These terms of service relate to all project work from Exposure Ninja which includes but is not limited to: GEO Game Plans, Branding & Positioning Accelerator, Automate Your Machine and Audits.
- Customer support: We provide customer support by email and telephone by pre-scheduled appointment. We operate a ‘fair and reasonable’ standard to response times. Working evenings, weekends and public holidays are optional at Exposure Ninja with our teams working 9-5 UK time, so while we aim to be as flexible as we can be, you should never expect a call or response outside of these times.
- Response times: You agree to respond in a timely manner to requests for approval and marketing assets. If you are not able to respond in a timely manner, you accept that the campaign effectiveness will be reduced and some actions may not be completed.
- Sickness and absence: If one of the Ninjas on your campaign is unable to complete their work due to absence, illness or bereavement, we will cover their hours with a suitable replacement.
- Call recordings: All calls between the Client and the Exposure Ninja team will be recorded unless otherwise requested by the Client. Calls will only be accessible to relevant Exposure Ninja staff including the management team.
- Payments: Payment is required before the project starts and in full. Non-payment will delay your project’s start until the payment is made.
- Cancellations: Once you have signed the agreement and paid, the project will have started and cannot be cancelled.
- Upgrades: We can support you with the implementation of your marketing recommendations and further marketing services. These services can be discussed with your Ninjas at any time and will be agreed with you before they start. These will be separate to terms and conditions outside of this agreement which apply only to your one-off project.
- Refunds: Fees are non-refundable except where required by law or expressly stated in the relevant agreement, order confirmation or statement of work.
- Referrers: We may give a percentage of our fees to referrers, but in this event, we will not charge you any more than RRP.
- Publicity, Case Studies and Use of Client Name: Unless agreed otherwise in writing, the client grants Exposure Ninja permission to refer to the client as a client and to use the client’s name, logo, campaign details, results, screenshots, testimonials, and other non-confidential information relating to the Services on Exposure Ninja’s website, in proposals, case studies, presentations, marketing materials, social media, PR activity and award entries, provided that Exposure Ninja does not knowingly disclose the client’s confidential or commercially sensitive information without prior consent.
- Approval: When we receive sign-off from a member of your team for this project, Exposure Ninja will assume all relevant stakeholders within your business have signed off. If you have multiple internal stakeholders whose sign-off is required for marketing or website-related work, please arrange internal sign-off with all stakeholders before providing sign-off to the Exposure Ninja team.
- Liability: Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, breach of confidentiality, infringement of intellectual property rights, payment obligations, or any liability that cannot legally be limited or excluded.
- Subject to the above, neither party shall be liable for indirect or consequential losses, loss of profit, loss of revenue, loss of goodwill or loss of anticipated savings, and each party’s total aggregate liability arising out of or in connection with the Services shall be limited to the total fees paid or payable under the applicable agreement, order confirmation or statement of work.
- Exposure Ninja may not use Client’s intellectual property for any purposes, unless Exposure Ninja obtains Client’s written consent prior to each proposed use, which Client may revoke at any time.
- Exposure Ninja represents and warrants to Client that the services supplied to Client in connection with this agreement (i) do not violate any applicable law, statute, ordinance or regulation; (ii) do not infringe upon any third party’s patent, trademark or other intellectual property rights; and iii) will be performed in a professional and workmanlike fashion in accordance with prevailing professional standards.
- Exposure Ninja undertakes that it shall not at any time, during or after this agreement, disclose to any person any confidential information concerning the business or affairs of the Client, except as permitted by the clause below.
- Exposure Ninja may disclose the Client’s confidential information:
- (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising Exposure Ninja’s rights or carrying out its obligations under or in connection with this agreement. Exposure Ninja shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, only after promptly notifying Client of such requirement and if requested by Client, cooperating in good faith with Client to take any reasonable and lawful actions to resist such disclosure or limit the information to be disclosed.
- Exposure Ninja shall not use the Client’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement. We reserve the right to use information about the marketing work we carry out for you in future case studies, provided that these are anonymous or the information is already publicly available.
- Data Protection
- This section applies where Exposure Ninja processes personal data on behalf of a client in connection with the Services.
- In this section, “Data Protection Laws” means the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2003 and any other applicable data protection or privacy laws. Terms such as “controller”, “processor”, “personal data”, “processing”, “data subject”, “personal data breach” and “sub-processor” have the meanings given in Data Protection Laws.
- Where Exposure Ninja processes personal data on a client’s behalf in providing the Services, the client is the controller and Exposure Ninja is the processor. Exposure Ninja may also process limited personal data as an independent controller for its own business administration, client relationship management, legal, finance and compliance purposes.
- The subject matter, duration, nature and purpose of the processing are the provision of the Services during the term of the relevant agreement, order confirmation or statement of work. The types of personal data may include business contact details, website and analytics data, advertising account data, CRM and lead data, website user data, account access details, form submissions, customer or prospect data, and any other personal data made available to Exposure Ninja by or on behalf of the client. The categories of data subjects may include the client’s customers, prospects, website users, leads, employees, contractors and other business contacts.
- Exposure Ninja shall, in relation to personal data processed on the client’s behalf:
- (a) process personal data only on the client’s documented instructions, including as set out in the relevant agreement, order confirmation, statement of work, platform access permissions, emails or other written instructions, unless required otherwise by law;
- (b) ensure that persons authorised to process the personal data are subject to appropriate confidentiality obligations;
- (c) implement appropriate technical and organisational measures to protect personal data, taking into account the nature of the Services and the risks involved;
- (d) assist the client, taking into account the nature of the processing and information available to Exposure Ninja, with the client’s obligations relating to data subject rights, security, personal data breaches, data protection impact assessments and regulator consultations;
- (e) notify the client without undue delay after becoming aware of a personal data breach affecting personal data processed on the client’s behalf;
- (f) at the client’s written request and subject to reasonable notice, provide information reasonably necessary to demonstrate compliance with this section; and
- (g) at the end of the Services, delete or return personal data processed on the client’s behalf, at the client’s choice, unless continued retention is required by law or is reasonably required for legal, accounting, insurance or legitimate business record purposes.
- The client authorises Exposure Ninja to use sub-processors where reasonably necessary to provide the Services, including software platforms, hosting providers, domain registrars, analytics, advertising, reporting, project management, communication, security, backup and specialist delivery providers. Exposure Ninja shall ensure that sub-processors are subject to data protection obligations that are materially equivalent to those in this section. Exposure Ninja shall remain responsible for the performance of its sub-processors.
- The client acknowledges that the Services may involve access to or use of third-party platforms such as Google Analytics, Google Ads, Meta Ads, CRM systems, CMS platforms, hosting environments, reporting tools and similar platforms. The client is responsible for ensuring it has the right to grant Exposure Ninja access to those platforms and that its own use of those platforms, tracking technologies, consent mechanisms, privacy notices and personal data complies with Data Protection Laws.
- Neither party shall make a restricted transfer of personal data unless it has a lawful basis to do so and appropriate safeguards are in place as required by Data Protection Laws. Where required, the parties shall cooperate in good faith to put in place the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another lawful transfer mechanism.
- The client shall not provide Exposure Ninja with special category data, criminal offence data, children’s data or other highly sensitive personal data unless this has been expressly agreed in writing in advance.
- This agreement and any disputes or claims arising in respect of it shall be determined in accordance with the law of England & Wales. Each party irrevocably agrees that the Courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
- By completing the payment, you are agreeing that no one within your company shall, without the Advisor’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Exposure Ninja or its Affiliates; or (ii) hire, on behalf of the Company or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with Exposure Ninja or its Affiliates. The Non-Solicitation clause shall be applicable during the period commencing on the date hereof through and ending one year following the Termination Date.
