Terms and Conditions
Attract: Done-For-You Quiz Funnel Service
1. Introduction
1.1 The Terms and Conditions set out below (“Terms”) apply to the delivery of marketing services, or any related products and services (“Services”) which we, Surge Social LTD (“we”, “us”), agree to provide to you, the purchaser of the Services (“you”, “your”) in exchange for payment of the Fee (as defined below).
1.2. When you sign or electronically accept this Agreement or otherwise place an order to purchase our Services, you will be deemed to accept these Terms, including any Schedules, along with our privacy notice which can be found at www.surgesocial.co.uk/privacy-notice (“the Website”).
1.3. If you access or use any of our free resources provided directly to you or through our Website or sales pages which may include audio files, workbooks, PDFs, introductory or discovery sessions, podcasts or workshops, then these Terms will apply to your use of those, except for the clauses relating to payment.
1.4. Our agreement, which is subject to these Terms, shall begin when signed or electronically accepted by you, and it will continue until the end date set out in Schedule 1 unless it is terminated earlier in accordance with these Terms or we agree in writing to extend
2. The Services
2.1. When we deliver the Services, defined as marketing services, we shall ensure that they are as described and delivered with reasonable skill and care, consistent with best practices and standards applicable within the marketing industry. In delivering the Services, we may engage the services of our employees, contractors and such other third-party providers as may be necessary.
2.2. Any information, support, materials or guidance we provide to you during delivery of the Services is provided for your general information purposes only and shall not constitute specific legal, medical or financial advice.
2.3. The Services are designed to be delivered remotely and accessed online only, and no alternative will be provided.
3. Your purchase of the Services
3.1. The clauses below set out how a legally binding agreement is formed between us:
3.1.1. you place an order to purchase our Services via our website page;
3.1.2. once your order is placed, we may send you an acknowledgement email, but this does not mean your order has been accepted;
3.1.3. acceptance of your order is at our discretion and may not be accepted in cases where there is an error with the Services description or price, where the Services are no longer available or where we feel that the Services may not be right for you;
3.1.4. if your order is not accepted, we will notify you by email and provide a full refund of any payment you have made in connection with your purchase of the Services;
3.1.5. your order will be accepted, and our legally binding agreement will begin when we send your onboarding email.
3.2. In some circumstances, it may be necessary for us to make amendments, revisions or changes to the Services or cancel, amend, change or reschedule any part as is reasonably required. If we do need to make changes, then we will ensure that the Services still match the original service description, except where the change enhances the original description. We shall not be liable for any reasonable changes that are made to the Services.
4. Company’s Obligations
4.1. For the duration of this Agreement the Company shall:
4.1.1. perform the Services described in Schedule 1 of this Agreement;
4.1.2. perform any obligations in an expert and diligent manner in line with relevant marketing industry standards and practice;
4.1.3. perform any obligations and deliver the Services in a timely and professional manner; and
4.1.4. deliver the Services with reasonable skill and care.
4.2. The Company shall perform the Services within a reasonable time.
4.3. The Company shall comply with any reasonable instructions provided by the Client provided that the instructions align with and are compatible with the scope of the Services as set out in Schedule 1.
4.4. The Company accepts responsibility for obtaining and maintaining appropriate insurance to cover the delivery of the Services.
5. Client’s Obligations
5.1. The Client will provide the Company with all reasonable information and assistance as requested by the Company including, but not limited to, clear briefings and instructions, obtaining any relevant consents, licences or authorisations and providing the Company with all relevant documentation, content, images, graphics, specifications, data and any other information ("Materials") as may be required by the Company to enable proper delivery of the Services.
5.2. The Client shall ensure that all Materials provided to the Company are correct, up to date and accurate and the Client warrants that it has the legal right, necessary consents and/or permissions to use and share the Materials and that none of the Materials infringe any third-party rights, laws or regulations. The Company reserves the right to refuse to accept or use any Materials which it considers breach this clause 5.2 or which it considers to be offensive, defamatory or intended to cause harm or distress to others.
5.3. Where the Company requires any approval, decision or other authorisation or consent from the Client to enable delivery of the Services, the Client agrees to provide the same in a reasonable time.
5.4. The Client shall retain ownership of all Materials and all Intellectual Property Rights subsisting in them.
5.5. Where the Client fails to provide, or delays in providing, any Materials or any approval or consent, as requested by the Company, the Company shall not be held responsible for any resulting delays to delivery of the Services.
5.6. The Client shall be responsible for the maintenance of its own website, pages, groups and/or social media channels and for regularly checking all content. The Client acknowledges that the Company has no responsibility or control over content posted by visitors or users of the Client’s website, pages or social media channels.
6. Payment terms
6.1. Client is responsible for the completion of all payment plans associated with Services they purchase. We reserve the right to seek recovery of any monies remaining unpaid.
6.2. If we agree to accept payment in instalments, then you must pay the instalments in accordance with the instalment plan as set out in the checkout process. Each instalment that is received shall be credited to the outstanding amount of the Fee owed by you until payment of the Fee is received in full.
6.3. Time for payment of the Fee or any instalment of the Fee shall be of the essence and shall be made without deduction, set off, or any form of withholding except as is required by law.
6.4. If you choose to pay by credit or debit card, then you authorise us to charge your payment method without further notice to you. If it is rejected or fails, but you have still received access to the Services, you agree to provide full payment within 7 days from access to the Services being provided.
6.5. The Fee and any other payments provided to us are non-refundable unless we cancel delivery of the Services (as set out in clause 11), in which case you shall be entitled to a partial refund for any of the Services which you have paid for but have not yet received.
6.6. The Fee is calculated based upon our knowledge and experience and the time, preparation, effort and availability of the Services and is not based on your actual usage and/or level of attendance. On this basis, you agree and acknowledge that:
6.6.1. you shall not be entitled to any form of credit to or deduction from the Fee for any no-attendance or lack of usage of the Services on your part: and
6.6.2. the Fee is payable in full and non-refundable save for the circumstances set out in the clause above.
6.7. In light of our clear refund terms set out above, no chargeback or threatened chargeback claims from your debit or credit card provider will be accepted. If you have any concerns with the Services, then you agree to contact us by email to team@surgesocial.co.uk and allow us the opportunity to investigate and resolve your concerns. If you choose to pursue a chargeback claim without first contacting us, then you accept that such action shall constitute a breach of these Terms, and you agree to indemnify us for the repayment of any charges, costs or fees imposed on us by your debit or credit provider or our merchant service provider as a result of your actions, along with our reasonable costs for dealing with the matter calculated at a rate of £150+VAT per hour.
7. Late Payment
7.1. Without prejudice to any other right or remedy that we may be entitled to, where payment is beyond 7 days overdue, then:
7.1.1. we shall be entitled to suspend delivery of the Services until payment has been made in respect of the outstanding amount; and
7.1.2. interest shall accrue and be added to your account on a daily basis as from the date payment is due until full payment (including accrued interest) is received. Interest will be calculated on the outstanding Fee at a rate of 5% per annum over the Bank of England’s base rate from time to time.
7.2. In the event a payment is beyond 14 days overdue, then this shall constitute a material breach and the Company shall be entitled to take steps to terminate this Agreement by providing 14 days’ written notice to the Client pursuant to clause 14.2.
7.3. In the event a payment remains outstanding after the expiry of the 14-day notice referred to in Clause 6.3, then the Company shall be entitled, without prejudice to any other right or remedy available, to:
7.3.1. instruct a collection agent or solicitor to seek recovery of the outstanding amount along with interest and any accrued costs incurred; and/or
7.3.2. immediately terminate this Agreement pursuant to clause 14.2
8. Complaints or concerns
8.1. In the event the Client has any concerns with the Services provided by the Company the Client agrees to provide details of such concerns, along with details of any proposed resolutions where applicable, to the Company by email as soon as possible and allow the Company reasonable time to investigate and resolve such concerns.
9. No Guarantee
9.1. You agree and understand that using and accessing the Services does not guarantee any particular results or success. During delivery of the Services, you will be provided with access to information, resources, people and support, all designed to benefit you, but it remains, at all times, your responsibility to take action and to implement the necessary information received and/or any skills or tools shared. Your success and any results are dependent on factors which are outside our control, and for that reason, we are not able to guarantee that any particular results or success will be achieved.
9.2. We have made every effort to accurately represent the Services. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that you will achieve the same or similar results. Your individual success will depend on many factors, including your background, dedication, desire, and motivation which are all outside of our control and for these reasons, we make no guarantee, representation or warranty with respect to the Services provided
10. Non-solicitation
10.1. The Client agrees that during the term of this Agreement and for a period of 12 months following termination that it shall not employ, engage or attempt to induce, employ, solicit or entice away from the Company any of its employees, contractors or workers that were engaged, employed or contracted to the Company at any point during the term of this Agreement, without the Company’s express consent in writing, such consent not to be unreasonably withheld.
11. Cancellation and Termination
11.1. This Agreement may not be terminated unless either Party is subject to the circumstances detailed under the subclauses listed in section 11.2. of this Agreeement.
11.2. Notwithstanding any other rights or remedies the Parties may have, each Party may terminate this Agreement immediately by written notice in the following circumstances:
11.2.1. either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 14 days of written notice of such failure from the other Party; or
11.2.2. either Party takes steps to go into or enters liquidation/administration (save for the purposes of a bona fide corporate reconstruction or amalgamation) or bankruptcy (if an individual) or if a receiver is appointed over the whole or any part of that Party’s assets
11.3. Upon termination of this Agreement for any reason:
11.3.1. the Client’s access to all Services and to any resources belonging to the Company, including but not limited to Confidential Information, the Content and any unpaid New Content, shall terminate, and the Client shall return, destroy or otherwise deal with the Confidential Information, Content, unpaid New Content and any other resources as the Company shall direct; and
11.3.2. any sum owing to the Company shall become immediately due and payable; and
11.3.3. all clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect,
11.4. The Company reserves the right to terminate this Agreement with immediate effect if it reasonably believes the Client is acting contrary to any applicable law or acting in a way which may cause damage to the Company's business and/or reputation or which may bring its business into disrepute.
11.5. The Company shall be under no obligation to retain any Materials, New Content, other documents, resources, data or information relating to the Services following termination.
12. Events outside of our control
12.1. We will make every effort to deliver the Services to you, but sometimes, things may happen which are outside of our control (“Events”). Examples of Events can include but are not limited to, acts of god, extremely adverse weather conditions, pandemics, industrial action, lockdown, war or threat or preparation for war, terrorist attack, any act or omission of a telecommunications officer or third-party supplier of services. If an Event happens which causes a delay to the delivery of the Services, then we will contact you as soon as we are able to confirm the details of the Event, the steps we are taking to mitigate the impact and when we expect to recommence delivery of the Services.
12.2. If an Event occurs which continues for longer than 3 months, then either one of us shall be entitled to terminate this Agreement by providing 14 days’ notice in writing. Termination in these circumstances shall be without prejudice to any of our rights in respect of any breach occurring prior to termination. We will not be liable for any loss or damage suffered by you as a result of any delay caused by an Event and any refunds will be considered at our discretion.
13. Confidentiality
13.1. The protection of confidentiality is very important to us, and that is why when you disclose or share any information, it will be kept strictly confidential.
13.2. Where we disclose any information to you, you agree that the information belongs solely and exclusively to us and that you will keep it strictly confidential and not:
13.2.1. disclose, communicate, reproduce or distribute it, or use it for your own benefit, whether personally or commercially, and whether directly or indirectly;
13.2.2. use it for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to our business or reputation.
13.3. The obligations above exclude any information that was already known to either of us before it was disclosed or where it was already in the public domain, created by one of us, or provided separately by someone else without any breach of these Terms.
14. Intellectual Property
14.1. For the purposes of these Terms, Intellectual Property shall mean all worldwide intellectual property rights, whether registered or unregistered, registrable or non-registrable, including any application or right of application for such rights and shall include copyright and related rights, database rights, confidential information, trade secrets, know-how, trade names, business names, trademarks, passing off rights, patents and rights in designs.
14.2. As part of our delivery of the Services, we may provide you with materials, information, tools, videos, resources, documents, workbooks, data and other content (“Content”). You agree and accept that all Content remains our confidential and proprietary Intellectual Property and belongs solely and exclusively to us.
14.3. You will be permitted to use any Content in connection with your use of the Services, but it should not be copied, modified, reproduced, sold, shared, distributed, published, licenced, disclosed, or used for any reason, whether for commercial gain or not, without our prior written consent and nothing within these Terms constitutes a transfer of any Intellectual Property or a grant of a licence or any right to use unless expressly set out in these Terms or where we have provided our written consent.
14.4. You will be granted a personal, limited, worldwide, non-transferable, non-exclusive, revocable licence (“Licence”) to access, view and use the Content for your private and personal use in connection with your use of the Services and for the purposes the Services are intended for. Your Licence becomes valid upon payment of the Fee and any other monies owing to us, and we shall have the right to withdraw it at any time, without notice, where we reasonably believe you are in breach of the terms of the Licence or any of these Terms.
14.5. You may not, without our prior written consent, make any audio or visual recordings of all or any part of the delivery of the Services. You agree that we may make recordings which may include your image, voice, name and likeness during the course of the delivery of the Services if Sessions take place on systems that allow for recording. Recordings of any Sessions will only be made available to you for the purposes of learning and development in accordance with the scope of the Services. You shall not distribute or share any recordings of the Services provided to anyone else.
15. Your Personal Information
15.1. Any personal information you provide will be maintained, stored, accessed and processed in accordance with recognised data protection laws and legislation, including the UK GDPR and the Data Protection Act 2018. We shall only process your personal information to the extent reasonably required to enable the proper delivery of the Services and shall retain it only for as long as reasonably necessary to allow completion and delivery of the Services and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your personal information please refer to our privacy notice which can be found at https://surgesocial.co.uk/privacy-notice.
15.2. As part of the delivery of the Services, your image may be recorded in photographs, images or screenshots by us and shared on social media. By accessing the Services and agreeing to these Terms, you are providing your consent for your image to be used. Should you wish to revoke your consent, you can do so at any time by emailing us at team@surgesocial.co.uk
15.3. Any of our obligations arising under this clause and under clauses 13 and 14 above shall not apply where it is necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to these Terms), to allow us to obtain legal advice, where we have been directed to do so by a court or other body of equivalent jurisdiction or where it is necessary because we reasonably believe you are at risk of danger to yourself or others.
16. Reviews and Testimonials
16.1. If you share comments, information, content, photographs, graphics or images (“Client Content”) you are granting to us, free of charge, permission to use that Client Content in any way as part of our business services, which shall include advertising and marketing.
16.2. When sharing Client Content, you confirm that you have the legal right to share it and that it does not infringe any third party’s intellectual property or other rights.
16.3. If you provide us with a testimonial, review or similar (“Review”), then by doing so, you are providing your consent for us to exhibit, copy, publish, distribute, use on our website or any of my pages, my social media sites or in our advertising and marketing campaigns or email communications, your Review or part of your Review, as we reasonably require to lawfully promote our business. You can amend your consent at any time by email to team@surgesocial.co.uk.
17. Status of Company and tax liability
17.1. The Company agrees to be responsible for all taxes and contributions (including, but not limited to, income tax and national insurance where applicable) in respect of all amounts paid or payable to the Company under or in connection with this Agreement.
17.2. The Company hereby agrees to indemnify the Client in respect of any claims that may be made by the relevant authorities against the Client in respect of any such taxes and/ or contributions, including interest and penalties, relating to the Services provided to the Client under this Agreement.
17.3. Nothing in this Agreement shall create or be deemed to constitute or give rise to a partnership, joint venture, agency or any employment relationship between the Company and the Client, or any other fiduciary relationship other than the contractual relationship expressly provided for in this Agreement.
18. Liability
18.1. This clause 18 sets out the entire financial liability of the Company for any breach of this Agreement and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.
18.2. Subject to sub-clause 18.3, the Company shall not be liable to the Client, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated saving, business interruption to management time, failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment or any special commercial, economic, indirect or consequential damage or loss that may be suffered by the Client that arises out of or in connection with this Agreement.
18.3. Nothing in this Clause 17 or in any other provisions of this Agreement shall:
18.3.1. limit the liability of the Company to the Client for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury; or
18.3.2. exclude or limit the liability of the Company under or in respect of the indemnity given in clause 17.2.
18.4. Subject to Clause 18.3, the total liability of the Company arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the total Fees (excluding Value Added Tax) payable or paid under this Agreement within the six (6) months prior to the time the liability arose.
18.5. The Client shall be responsible for reviewing and approving any New Content or any deliverables created in connection with the delivery of the Services and approving them before use. The Company agrees to rectify any errors, without additional charge, where notification of the error is provided within 7 Business Days of delivery of the New Content or deliverable. The Company shall not be liable for any errors where the New Content or deliverable has been approved by the Client or 7 Business Days have passed since delivery.
18.6. The Company has made every effort to accurately represent the Services. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that any participant will achieve the same or similar results and the Client agrees and acknowledges that the Company is not able to guarantee or warrant the outcome of the Services.
18.7. In the event a dispute arises with the provision of the Services, which is incapable of being resolved in good faith by mutual consent, the Parties agree to submit the matter for mediation by a CEDR-accredited mediator. In the event resolution is still not possible 30 days after mediation, then either Party shall be at liberty to commence legal action.
19. Force Majeure
19.1. The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond its reasonable control (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, unexpected or unanticipated social media platform changes or failures, industrial action, civil unrest, lockdown, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Company.
20. Contact between us
20.1. This Services shall be delivered by Surge Social LTD. Our business address is 14th Floor 33 Cavendish Square, London, United Kingdom, W1G 0PW and our business registration number is 11398790.
20.2. Should you wish to contact us, then you can contact us via Slack or email us at team@surgesocial.co.uk.
20.3. If we need to contact you, we will use the email address you provide to us at the time you purchase the Services. If you change your contact email address, it will be your responsibility to notify us so that we can update our records.
20.4. Any reference in these Terms to a notice shall mean notice in writing sent by email to the email address above. All emails will be taken as delivered 48 hours from valid transmission.
21. No Waiver and Severability
21.1. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
21.2. If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, then that/those provisions shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.
22. Assignment and Sub-Contracting
22.1. This Agreement is personal to the Parties. Save as provided for in clause 22.2, neither Party may assign, mortgage, charge or sub-license or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
22.2. The Company shall be permitted to use its employees, agents or other suitably skilled or qualified sub-contractors or third parties to perform its obligations in connection with the delivery of the Services.
23. Third Party Rights
23.1. Except for clause 22.2, no one other than a Party to this Agreement, their transferees, successors or assignees, shall have the right to enforce any of its terms and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
24. Notice
24.1. All notices to be given under this Agreement by either Party to the other shall be in writing and shall be served by emailing the same to the email addresses as stated in Schedule 1.
24.2. All notices delivered in accordance with sub-clause 24.1 shall be deemed to be served on the same day as sending if the email is sent prior to 5pm or the following Business Day if sent after 5pm.
25. Entire Agreement
25.1. This Agreement represents the entire Agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
25.2. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided for in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
26. Law and Jurisdiction
26.1. This Agreement is to be governed by and construed in accordance with the Laws of England and Wales, and the Parties hereto agree to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute and/or legal proceedings in respect of this Agreement and any matter arising hereunder.
SCHEDULE 1
A. The Services
Subject to payment of the Fee in accordance with the payment terms set out below, the Company shall deliver the Services which include:
Bespoke Funnel Strategy Session
Funnel Set-Up: Quiz Funnel Copy, Opt-in Page Copy & Design, Up To 4x Results Page Copy & Design, Up To 4x Automated Email Sequence Creation, All Quiz Funnel Tech Set-up, Website & Email Platform Integration
Meta Ad Campaign: Ad Copy, Ad Creatives, Meta Ad Campaign Set Up, Meta Ad Campaign Management Trainings, 30 Days’ Ads Management
Dedicated Support: Email Support Throughout Project
B. The Timescales
The Company shall begin delivery of the Services on the date as agreed between the Parties and shall continue for a period of 30 days or until the Agreement is otherwise terminated in accordance with the relevant provisions herein.
C. Contact with us
Throughout delivery of the Services, the Company shall be available to the Client by email subject to a maximum weekly limit of 1 hour per week.
Any contact required over and above the weekly maximum will constitute an Additional Service and will be charged accordingly.
Any telephone/video calls must be booked in advance.
D. Additional Services
Where the Client requests additional support over and above the Services set out above, all time incurred will be charged on an hourly rate basis of £150 per hour (excluding VAT).
Additional Services will be invoiced to the Client monthly in arrears.
E. The Payment Terms
The Client has agreed to engage the Company to deliver the Services on a one-time project basis.
The Fee for the Services is: £4,995 (excluding VAT) or £3,995 (excluding VAT) if the Client submits their first 50% payment within 48 hours of electronic acceptance of this agreement.
Instalment plan:
If an alternative pricing arrangement is offered during the sales process, this will be outlined during the checkout process (to which this agreement is linked).
Any VAT chargeable shall be added to the Fee and payable together with the Fee.