Terms & Conditions

In these Terms & Conditions, the following terms have the meanings set out below. Defined terms appear in Title Case throughout this document.

By accessing or using the Website, submitting an inquiry, or engaging GFV for the provision of Services, you confirm that you have read, understood, and agree to be bound by these Terms & Conditions and our Privacy Policy, which is incorporated herein by reference.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms & Conditions. If you do not have such authority, or if you do not agree to these terms, you must not access the Website or engage our Services.

GFV reserves the right to update these Terms & Conditions at any time. Updated terms will be published on this page with a revised "Last updated" date. Continued use of the Website or Services after the effective date of any change constitutes acceptance of the revised terms.

You may use the Website for lawful purposes only. Access to the Website is permitted on a temporary basis. GFV reserves the right to withdraw or amend the Website at any time without notice.

You must not use the Website in any way that:

• Violates any applicable local, national, or international law or regulation
• Is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Involves transmitting unsolicited advertising or promotional material (spam)
• Knowingly transmits any data or material that contains viruses, Trojan horses, worms, or other malicious or technologically harmful code
• Attempts to gain unauthorised access to any part of the Website, server, or database connected to the Website
• Scrapes, crawls, or extracts content from the Website by automated means without prior written consent from GFV
• Reproduces, duplicates, copies, or resells any part of the Website in contravention of these Terms

The Website may contain links to third-party websites. These links are provided for your convenience only. GFV has no control over the content of those sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Inclusion of a link does not imply endorsement by GFV.

The content on the Website is provided for general information only and is not intended to constitute professional advice. While GFV takes reasonable steps to ensure the accuracy of Website content, we make no representations or warranties as to its completeness, accuracy, or fitness for any particular purpose.

All Services are provided subject to a signed Statement of Work or written acceptance of a proposal by the Client. No engagement commences until GFV has received written confirmation of acceptance and, where applicable, an initial payment or signed agreement.

GFV will perform the Services with reasonable skill and care consistent with generally accepted industry standards. We will assign suitably qualified personnel and maintain the resources, licences, and tools necessary to deliver the agreed Services.

GFV reserves the right to subcontract any part of the Services to suitably qualified third parties. GFV remains responsible to the Client for the performance of any subcontracted work and will ensure that subcontractors are bound by confidentiality obligations no less protective than those in Section 8.

Any material change to the agreed scope of Services must be agreed in writing by both parties via a change order or amended Statement of Work. GFV is not obliged to perform work outside the agreed scope without such written agreement. Requests for out-of-scope work may incur additional fees calculated at GFV's then-current day rates.

The Client agrees to fulfil the following obligations throughout the term of any engagement with GFV. Failure to do so may result in delays, additional costs, or reduced service efficacy, for which GFV shall not be liable.

• Timely access: Provide GFV with timely access to all accounts, platforms, systems, content, and information reasonably required to perform the Services, including Google Analytics, Google Search Console, Google Business Profile, website CMS, hosting, and any relevant third-party platforms
• Accurate information: Ensure that all information, materials, and data provided to GFV are accurate, complete, and not in breach of any third-party rights
• Authorised approvals: Designate a named point of contact with authority to provide approvals, feedback, and decisions within agreed timelines. Delays in approval that materially impact the delivery timeline will not be attributable to GFV
• Compliance with law: Ensure that the Client's business, website, and marketing activities comply with all applicable laws, regulations, and platform policies. GFV will not implement strategies that require or facilitate non-compliance
• Honest disclosure: Disclose to GFV any information that may materially affect the performance of the Services, including prior penalties, manual actions, active legal proceedings, or platform policy violations
• Payment: Pay all fees in accordance with the payment terms set out in Section 6

GFV's fees for Services are set out in the applicable Statement of Work or proposal. All fees are stated exclusive of VAT unless otherwise specified. GFV reserves the right to adjust its fees annually, providing not less than 30 days' written notice to ongoing retainer Clients.

Without prejudice to any other right or remedy, if the Client fails to pay any undisputed invoice by the due date, GFV reserves the right to:

• Charge interest on the overdue amount at the rate of 8% per annum above the US prime rate, accruing daily from the due date until the date of actual payment, pursuant to applicable US commercial law
• Suspend delivery of Services without liability until all outstanding amounts are paid in full
• Recover reasonable debt recovery costs incurred in pursuing the overdue payment

If the Client disputes any element of an invoice in good faith, the Client must notify GFV in writing within 7 days of receipt of the invoice, specifying the basis of the dispute. The undisputed portion of the invoice remains due and payable on the standard payment terms. The parties will work in good faith to resolve any invoice dispute within 14 days of notification.

Unless otherwise stated in the Statement of Work, pre-approved out-of-pocket expenses reasonably incurred by GFV in performing the Services (including travel, accommodation, third-party tool subscriptions required for the project, and paid media spend managed on the Client's behalf) will be invoiced to the Client at cost without mark-up. GFV will seek written approval for any individual expense exceeding $250.

Each party retains ownership of all Intellectual Property that it owned or developed prior to the commencement of any engagement ("Pre-existing IP"). Nothing in these Terms transfers any Pre-existing IP from one party to the other.

Subject to full payment of all fees due under the Agreement, GFV assigns to the Client all right, title, and interest (including copyright) in and to the Deliverables created specifically for that Client under the relevant Statement of Work. This assignment takes effect only upon receipt of cleared funds in respect of all outstanding invoices.

Notwithstanding Section 7.2, GFV retains all Intellectual Property in its proprietary tools, software, methodologies, frameworks, processes, templates, and know-how used in the provision of Services ("GFV IP"), including any improvements or developments to GFV IP arising in connection with Services. The Client receives a non-exclusive, non-transferable licence to use GFV IP solely to the extent embedded within or necessary to use the Deliverables.

The Client grants GFV a non-exclusive, royalty-free licence to use the Client's materials, brand assets, website content, and data solely as required to perform the Services. GFV will not use the Client's materials for any other purpose without prior written consent.

Unless the Client has notified GFV in writing to the contrary, GFV reserves the right to reference the Client's name, sector, and aggregated, non-confidential performance metrics in its portfolio, case studies, and marketing materials. GFV will not publish commercially sensitive data or confidential specifics without written consent.

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party. Each party will use the other's Confidential Information only for the purposes of performing its obligations or exercising its rights under the Agreement.

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

The obligations in this Section do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement by the receiving party
• Was rightfully known to the receiving party before disclosure by the disclosing party, without restriction
• Is rightfully disclosed to the receiving party by a third party without restriction
• Is independently developed by the receiving party without use of or reference to the Confidential Information
• Is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives the disclosing party reasonable prior written notice (where legally permissible) and cooperates with any efforts to obtain confidential treatment

Confidentiality obligations survive termination or expiry of the Agreement for a period of three (3) years, or indefinitely in respect of trade secrets.

Both parties agree to comply with all applicable data protection legislation, including the California Consumer Privacy Act ("CCPA") and other applicable US privacy laws, in connection with any personal data processed under or in relation to the Agreement.

Where GFV processes personal data on behalf of the Client as a data processor (for example, when accessing the Client's analytics platforms or CRM), the parties will execute a Data Processing Agreement ("DPA") that complies with the requirements of applicable US data protection law prior to any such processing commencing.

GFV's collection and use of personal data in relation to website visitors and prospective clients is governed by our Privacy Policy, which forms part of these Terms.

GFV warrants that:

• It has the legal authority to enter into the Agreement and to perform the Services
• It will perform the Services with reasonable skill and care
• The Deliverables, to the best of GFV's knowledge, will not infringe the Intellectual Property rights of any third party
• It holds and will maintain all licences, registrations, and consents necessary to lawfully carry on its business and provide the Services

The Client warrants that:

• It has the legal authority to enter into the Agreement
• All materials, data, and information provided to GFV are accurate, complete, and do not infringe any third-party rights
• Its website and business activities comply with all applicable laws, regulations, and platform terms of service at the time of engagement

To the fullest extent permitted by applicable law, GFV shall not be liable to the Client for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, loss of revenue, loss of data, loss of business, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if GFV has been advised of the possibility of such damages.

Subject to Section 11.3, GFV's total aggregate liability to the Client under or in connection with the Agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total fees paid by the Client to GFV in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes GFV's liability for:

• Death or personal injury caused by GFV's negligence
• Fraud or fraudulent misrepresentation by GFV
• Any other liability that cannot be excluded or limited under applicable law

GFV shall not be in breach of the Agreement nor liable for any failure or delay in performing any obligation under the Agreement to the extent that such failure or delay results from events beyond GFV's reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, governmental action, fire, flood, or failure of third-party platforms or internet infrastructure. GFV will notify the Client promptly of any such event and use reasonable endeavours to mitigate its effects.

The Client agrees to indemnify, defend, and hold harmless GFV and its officers, directors, employees, agents, and subcontractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of any representation, warranty, or obligation under these Terms or any Statement of Work
• Any claim that materials, data, or content provided by the Client to GFV infringes the Intellectual Property rights, privacy rights, or other rights of any third party
• The Client's violation of any applicable law, regulation, or third-party platform terms of service
• Any claim by a third party arising from the Client's use of the Deliverables in a manner not authorised by GFV or contrary to these Terms

The Agreement commences on the date the Client accepts the relevant Statement of Work or proposal and continues for the initial term specified therein. Monthly retainer agreements continue on a rolling monthly basis following the initial term unless terminated in accordance with this Section.

Either party may terminate a rolling monthly retainer engagement by providing not less than 30 days' written notice to the other party, such notice to expire at the end of a calendar month. Fixed-term or project-based engagements may only be terminated for convenience by the Client subject to the early termination provisions in the applicable Statement of Work.

Either party may terminate the Agreement with immediate effect by written notice if the other party:

• Commits a material breach of the Agreement and fails to remedy that breach within 14 days of receiving written notice specifying the breach
• Becomes insolvent, enters administration, receivership, or liquidation, or takes any step in connection with any composition or arrangement with its creditors
• Ceases or threatens to cease to carry on business

On termination or expiry of the Agreement for any reason:

• All fees accrued and payable up to the date of termination become immediately due
• GFV will provide a reasonable handover of Deliverables completed and paid for up to the termination date
• Each party will promptly return or destroy the other's Confidential Information, subject to any legal obligation to retain certain records
• Provisions of these Terms that by their nature should survive termination will do so, including Sections 7, 8, 9, 10, 11, 12, and 14

In the event of any dispute, controversy, or claim arising out of or relating to the Agreement (a "Dispute"), the parties will first attempt to resolve the Dispute through good faith negotiation. Either party may initiate this process by serving written notice on the other party describing the Dispute in reasonable detail. The parties will meet (in person, by video conference, or by telephone) within 14 days of such notice to attempt resolution.

If a Dispute is not resolved through negotiation within 30 days of the written notice referred to in Section 14.1 (or such longer period as the parties may agree in writing), either party may refer the Dispute to mediation administered by the Centre for Effective Dispute Resolution ("CEDR") in accordance with its Model Mediation Procedure. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

These Terms and any Agreement formed under them are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

Subject to Section 14.2, each party irrevocably submits to the exclusive jurisdiction of the courts of New York to settle any Dispute arising out of or in connection with these Terms or any Agreement. Nothing in this clause prevents either party from applying to any court for urgent injunctive or interim relief.

These Terms, together with any applicable Statement of Work, Master Services Agreement, and Data Processing Agreement, constitute the entire agreement between the parties relating to their subject matter and supersede all prior representations, agreements, negotiations, and understandings, whether oral or written.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, it will be severed from these Terms. The remaining provisions will continue in full force and effect.

No failure or delay by either party to exercise any right or remedy under the Agreement shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between GFV and the Client. Neither party has authority to bind the other to any obligation or act on the other's behalf.

The Client may not assign, transfer, sub-licence, or otherwise deal with any of its rights or obligations under the Agreement without the prior written consent of GFV. GFV may assign the Agreement to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that GFV notifies the Client in writing.

All notices under the Agreement must be in writing and sent to the address or email address specified in the applicable Statement of Work, or as otherwise notified by a party in writing. Notices sent by email are effective upon confirmed receipt. Notices sent by first class post are effective two business days after posting.

These Terms do not confer any rights on any third party under applicable US contract law.

For all legal inquiries relating to these Terms, please contact us at [email protected] or in writing to Get First Value, 350 Fifth Avenue, Suite 4100, New York, NY 10118.