Terms of Service

1. Definitions

In these Terms of Service, the following definitions apply:

• "Trueframe," "we," "us," or "our" refers to Trueframe Software, the provider of digital marketing services.
• "Client," "you," or "your" refers to any individual or entity that engages Trueframe's services.
• "Services" refers to all digital marketing services provided by Trueframe, including SEO, paid advertising, content marketing, social media, email marketing, analytics, and conversion rate optimisation.
• "Agreement" refers to the service agreement, statement of work, or proposal accepted by the Client, together with these Terms.
• "Deliverables" means all outputs, reports, campaigns, content, and materials produced by Trueframe for the Client.

2. Services

Trueframe agrees to perform the services described in the relevant statement of work or proposal ("SOW") accepted by the Client. The scope, timelines, and pricing of services are set out in the SOW.

We reserve the right to modify, suspend, or discontinue any service with reasonable notice. We will endeavour to give a minimum of 30 days' written notice for any material changes to ongoing services.

Trueframe makes no guarantee of specific marketing outcomes (including search rankings, traffic volumes, or advertising performance metrics) as these are subject to factors outside our control, including platform algorithm changes and market conditions. We do, however, commit to applying best-in-class practices and continuous optimisation.

3. Payment Terms

Fees for services are set out in the applicable SOW or proposal. Unless otherwise agreed:

• Invoices are issued monthly in advance for retainer-based engagements, or upon milestone completion for project-based work.
• Payment is due within 14 calendar days of invoice date.
• Late payments may incur interest at a rate of 2% per month on the outstanding balance.
• For paid advertising services, the Client is responsible for all media spend billed directly to their ad platform accounts, unless otherwise agreed in the SOW.
• All fees are exclusive of applicable taxes (including VAT), which shall be charged at the prevailing rate where applicable.

4. Intellectual Property

Upon receipt of full payment, Trueframe assigns to the Client all rights, title, and interest in the Deliverables specifically created for the Client under the Agreement, including any associated intellectual property rights.

Trueframe retains ownership of:

• Pre-existing methodologies, tools, templates, and know-how used in delivering the services;
• Any third-party software, platforms, or assets incorporated into the Deliverables (subject to their respective licences);
• General marketing knowledge and expertise developed during the engagement.

The Client grants Trueframe a non-exclusive licence to use the Client's trademarks, brand assets, and materials solely to the extent necessary to perform the services.

5. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information"), including business strategies, client data, campaign performance, pricing, and technical information.

Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or to employees and contractors who need to know it to perform the services (and who are bound by equivalent confidentiality obligations).

These obligations survive termination of the Agreement for a period of 3 years.

6. Data Protection

Both parties agree to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. Where Trueframe processes personal data on behalf of the Client, it does so as a data processor, subject to the Client's instructions as data controller.

Our collection and use of personal data in connection with the services is set out in our Privacy Policy.

7. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary accounts, platforms, assets, and information required to perform the services;
• Ensure that all materials provided to Trueframe are lawful, accurate, and do not infringe any third-party rights;
• Appoint a primary point of contact to coordinate with Trueframe on a regular basis;
• Review and provide feedback on Deliverables within agreed timeframes — delays may impact project timelines and deliverable quality;
• Comply with all applicable laws relating to their business, including advertising regulations and consumer protection laws.

8. Limitation of Liability

To the maximum extent permitted by law, Trueframe's total liability to the Client for any claims arising under or in connection with the Agreement shall not exceed the total fees paid by the Client to Trueframe in the 3 months preceding the claim.

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

9. Termination

Either party may terminate the Agreement by providing 30 days' written notice to the other party, unless a different notice period is specified in the SOW.

Either party may terminate the Agreement immediately by written notice if the other party:

• Commits a material breach of the Agreement that is not remedied within 14 days of written notice;
• Becomes insolvent, enters administration, or ceases to trade.

On termination, the Client shall pay all outstanding fees for services rendered up to the termination date. Trueframe will provide a final handover of all Deliverables and account access within 10 business days of termination.

10. Governing Law

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the jurisdiction in which Trueframe is registered, without regard to conflict of law provisions.

Any disputes that cannot be resolved amicably within 30 days of written notice shall be submitted to the exclusive jurisdiction of the courts of the applicable jurisdiction.

11. Changes to These Terms

Trueframe reserves the right to update these Terms at any time. We will notify active clients of material changes by email at least 30 days before they take effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms.

12. Contact

For questions about these Terms, please contact: