Terms of Service

1. Introduction and Acceptance

Welcome to GreenLight Digital Media Limited ("GreenLight", "we", "us", "our"). These Terms of Service ("Terms") govern your access to and use of our website located at greenlight.digital (the "Website") and the digital marketing services we provide (collectively, the "Services").

By accessing or using our Website or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Website or Services.

GreenLight Digital Media Limited is a company registered in England and Wales under company number [Company Number], with our registered office at [Registered Address].

These Terms should be read in conjunction with our Privacy Policy and Cookie Policy, which are incorporated by reference.

2. Services Provided

GreenLight provides a range of digital marketing services, including but not limited to:

• Website design and development
• Search engine optimisation (SEO)
• Content creation and marketing
• Technical setup and configuration
• Digital growth strategy consulting
• Ongoing website support and maintenance
• Analytics and performance tracking
• Social media marketing

Specific services, deliverables, timelines, and pricing will be outlined in separate service agreements, proposals, or statements of work ("SOW") agreed upon with each client. In the event of any conflict between these Terms and a specific SOW, the SOW shall prevail for that particular engagement.

3. Eligibility and Registration

3.1 Eligibility

To use our Services, you must:

• Be at least 18 years old or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our Services under UK or applicable law
• Provide accurate, current, and complete information when requested

3.2 Account Registration

Some Services may require you to create an account. When creating an account, you agree to:

• Provide accurate and complete registration information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Be responsible for all activities under your account
• Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or contain false information.

4. User Obligations and Acceptable Use

4.1 Acceptable Use

When using our Website or Services, you agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit any viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our systems or networks
• Use automated systems (bots, scrapers) without written permission
• Interfere with or disrupt the integrity or performance of our Services
• Collect or harvest personal information of other users
• Impersonate any person or entity or misrepresent your affiliation
• Use our Services for any illegal, fraudulent, or malicious purpose
• Post, transmit, or share content that is unlawful, harmful, threatening, abusive, defamatory, or obscene
• Infringe intellectual property rights of GreenLight or third parties

4.2 Client Responsibilities

When engaging our Services, you agree to:

• Provide timely access to necessary systems, accounts, and information
• Respond to requests for feedback and approvals within agreed timelines
• Provide accurate information about your business, products, and services
• Ensure you have rights to any materials, content, or assets you provide us
• Comply with all applicable laws and regulations in your industry
• Pay all fees and charges on time according to agreed terms
• Maintain backup copies of your data and content

4.3 Consequences of Violation

Violation of these acceptable use provisions may result in:

• Immediate suspension or termination of Services
• Removal of prohibited content or materials
• Legal action and pursuit of damages
• Reporting to relevant authorities
• Forfeiture of any prepaid fees (at our discretion)

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content on our Website and in our Services, including but not limited to text, graphics, logos, images, videos, software, code, designs, and their compilation, is the property of GreenLight Digital Media Limited and is protected by UK and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use our Website and Services solely for their intended purposes. You may not:

• Reproduce, distribute, modify, or create derivative works without written permission
• Remove or alter any copyright, trademark, or proprietary notices
• Use our branding, logos, or trademarks without authorization
• Reverse engineer, decompile, or disassemble any software

5.2 Client Content and Materials

You retain ownership of any content, materials, or intellectual property you provide to us for use in delivering Services ("Client Content"). By providing Client Content, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of delivering Services to you.

You represent and warrant that:

• You own or have the necessary rights to all Client Content
• Client Content does not infringe third-party intellectual property rights
• Client Content complies with all applicable laws and regulations

5.3 Deliverables and Work Product

Upon full payment for Services, you will own the final deliverables we create specifically for you (such as website designs, custom code, original photography, written content), subject to any third-party licenses for tools, platforms, or stock assets used.

We retain ownership of:

• Our general methodologies, processes, and frameworks
• Pre-existing intellectual property and tools
• Portfolio rights to display your work as case studies (with permission)
• Any components, templates, or code we developed prior to or outside your engagement

5.4 Third-Party Licenses

Some Services may incorporate third-party software, plugins, themes, stock assets, or platforms that are subject to their own license terms. You are responsible for complying with any third-party licenses, and we make no warranties regarding third-party components.

6. Payment Terms and Fees

6.1 Fees and Pricing

Fees for our Services will be outlined in proposals, invoices, or SOWs. Unless otherwise stated:

• All fees are in British Pounds (GBP) unless specified otherwise
• Fees are exclusive of VAT and any applicable taxes
• Pricing is subject to change with 30 days notice for ongoing services

6.2 Payment Terms

Unless otherwise agreed:

• Project deposits are due upon acceptance of proposal
• Invoices are due within 14 days of invoice date
• Recurring services are billed monthly in advance
• Late payments may incur interest at 4% above Bank of England base rate

6.3 Payment Methods

We accept payment via bank transfer, credit/debit card, PayPal, and Stripe. Payment processing fees may apply for certain methods.

6.4 Refund Policy

Project deposits and fees for completed work are non-refundable. For ongoing services, you may cancel with 30 days written notice, and we will refund any unused prepaid amounts on a pro-rata basis.

If you are dissatisfied with our Services, please contact us within 14 days to discuss resolution options.

6.5 Third-Party Costs

Fees for third-party services (hosting, domain registration, stock assets, advertising spend, etc.) are your responsibility and not included in our service fees unless explicitly stated.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• We have the right to provide the Services to you
• Deliverables will substantially conform to specifications in the SOW

7.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We specifically disclaim all implied warranties including:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that Services will be uninterrupted, error-free, or secure
• Warranties regarding accuracy, reliability, or completeness of content
• Warranties that defects will be corrected

7.3 No Guarantee of Results

While we strive to deliver excellent results, we cannot guarantee specific outcomes such as:

• Search engine rankings or organic traffic increases
• Conversion rates or revenue growth
• Social media engagement or follower growth
• Specific return on investment (ROI)

Digital marketing results depend on many factors outside our control, including market conditions, competition, algorithm changes, and your own business practices.

7.4 Third-Party Services

Our Services may rely on or integrate with third-party platforms (Google, Facebook, hosting providers, etc.). We are not responsible for the availability, functionality, or policies of third-party services. Any issues with third-party services should be directed to the respective provider.

8. Limitation of Liability

8.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR £5,000, WHICHEVER IS GREATER.

8.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Cost of substitute services
• Loss of goodwill or reputation
• Business interruption

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

8.3 Exceptions

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by UK law

8.4 Your Responsibility

You are responsible for:

• Maintaining appropriate backups of your data and content
• Ensuring compliance with laws applicable to your business
• Testing and validating deliverables before deployment
• Any claims arising from your use of our deliverables

9. Indemnification

You agree to indemnify, defend, and hold harmless GreenLight Digital Media Limited, its directors, officers, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Client Content you provide to us
• Your use of our Services or deliverables
• Any misrepresentation made by you

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

10. Term and Termination

10.1 Term

These Terms commence when you first access our Website or Services and continue until terminated by either party.

10.2 Termination by You

You may terminate ongoing services by providing 30 days written notice. Project-based services can be terminated as outlined in the relevant SOW. You remain responsible for fees for work completed before termination.

10.3 Termination by Us

We may suspend or terminate your access to Services immediately without notice if:

• You breach these Terms or any SOW
• Payment is overdue by more than 30 days
• You engage in fraudulent or illegal activity
• We are required to do so by law
• Continuing the relationship creates legal or reputational risk

We may also terminate ongoing services with 30 days written notice for any reason.

10.4 Effect of Termination

Upon termination:

• Your right to access and use Services ends immediately
• Outstanding fees become due immediately
• We may delete your data after 30 days (unless legally required to retain)
• You must stop using any deliverables until full payment is received
• Provisions intended to survive termination (payment obligations, intellectual property, liability limitations, dispute resolution) remain in effect

11. Dispute Resolution

11.1 Informal Resolution

If you have a dispute with us, please contact us first at hello@greenlight.digital. We will make reasonable efforts to resolve disputes amicably through good-faith negotiation.

11.2 Mediation

If informal resolution fails, both parties agree to attempt mediation before pursuing litigation. Mediation costs will be shared equally.

11.3 Jurisdiction

These Terms are governed by the laws of England and Wales. Both parties agree to the exclusive jurisdiction of the courts of England and Wales for any disputes that cannot be resolved through negotiation or mediation.

11.4 Time Limitation

Any cause of action arising from or related to our Services must be commenced within one (1) year after the cause of action accrues, or it will be permanently barred.

12. General Provisions

12.1 Modification of Terms

We reserve the right to modify these Terms at any time. Changes will be effective when posted on our Website with a new "Last Updated" date. Continued use of Services after changes constitutes acceptance. For material changes, we will provide reasonable notice via email or prominent website notice.

12.2 Entire Agreement

These Terms, together with any SOWs, proposals, and our Privacy and Cookie Policies, constitute the entire agreement between you and GreenLight regarding our Services, superseding any prior agreements or communications.

12.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.4 Waiver

Our failure to enforce any provision of these Terms does not waive our right to enforce it later. Any waiver must be in writing and signed by an authorized representative.

12.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

12.6 Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, strikes, government actions, or Internet disruptions.

12.7 Independent Contractors

The relationship between you and GreenLight is that of independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

12.8 Third-Party Beneficiaries

These Terms are for the benefit of the parties and their successors and permitted assigns. No third party has any rights to enforce these Terms.

12.9 Notices

Notices to GreenLight should be sent to legal@greenlight.digital. Notices to you will be sent to the email address associated with your account or provided in your SOW. Notices are deemed received when delivered.

12.10 Language

These Terms are drafted in English. Any translations are provided for convenience only. In case of conflict, the English version prevails.

13. Contact Information

If you have questions about these Terms of Service, please contact us: