TERMS AND CONDITIONS

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1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions, the following definitions apply:

"Agreement" means the contract between the Company and the Client incorporating these Terms and Conditions;

"Client" means the person, firm, or company who purchases Services from the Company;

"Company" means Mend Martech Ltd, a company incorporated in England and Wales with its registered office at 50 Richmond St, Glasgow G1 1XU, United Kingdom;

"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party;

"Data Protection Legislation" means the UK General Data Protection Regulation and the Data Protection Act 2018, and all applicable laws and regulations relating to processing of personal data and privacy;

"Deliverables" means all documents, products, and materials developed by the Company in relation to the Services;

"Force Majeure Event" means any circumstance not within a party's reasonable control including acts of God, flood, drought, earthquake, epidemic, pandemic, terrorist attack, war, civil commotion, or industrial action;

"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring rights, trademarks, business names, rights in get-up, goodwill, rights in designs, database rights, and all similar rights;

"Services" means go-to-market strategy, revenue operations consulting, marketing technology implementation, pipeline development, sales and marketing alignment, campaign management, and related consultancy services as specified in the Service Agreement;

"Service Agreement" means the specific agreement or statement of work detailing the particular Services to be provided;

"Terms" means these terms and conditions as updated from time to time.

1.2 Interpretation

References to statutory provisions include amendments, extensions, or re-enactments thereof;
The headings in these Terms are for convenience only and do not affect their interpretation;
Words importing the singular include the plural and vice versa.

2. BASIS OF CONTRACT

2.1 Application of Terms

These Terms apply to all Services supplied by the Company. Any terms or conditions put forward by the Client are excluded unless expressly agreed in writing.

2.2 Formation of Contract

The Agreement is formed when the Company accepts the Client's order in writing or begins performance of the Services, whichever occurs first.

2.3 Entire Agreement

The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or understandings relating to the subject matter.

3. SERVICES

3.1 Service Provision

The Company shall provide the Services with reasonable care and skill in accordance with the Service Agreement and any applicable industry standards.

3.2 Service Scope

Services may include but are not limited to:

Go-to-market strategy development and implementation
Revenue operations consulting and optimisation
Marketing technology stack integration and management
Pipeline development and lead generation
Sales and marketing alignment programmes
Campaign design, implementation, and management
Account identification and segmentation
Performance reporting and analytics
Training and enablement services

3.3 Service Modifications

Any changes to the Services must be agreed in writing. Additional charges may apply for scope changes beyond the original Service Agreement.

3.4 Third-Party Tools and Platforms

Where Services involve third-party marketing technology platforms, CRM systems, or analytics tools, the Client acknowledges that such tools are subject to separate terms and conditions from their respective providers.

4. CLIENT OBLIGATIONS

4.1 Cooperation

The Client shall:

Provide reasonable cooperation and assistance to enable the Company to perform the Services;
Provide timely access to relevant personnel, systems, and information;
Respond promptly to reasonable requests for decisions and approvals;
Ensure all information provided is accurate and complete.

4.2 Information and Access

The Client shall grant the Company reasonable access to:

Marketing technology platforms and systems
Customer relationship management systems
Analytics and reporting tools
Relevant personnel for interviews and collaboration
Historical performance data and documentation

4.3 Client Representatives

The Client shall appoint appropriate representatives with authority to make decisions and provide approvals necessary for Service delivery.

5. FEES AND PAYMENT

5.1 Fees

Fees for Services are as specified in the Service Agreement. All fees are exclusive of VAT, which shall be added at the prevailing rate.

5.2 Billing Structure

The Company offers two primary billing structures:

Monthly Retainer Services:

Billed monthly in advance
Payment due before commencement of each monthly period
Fees cover consultancy services as specified in the Service Agreement

Project-Based Services:

50% of total project fee payable upfront before commencement
Remaining 50% payable upon delivery of final deliverables
Project scope and deliverables as defined in the Service Agreement

5.3 Payment Terms

Monthly retainer invoices: payable in advance at the beginning of each month
Project-based invoices: 50% upfront, 50% on delivery as specified above
All other invoices: payable within 30 days of the invoice date
Payment shall be made in pounds sterling
Time for payment is of the essence
The Company reserves the right to charge interest on overdue amounts at 4% above the Bank of England base rate

5.4 Excluded Costs

Unless expressly included in the Service Agreement, fees exclude:

Advertising budgets and media spend
Third-party tool costs, software licences, and platform subscriptions
External contractor or specialist fees
Travel and accommodation expenses beyond those specified

5.5 Additional Expenses

Additional expenses not excluded under clause 5.4 and reasonably incurred in providing the Services shall be reimbursed by the Client upon presentation of appropriate receipts.

5.6 Suspension for Non-Payment

The Company may suspend Services if payment is overdue by more than 30 days, without prejudice to other remedies.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing Rights

Each party retains ownership of its pre-existing Intellectual Property Rights.

6.2 Developed Materials

Intellectual Property Rights in Deliverables specifically created for the Client shall vest in the Client upon full payment of fees, except for:

The Company's pre-existing methodologies and know-how
Generic frameworks and processes
Materials that may be used for other clients

6.3 Company Methodologies

The Company retains all rights in its proprietary methodologies, frameworks, tools, and know-how developed independently of the Services.

6.4 Third-Party Materials

Neither party shall infringe third-party Intellectual Property Rights. The Client warrants that all materials provided to the Company are either owned by the Client or used with appropriate permissions.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations

Each party undertakes to:

Keep confidential all Confidential Information received
Use Confidential Information solely for the purpose of the Agreement
Not disclose Confidential Information without prior written consent
Take reasonable steps to prevent unauthorised disclosure

7.2 Exceptions

Confidentiality obligations do not apply to information that:

Is in the public domain other than through breach of these Terms
Was known prior to disclosure
Is independently developed
Must be disclosed by law or court order

7.3 Duration

Confidentiality obligations survive termination of the Agreement for a period of five years.

8. DATA PROTECTION

8.1 Compliance

Both parties shall comply with all applicable Data Protection Legislation.

8.2 Processing Activities

Where the Company processes personal data on behalf of the Client:

The Client acts as data controller and the Company as data processor
Processing shall be governed by a separate data processing agreement
The Company shall implement appropriate technical and organisational measures

8.3 Data Security

The Company shall implement reasonable security measures to protect personal data against unauthorised access, alteration, disclosure, or destruction.

9. WARRANTIES AND DISCLAIMERS

9.1 Company Warranties

The Company warrants that:

Services will be performed with reasonable care and skill
It has the right and authority to enter into the Agreement
Services will comply with applicable laws and regulations

9.2 Client Warranties

The Client warrants that:

It has authority to enter into the Agreement
All information provided is accurate and complete
It has necessary rights and permissions for materials provided
Use of the Services will not violate applicable laws

9.3 Disclaimer

Except as expressly stated, all warranties, conditions, and terms are excluded to the fullest extent permitted by law. The Company does not warrant that Services will be uninterrupted or error-free.

10. LIMITATION OF LIABILITY

10.1 Excluded Losses

Neither party excludes liability for:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Breach of confidentiality obligations
Any other liability that cannot be excluded by law

10.2 Limitation of Liability

Subject to clause 10.1, the Company's total liability under the Agreement is limited to the fees paid by the Client in the 12 months preceding the claim.

10.3 Consequential Losses

Neither party shall be liable for indirect, special, or consequential losses including loss of profits, revenue, or business opportunities.

10.4 Client Indemnity

The Client shall indemnify the Company against claims arising from:

Use of Client materials that infringe third-party rights
Client's breach of the Agreement
Client's violation of applicable laws

11. TERM AND TERMINATION

11.1 Duration

The Agreement commences on the date specified in the Service Agreement and continues until completion of Services or earlier termination.

11.2 Termination for Convenience

Either party may terminate with 30 days' written notice, subject to payment for Services performed.

11.3 Termination for Breach

Either party may terminate immediately if the other party:

Commits a material breach that is not remedied within 30 days of written notice
Becomes insolvent or enters into arrangements with creditors
Ceases to carry on business

11.4 Effect of Termination

Upon termination:

Each party's accrued rights and obligations survive
The Client shall pay for Services performed to the termination date
Confidentiality and intellectual property provisions survive

12. FORCE MAJEURE

Neither party shall be liable for failure to perform obligations due to Force Majeure Events, provided that written notice is given and reasonable efforts are made to mitigate the effects.

13. GENERAL PROVISIONS

13.1 Variation

These Terms may only be varied in writing signed by both parties.

13.2 Assignment

Neither party may assign the Agreement without the other party's prior written consent, except the Company may assign to affiliated companies.

13.3 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

No failure to exercise any right constitutes a waiver of that right.

13.5 Third Parties

No third party has any right to enforce any term of the Agreement.

13.6 Notices

Notices must be in writing and delivered by email or recorded delivery to the addresses specified in the Service Agreement.

13.7 Governing Law

The Agreement is governed by English law and subject to the exclusive jurisdiction of the English courts.

14. DISPUTE RESOLUTION

14.1 Negotiation

The parties shall attempt to resolve disputes through good faith negotiations.

14.2 Mediation

If negotiation fails, disputes shall be referred to mediation under the Centre for Effective Dispute Resolution (CEDR) rules.

14.3 Litigation

If mediation fails, disputes shall be resolved through the English courts.

‍COMPANY DETAILS:

Mend Martech Ltd
50 Richmond St
Glasgow G1 1XU
United Kingdom

Email: neha@mendmartech.com
Contact: Neha Tanwer (Founder)

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Last Updated: 25th June 2025

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By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.