with appropriate safeguards.

11.9. Term & Termination

11.9.1. Term: Unless otherwise specified, services renew monthly.
11.9.2. Client Termination: By 30 days' written notice after the initial SOW period.
11.9.3. Early Termination: If you terminate before the minimum term, all outstanding fees for the committed period are due within 7 days.
11.9.4. Consultant Termination: We may terminate immediately for unpaid invoices or a material breach.
11.9.5. Refunds: No refunds for fees already paid, except where termination is due to our breach (in which case unused fees will be refunded).

11.10. Chargebacks

Payment chargebacks are a material breach. We reserve the right to:

Suspend services instantly.
Recover disputed amounts plus costs and fees.
Pursue debt recovery or legal action if required.

12. Memseed Digital (Digital Agency) Specific Terms

This section outlines the terms and conditions for services provided under the Memseed Digital Agency brand.

12.1. Agreement & Scope

These terms apply to all services provided by the Digital Agency division of Memseed Ltd ("Digital Agency", "we", or "us"). By engaging our services, you ("Client") agree to the terms and conditions outlined in this section. The Statement of Work (SOW) sets forth the specific services, costs, and details of your campaign or project. The SOW, together with any referenced documents, these Terms, and other special terms, constitutes the complete Agreement. The SOW will always take precedence over any prior sales documentation, proposals, or quotes.

12.1.1. Nature of Agreement

12.2. Services Provided

Our Digital Agency provides professional digital marketing and web solutions, including but not limited to Search Engine Optimization (SEO), Pay-Per-Click (PPC), Social Media Marketing, and Website Development. All services are delivered on a project or retainer basis, as specified in a separate, written SOW. The SOW will detail the specific services, project scope, deliverables, timelines, and costs.

12.3. Fees & Payment

All fees for Digital Agency services are specified in your SOW. Fees are generally divided into Product Fees (recurring fees for services like PPC), Service Fees (for premium services), and Set-Up Fees (one-time charges).

12.3.1. Payment Terms: Fees are due in advance of each billing cycle or as specified in the SOW. Payments are due within 14 days of the invoice date. Late payments may result in the suspension of services until the account is brought current. We reserve the right to charge interest on overdue debts at a rate of 5% per month or part of a month.
12.3.2. Manner of Payment: You can pay for all amounts via bank transfer or other approved methods.
12.3.3. Value Added Tax (VAT): All fees are exclusive of VAT. VAT will be added at the prevailing UK rate if applicable.
12.3.4. No Pass-Through Obligations: You are not entitled to any credits, discounts, or refunds that we may receive from third-party publishers (e.g., Google Ads, Meta).

12.4. Client Responsibilities

To ensure the successful and timely delivery of services, the Client agrees to:

12.4.1. Necessary Information: Provide all necessary information, content, images, and access credentials (e.g., to websites, analytics accounts, social media platforms) in a timely manner.
12.4.2. Point of Contact: Appoint a single point of contact for all project communication and approvals.
12.4.3. Timely Feedback: Provide timely feedback and approval on all deliverables. Delays in feedback or approvals may impact the project timeline.
12.4.4. Website Changes: Notify us of any edits, additions, or removals of web pages on your website during an active SEO campaign to minimize any risks to your search rankings.
12.4.5. Content Lawfulness: You are solely responsible for ensuring that all content you provide is lawful, does not infringe on any third party's rights, and is not defamatory or obscene.

12.5. Intellectual Property

Upon full payment of all fees, any deliverables, code, or content created by the Digital Agency specifically for the Client will be transferred to the Client. The Digital Agency retains the right to use any pre-existing software, tools, templates, or methodologies used in the delivery of services. We also reserve the right to display the completed project in our portfolio and marketing materials. You will own all intellectual property rights to the text, images, and data you provide.

12.5.1. Agency-Created Content: We retain ownership of the design elements of any content we create, but we grant you a perpetual, royalty-free license to use these elements to the extent necessary to receive and use the services.

12.6. Project Timelines & Communication

12.6.1. Timelines: All project timelines provided are estimates. While we strive to meet all deadlines, delays may occur due to unforeseen circumstances, including but not limited to delays in client feedback, changes in project scope, or third-party issues.
12.6.2. Communication: We will communicate any significant delays proactively. All primary project communication will be conducted via email or a project management tool as agreed upon.
12.6.3. Non-Response: If we require your feedback or resources to proceed, we will notify you in writing. If you do not respond within 5 business days, the project will be placed on hold. We may take up to 7 days to re-engage our resources once you notify us in writing that you are ready to proceed.

12.7. Performance & Results

We will make every reasonable effort to achieve the objectives outlined in the SOW. However, due to the dynamic nature of digital marketing and external factors such as search engine algorithm updates, competitor actions, and market trends, we cannot and do not guarantee specific results, rankings, or conversion rates.

12.7.1. SEO Disclaimer: A change in search engine ranking, including a temporary drop, may occur after a website is launched or significant changes are made, as search engines re-index the site. This process is beyond our control. We are not responsible for algorithm or policy changes made by search engines.

12.8. Acceptance & Final Sign-Off

For projects with defined deliverables, we will conduct Acceptance Tests with you to ensure the services meet the criteria in the SOW.

12.8.1. Acceptance: You agree to perform these tests in a reasonable timeframe. If the tests pass, you will provide written confirmation and make any payment due at that milestone.
12.8.2. Final Acceptance: Upon completion of the final Acceptance Test, we will provide you with a Final Acceptance Form for your signature. Your signature confirms your full satisfaction with the delivered services. If you fail to sign without a valid reason, payment will be due 14 days after we provide the form.

12.9. Term & Termination

Unless specified otherwise, our services will continue indefinitely on a month-to-month basis.

12.9.1. Client Termination: You can terminate this agreement by providing at least 30 days' written notice. This notice is only applicable after the initial contract length specified in the SOW has been completed.
12.9.2. Early Termination: If you terminate any service before completing the agreed-upon contract length, you will be charged for all remaining fees, including media spend and management fees, for the full original term. These charges are payable within 7 days.
12.9.3. Termination by Us: We may terminate this agreement or any service immediately without notice if you fail to make a timely payment.
12.9.4. No Refunds: You are not entitled to any refunds for amounts already paid unless we terminate the service for our own cause, in which case you will only be refunded for the unspent balance of the current billing cycle.

12.10. Confidentiality

Except as required by law, neither party shall disclose the contents of this Agreement to any third party (other than its employees and representatives who are aware of and agree to this restriction) without the other party's prior written consent. This confidentiality obligation shall survive the termination of these Terms.

12.11. Chargebacks

Any chargeback initiated by the Client will be considered a breach of this agreement. In such cases, we reserve the right to immediately suspend all services and initiate legal action to recover the full amount of the service fee plus any associated fees and legal costs.

12.12. General Provisions (Digital Agency)

12.12.1. Website Development and Design: We use pre-made code, designs, and layouts that can be customized. We are not responsible for issues arising from third-party content, code, or systems. We will test our designs in current versions of major desktop browsers and on mobile, but do not guarantee compatibility with other or older browsers. Unless otherwise agreed, you are responsible for providing all text and images for your website.
12.12.2. Updates & Support: Unless a separate support contract is in place, we do not automatically update software, fix bugs, or provide free technical support after the project is complete.
12.12.3. Domain & Hosting: We provide domain registration and hosting services through third-party providers. We are not liable for any consequences of a domain not being renewed, and you are responsible for ensuring your payment information is up to date. Our hosting provider offers a 99.9% network uptime guarantee.
12.12.4. Liability: Our liability is limited to the fees you have paid to us for the specific SOW related to the source of the breach. We are not liable for any lost profits, lost savings, or any incidental, special, punitive, or consequential damages. This also applies to your liability to us.
12.12.5. Data Protection: We will collect, process, and hold all personal data in accordance with the UK's Data Protection Legislation. You are the Data Controller and we are the Data Processor. We will only process your personal data based on your written instructions.

13. Prohibited Uses

You may use the Service only for lawful purposes and in accordance with the Terms. You agree not to use the Service:

In any way that violates any applicable national or international law or regulation.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate Memseed Limited, a Memseed Limited employee, another user, or any other person or entity.
In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
To engage in any other conduct that restricts or inhibits anyone's use and enjoyment of the Service, or which, as determined by us, may harm or offend Memseed Limited or users of the Service or expose them to liability.

Additionally, you agree not to:

Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service.
Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Service.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Service.

14. Disclaimer of Warranty

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Memseed Limited makes no representations or warranties of any kind, express or implied, as to the operation of their Service, or the information, content or materials included thereon. You expressly agree that your use of the Service, its content, and any services or items obtained from us is at your sole risk.

Neither Memseed Limited nor any person associated with Memseed Limited makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Service. Without limiting the foregoing, neither Memseed Limited nor anyone associated with Memseed Limited represents or warrants that the Service, its content, or any services or items obtained through the Service will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Service or the server that makes it available are free of viruses or other harmful components, or that the Service or any services or items obtained through the Service will otherwise meet your needs or expectations.

Memseed Limited hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

15. Limitation of Liability

Except as prohibited by law, you will hold us and our officers, directors, employees, and agents harmless for any indirect, punitive, special, incidental, or consequential damage, however it arises (including attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with these Terms, including without limitation any claim for personal injury or property damage, arising from these Terms and any violation by you of any federal, state, or local laws, statutes, rules, or regulations, even if Memseed Limited has been previously advised of the possibility of such damage. Except as prohibited by law, if there is liability found on the part of Memseed Limited, it will be limited to the amount paid for the products and/or services, and under no circumstances will there be consequential or punitive damages. Some states do not allow the exclusion or limitation of punitive, incidental or consequential damages, so the prior limitation or exclusion may not apply to you.

16. Indemnification

You agree to defend, indemnify, and hold harmless Memseed Limited and its licensee and licensors, and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms; or c) Content posted on the Service.

17. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

18. Consumer Rights

Nothing in these Terms shall affect your statutory rights as a consumer under the laws of England and Wales, including the Consumer Rights Act 2015.

19. Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including "line-noise" interference).

20. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

21. Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Memseed Limited concerning your use of the Service.

22. Contact Us

If you have any questions about these Terms, please contact us:

Email: support@memseed.com
By visiting this page on our website: `https://www.memseed.com/en/enquiry` (which includes an online form, chat via WhatsApp, and Text via SMS)
Registered Office: Memseed Ltd, a company registered in England and Wales with company number 15769022. Memseed AI, Memseed Academy, and Memseed Digital (Consultancy, Digital Agency) are trading names of Memseed Ltd.