Terms of Use and Conditions of Sale

For the purposes of these Terms, the following expressions shall have the meanings set out below:

• Account means the online account created by a Customer to access the Platform or any Services.
• Agreement means these Terms together with any Statement of Work, Order, quotation, Subscription Agreement, Privacy Policy, Acceptable Use Policy, Refund Policy, Data Processing Agreement and any other document expressly incorporated by reference.
• Applicable Law means all laws, regulations, codes of practice and regulatory requirements applicable to the parties, including the laws of England and Wales.
• Business Day means any day other than a Saturday, Sunday or public holiday in England.
• Company, Growth Market, we, our or us means Tamar Ari Ltd (company number: 17350294), a company incorporated in England and Wales, trading under the name Growth Market.
• Confidential Information has the meaning given in Article 12.
• Customer, Client, you or your means the individual or legal entity purchasing or using the Services.
• Deliverables means any reports, websites, software, documentation, designs, automations, AI workflows or other work product supplied by Growth Market.
• Fees means all charges payable by the Customer under the Agreement.
• Intellectual Property Rights means all copyrights, database rights, patents, trade marks, domain names, trade secrets, know-how and all other intellectual property rights recognised anywhere in the world.
• Order means any purchase, quotation, proposal or Statement of Work accepted by the Customer and confirmed by Growth Market.
• Platform means the Growth Market website, customer portal, software, applications and related digital services.
• Services means any services provided by Growth Market, including consulting, reputation management, review management, SEO, website development, software development, AI solutions, automation, APIs, digital marketing, managed services, maintenance, training and any other services offered by the Company.
• Statement of Work (SOW) means a document describing the scope, Deliverables, Fees, milestones and commercial terms applicable to a particular project.
• Subscription means any recurring service provided for a monthly, annual or other recurring fee.
• Terms means these Terms of Use and Conditions of Sale.

These Terms govern every Order placed with Growth Market and apply to all Services provided by the Company unless expressly agreed otherwise in writing.

The Agreement consists of:

• these Terms;
• the applicable quotation or Statement of Work;
• the Privacy Policy;
• the Data Processing Agreement (where applicable);
• the Acceptable Use Policy;
• the Refund Policy; and
• any other document expressly incorporated by reference.

In the event of any inconsistency, the following order of precedence shall apply:

1. Statement of Work;
2. Accepted quotation;
3. These Terms;
4. Company policies.

Growth Market may update these Terms from time to time. Any revised version shall apply to future Orders and, where legally permitted, to existing Services following reasonable notice to the Customer.

The Services are available only to individuals and organisations legally capable of entering into binding contracts.

By placing an Order, the Customer represents and warrants that:

• all information provided is accurate and complete;
• it has the authority to enter into the Agreement;
• it will comply with all Applicable Laws;
• it will use the Services only for lawful business purposes.

Growth Market reserves the right to refuse any Order where it reasonably considers that the proposed engagement presents legal, regulatory, financial or reputational risks.

Certain Services require the creation of a Customer Account.

The Customer shall ensure that all registration information remains accurate, complete and up to date at all times.

The Customer is solely responsible for:

• maintaining the confidentiality of its login credentials;
• all activities carried out through its Account;
• ensuring that only authorised users access the Platform.

Growth Market may require identity verification or additional documentation at any time where reasonably necessary for security, compliance or fraud prevention.

The Company reserves the right to suspend or disable any Account where it reasonably believes that:

• these Terms have been breached;
• fraudulent activity has occurred;
• the Account has been compromised;
• continued access may expose the Company, its Customers or third parties to legal, regulatory or security risks.

Growth Market provides professional digital business services including, where applicable:

• reputation management;
• review management;
• search engine optimisation (SEO);
• website and software development;
• artificial intelligence solutions;
• workflow automation;
• API integrations;
• consulting;
• managed services;
• maintenance and technical support.

The exact scope of the Services shall be defined in the applicable quotation, Order or Statement of Work.

Unless expressly agreed otherwise, Growth Market retains full discretion regarding the technical methods, software, personnel and project management processes used to perform the Services.

The Company may engage qualified subcontractors to perform all or part of the Services while remaining responsible for their performance.

An Order becomes binding only after it has been accepted by Growth Market.

Acceptance may occur by:

• written confirmation;
• electronic acceptance;
• commencement of the Services;
• issuance of an invoice; or
• receipt of payment.

Quotations remain valid for the period stated therein or, if no validity period is specified, for thirty (30) days.

Any modification requested after acceptance of an Order may result in revised pricing, revised delivery dates or additional Fees.

Growth Market shall not be required to perform work falling outside the agreed scope unless expressly accepted in writing.

Delivery dates are estimates only unless expressly agreed otherwise.

Growth Market shall use commercially reasonable efforts to perform the Services within the estimated timeframe.

The Customer acknowledges that delivery may depend upon the timely provision of:

• information;
• approvals;
• content;
• technical access; and
• other cooperation reasonably requested by the Company.

Where delays are caused by the Customer or by events outside the Company's reasonable control, delivery schedules shall be extended accordingly.

Unless otherwise agreed, Deliverables shall be deemed accepted if no material objection is raised within seven (7) days after delivery.

The Customer shall pay all Fees in accordance with the applicable quotation, Statement of Work or invoice.

Unless otherwise stated:

• all prices are exclusive of VAT and other applicable taxes;
• invoices are payable on the due date shown on the invoice;
• time for payment is of the essence.

Growth Market may require:

• full payment in advance;
• a deposit;
• milestone payments; or
• recurring subscription payments,

depending on the nature of the Services.

Late payments may result in:

• suspension of the Services;
• suspension of the Customer Account;
• interest on overdue amounts;
• recovery costs permitted by Applicable Law.

The Customer shall not initiate chargebacks without first giving Growth Market a reasonable opportunity to resolve the dispute.

Where Services are provided on a subscription basis, the Subscription shall continue until cancelled in accordance with the applicable Subscription terms.

Unless otherwise agreed:

• Subscription Fees are payable in advance;
• Subscriptions renew automatically for successive billing periods;
• cancellation takes effect at the end of the current billing period.

Growth Market may revise Subscription pricing upon reasonable prior notice. Updated pricing shall apply only from the next renewal date.

Failure to pay Subscription Fees may result in immediate suspension or termination of the Subscription.

The Customer shall:

• cooperate with Growth Market throughout the project;
• provide accurate and complete information;
• respond promptly to requests for approvals or information;
• maintain appropriate backups of its own systems and data;
• ensure that all materials supplied to Growth Market may lawfully be used.

The Customer remains solely responsible for all business, legal and commercial decisions made using the Services or Deliverables.

Failure to comply with this Article may entitle Growth Market to suspend the Services, revise delivery schedules or terminate the Agreement where appropriate.

All Intellectual Property Rights in the Platform, the Services, methodologies, software, templates, AI workflows, documentation, know-how and other materials developed or owned by Growth Market shall remain the exclusive property of Growth Market or its licensors.

Subject to full payment of all applicable Fees, the Customer is granted a limited, non-exclusive, non-transferable and revocable licence to use the Deliverables solely for its internal business purposes, unless ownership is expressly transferred in writing.

The Customer retains ownership of all materials, trademarks, logos, content and data supplied to Growth Market and grants the Company a non-exclusive licence to use them solely for the purpose of providing the Services.

Unless expressly agreed otherwise, Growth Market retains ownership of all generic developments, reusable code, automation frameworks, AI prompts, templates, methodologies and know-how created during the performance of the Services.

Each party shall keep confidential all non-public information received from the other party in connection with the Agreement.

Confidential Information may be used only for the performance of the Agreement and may be disclosed only to employees, advisers, subcontractors or service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

This obligation shall not apply to information which:

• is already publicly available through no breach of this Agreement;
• was lawfully known before disclosure;
• is independently developed without use of the Confidential Information; or
• must be disclosed by law or by a competent authority.

The obligations contained in this Article shall survive termination of the Agreement for five (5) years, except for trade secrets, which shall remain protected for as long as they retain their confidential nature.

Each party shall comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

Where Growth Market processes personal data on behalf of the Customer, such processing shall be governed by the Company's Data Processing Agreement ("DPA"), which forms part of this Agreement.

Growth Market shall implement appropriate technical and organisational measures designed to protect personal data against unauthorised access, loss, alteration or disclosure.

The Customer warrants that it has all necessary rights and legal bases to provide personal data to Growth Market for the performance of the Services.

Where personal data is transferred internationally, Growth Market shall implement appropriate safeguards required by Applicable Law.

Further information regarding the processing of personal data is available in the Privacy Policy.

The Customer shall use the Platform and the Services only for lawful purposes and in accordance with these Terms.

The Customer shall not use the Services to:

• violate any Applicable Law;
• infringe the rights of third parties;
• distribute unlawful, misleading or malicious content;
• interfere with the security or operation of the Platform;
• attempt unauthorised access to any system or network;
• engage in fraudulent, deceptive or abusive practices.

Where Growth Market provides AI, automation or reputation management services, the Customer remains solely responsible for ensuring that all outputs are reviewed and used in compliance with Applicable Law and applicable third-party platform policies.

Growth Market may immediately suspend or terminate the Services where it reasonably believes that continued use may expose the Company, its Customers or third parties to legal, regulatory, security or reputational risks.

The Customer shall comply with all Applicable Laws relating to its activities and use of the Services.

Without limitation, the Customer represents and warrants that neither it, nor any person acting on its behalf, shall use the Services in connection with:

• fraud or financial crime;
• money laundering or terrorist financing;
• sanctions evasion;
• corruption or bribery;
• deceptive commercial practices;
• activities prohibited by export control laws.

Growth Market reserves the right to carry out reasonable compliance, identity verification and fraud prevention checks where necessary to comply with legal or regulatory obligations.

The Customer shall promptly provide any information reasonably requested for compliance purposes.

Growth Market may suspend or terminate the Services where required by Applicable Law or where it reasonably believes that continuing the commercial relationship could expose the Company to legal, regulatory or financial risk.

Growth Market warrants that the Services shall be performed with reasonable skill and care and in accordance with generally accepted industry standards.

Except as expressly provided in this Agreement, the Services are provided on an "as available" and "as is" basis.

Growth Market does not warrant that the Services will be uninterrupted, error-free or suitable for every Customer's particular objectives.

The Company does not guarantee any specific commercial outcome, including increased revenue, improved rankings, review removals, regulatory approvals or acceptance by any bank, payment institution or third party.

Where the Services include artificial intelligence technologies, the Customer acknowledges that AI-generated outputs may contain inaccuracies and must always be reviewed before use.

Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded under the laws of England and Wales.

Subject to the foregoing, Growth Market's total aggregate liability arising out of or in connection with the Agreement shall not exceed the total Fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.

To the fullest extent permitted by law, Growth Market shall not be liable for any indirect, consequential or special loss, including loss of profits, revenue, business, goodwill, anticipated savings or business opportunity.

Growth Market shall not be liable for losses resulting from:

• decisions or actions of third-party providers;
• changes in third-party platforms or algorithms;
• Customer instructions or omissions;
• Force Majeure Events; or
• reliance upon AI-generated outputs without appropriate human review.

Any claim arising under this Agreement must be brought within twelve (12) months of the event giving rise to the claim, except where a longer limitation period is required by Applicable Law.

The Customer shall indemnify, defend and hold harmless Growth Market, its directors, officers, employees, contractors and affiliates against any losses, liabilities, damages, claims, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• the Customer's breach of this Agreement;
• the Customer's unlawful use of the Services;
• any infringement of third-party rights by materials supplied by the Customer;
• any misleading, false or unlawful information provided by the Customer;
• the Customer's breach of Applicable Law; or
• any claim brought by a third party arising from the Customer's activities.

The Customer's indemnity shall not apply to the extent that the claim results directly from the gross negligence, fraud or wilful misconduct of Growth Market.

Growth Market may suspend or terminate all or part of the Services immediately where:

• the Customer materially breaches this Agreement;
• payment remains overdue following reasonable notice;
• fraudulent or unlawful activity is reasonably suspected;
• the Customer fails to cooperate with reasonable compliance requests;
• continuing the relationship would expose Growth Market to legal, regulatory, financial or reputational risk; or
• suspension or termination is required by Applicable Law or a competent authority.

The Customer may terminate the Agreement at any time by written notice, subject to payment of all outstanding Fees and any minimum contractual commitment agreed between the parties.

Termination shall not affect any rights or obligations accrued before the effective date of termination.

Upon termination or expiry of the Agreement:

• all outstanding Fees shall become immediately payable;
• the Customer's right to access the Services may cease;
• Growth Market may disable Customer Accounts and revoke access credentials;
• each party shall return or securely delete the other's Confidential Information where reasonably practicable, subject to any legal retention obligations.

Termination shall not affect any provisions intended by their nature to survive, including those relating to:

• payment obligations;
• intellectual property;
• confidentiality;
• data protection;
• indemnification;
• limitation of liability;
• dispute resolution.

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to:

• natural disasters;
• war;
• terrorism;
• civil unrest;
• epidemics or pandemics;
• cyberattacks;
• failures of telecommunications or cloud infrastructure;
• governmental actions;
• labour disputes;
• interruptions affecting utilities or critical suppliers.

The affected party shall use reasonable efforts to minimise the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

Where a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Services by written notice without further liability, except for payment obligations accrued before termination.

22.1 Assignment. The Customer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Growth Market. Growth Market may assign or transfer this Agreement to any affiliated company or as part of a merger, acquisition, corporate restructuring or sale of all or substantially all of its business or assets, provided that such transfer does not materially reduce the Customer's contractual rights.

22.2 No waiver. Any failure or delay by either party to exercise any right under this Agreement shall not constitute a waiver of that right or any other right.

22.3 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced, where possible, by a valid provision reflecting as closely as possible the original commercial intention of the parties.

22.4 Entire agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior discussions, negotiations, proposals and understandings, whether oral or written. Each party acknowledges that it has not relied upon any representation or statement not expressly set out in this Agreement. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

22.5 Electronic communications. The parties agree that notices, approvals, invoices, quotations and other communications may be exchanged electronically and shall have the same legal effect as written communications, unless Applicable Law requires otherwise.

22.6 Governing law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

22.7 Jurisdiction. Subject to any mandatory rights granted by Applicable Law, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Before commencing legal proceedings, the parties agree to use reasonable efforts to resolve the dispute through good-faith negotiations.

22.8 Contact. Any legal notice relating to this Agreement shall be sent to the contact details published by Growth Market or to any other address notified by either party in writing. Electronic notices shall be deemed received on the first Business Day following successful transmission, unless evidence demonstrates otherwise. You can reach us via the contact page.