Introduction

Welcome to Ecomr LTD T/A TwinScroll (“Company,” “We,” “Us,” or “Our”). These Terms and Conditions (“Terms”) form a legally binding agreement between You (“You,” “Your,” or “Client”) and the Company, governing Your access to and use of the services and solutions offered by Us, including but not limited to website design and management, advertising campaign management, and related support services (“Services”). By accessing, using, or subscribing to Our Services, You agree to comply with these Terms in their entirety.

Acceptance of Terms

• By accessing or using the Services, You acknowledge that You have read, understood, and agreed to be bound by these Terms and Our Privacy Policy. If You do not agree with any provision of these Terms, You must refrain from using the Services.
• Your acceptance of these Terms extends to all associated agreements, policies, and guidelines referenced herein, including any updates or amendments.

Scope of Agreement

• These Terms apply to:
  • All clients, businesses, and authorised representatives using the Services.
  • All features, tools, software, and digital content provided by the Company as part of the Services.
  • Any communications or transactions conducted with the Company.
• The Terms are subject to change, and it is Your responsibility to regularly review them. Continued use of the Services constitutes acceptance of any modifications.

Legal Capacity

• By agreeing to these Terms, You confirm that:
  • You are at least 18 years of age or are acting with the full authority of a legally recognised entity.
  • You have the legal capacity and authority to enter into this agreement on behalf of Yourself or the entity You represent.

Purpose and Use

• The Services are provided solely for business purposes. Use of the Services for personal, non-commercial purposes is prohibited unless explicitly authorised by the Company.
• You are responsible for ensuring that all users accessing the Services under Your account comply with these Terms.

Related Policies

The following documents are incorporated by reference into these Terms and form part of the overall agreement:

• Privacy Policy: Governs how We collect, use, and protect Your personal information.
• Refund Policy: Details eligibility for refunds, where applicable.
• Cookie Policy: Explains Our use of cookies and similar tracking technologies.

Service Availability

• The Services are available in the United Kingdom and other regions where explicitly offered. Access to Services in certain jurisdictions may be restricted or subject to local laws and regulations.

Modifications to the Terms

• We reserve the right to modify these Terms at any time. Changes will take effect immediately upon posting to Our Website or otherwise notifying You.
• If material changes are made, We will make reasonable efforts to notify You in advance, either through email or by prominently displaying a notice on the Website.
• Continued use of the Services after updates are published constitutes Your acceptance of the revised Terms.

Entire Agreement

These Terms, together with the related policies and agreements, constitute the entire agreement between You and the Company, superseding any prior agreements, communications, or understandings related to the Services.

1. Definitions and Interpretation

1.1 Interpretation

• The words used in these Terms with capitalised initials have specific meanings as defined below. Unless the context requires otherwise:
  • Singular terms include the plural, and plural terms include the singular.
  • Words denoting any gender include all genders.
  • References to “including” shall mean “including without limitation.”
  • References to statutes, regulations, or similar provisions shall include any amendments or replacements thereof.

1.2 Definitions

For the purposes of these Terms:

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where “control” means ownership of 50% or more of the shares, equity interest, or voting rights in that entity.
• Agreement: Refers collectively to these Terms, the Privacy Policy, and any other related policies or documents explicitly referenced herein.
• Business Day: Any day other than a Saturday, Sunday, or public holiday in the United Kingdom.
• Client Data: Information, content, or materials provided by You to the Company for the purpose of delivering the Services.
• Company: Refers to Ecomr LTD T/A TwinScroll, a company registered in England and Wales, with its registered office at WS12 4SY, Staffordshire, United Kingdom.
• Confidential Information: All non-public, sensitive, or proprietary information disclosed by one party to the other in connection with the Services, whether orally, in writing, or electronically.
• Device: Any digital device, such as a computer, mobile phone, or tablet, used to access or interact with the Services.
• Intellectual Property: Any and all intellectual property rights, including copyrights, patents, trademarks, trade secrets, database rights, design rights, know-how, and related protections in any jurisdiction, whether registered or unregistered.
• Service(s): The solutions provided by the Company, including but not limited to website design and management, advertising campaign management, and all associated features, tools, and support.
• Subscription: The recurring payment arrangement for access to the Services.
• Third-Party Services: Any tools, software, or services provided by entities other than the Company that may be integrated with or used alongside the Services.
• User: Any individual or entity authorised by You to access or use the Services under Your account.
• Website: The Company’s primary website, accessible at https://twinscroll.co, and any related subdomains or portals.

1.3 References

• “You” or “Your”: Refers to the individual, entity, or business accessing or using the Services, including employees or representatives of that entity.
• “We,” “Us,” or “Our”: Refers to the Company.

1.4 Headings

Headings and subheadings used in these Terms are for reference purposes only and shall not affect the meaning or interpretation of the provisions.

1.5 Incorporation by Reference

The following documents are incorporated into these Terms by reference:

• Privacy Policy: Details on data collection, processing, and protection.
• Refund Policy: Specifics regarding refunds and payment disputes.
• Cookie Policy: Information on Our use of cookies and tracking technologies.

2. General Terms of Use

2.1 Eligibility

• You may only access and use the Services if You meet the following criteria:
  • You are at least 18 years old or acting with the full authority of a legally recognised entity.
  • You have the legal capacity to enter into a binding agreement.
  • You will use the Services solely for lawful business purposes.

2.2 Authorised Use

• The Services are provided exclusively for authorised, lawful purposes. By using the Services, You agree that You will not:
  • Engage in illegal, abusive, fraudulent, or malicious activities.
  • Use the Services to distribute harmful or offensive material, including but not limited to malware, viruses, or discriminatory content.
  • Attempt to reverse engineer, disassemble, or exploit any part of the Services or related software.
  • Modify, duplicate, or distribute proprietary materials, software, or content without explicit prior consent from the Company.
  • Circumvent or attempt to circumvent security protocols or access controls.

2.3 User Account Responsibilities

• If You are required to create an account to access certain Services:
  • You must provide accurate, complete, and up-to-date information during registration.
  • You are responsible for maintaining the confidentiality of Your login credentials and for all activity that occurs under Your account.
  • You agree to notify Us immediately of any unauthorised use of Your account or any other breach of security.
  • We reserve the right to suspend or terminate Your account if it is used in violation of these Terms.

2.4 Communication and Notices

• You agree that communications from Us, including legal notices and updates, may be sent via email, posted on the Website, or otherwise delivered through agreed channels.
• It is Your responsibility to ensure that We have accurate and up-to-date contact information.

2.5 Access and Availability

• Access to the Services may occasionally be restricted for maintenance, updates, or technical issues. While We strive to minimise disruptions, You acknowledge that:
  • Access is provided on an “as is” and “as available” basis.
  • The Company is not liable for interruptions in Service availability.
• We reserve the right to modify or discontinue any part of the Services, temporarily or permanently, without notice or liability.

2.6 Amendments

• The Company reserves the right to update or modify these Terms at any time. Changes will become effective upon posting the revised Terms on the Website or notifying You through other means.
• Material changes will be communicated in advance, where possible, via email or other communication channels.
• Continued use of the Services after modifications are posted constitutes acceptance of the updated Terms.

2.7 Prohibited Activities

You expressly agree not to:

• Misrepresent or impersonate another person or entity when using the Services.
• Use automated systems, bots, or scripts to interact with the Services.
• Interfere with or disrupt the functionality, servers, or networks connected to the Services.
• Exploit vulnerabilities or bugs in the Services for personal or commercial gain.

2.8 Client Responsibilities

You are solely responsible for:

• Providing accurate information, materials, and access required for the provision of Services.
• Compliance with all applicable laws, regulations, and licensing requirements in connection with Your use of the Services.
• The actions and behaviour of any Users or third parties accessing the Services through Your account.

2.9 Reservation of Rights

• We reserve the right to deny access to the Services to any individual or entity for violations of these Terms or other reasons at Our sole discretion.
• Any unauthorised use of the Services may result in suspension, termination, or legal action.

3. Intellectual Property

3.1 Ownership of Intellectual Property

• All intellectual property rights in the Services, including but not limited to the designs, content, tools, software, processes, methodologies, and associated materials, are and shall remain the exclusive property of the Company or its licensors. This includes:
  • Websites, designs, and content created by the Company as part of a subscription or custom service.
  • Proprietary software, scripts, tracking tools, or code developed and implemented by the Company.
  • Trademarks, trade names, logos, and branding elements used or provided by the Company.

3.2 Client Use of Intellectual Property

• During an active subscription or contract term, You are granted a non-exclusive, non-transferable, and revocable license to use the Company’s intellectual property strictly for the purposes specified in Your service agreement.
• This limited license does not convey ownership or any proprietary rights in the intellectual property provided or developed by the Company.

3.3 Restrictions on Use

You may not:

• Copy, reproduce, duplicate, publish, repurpose, or distribute any part of the Company’s intellectual property without prior written consent.
• Export or transfer any website content, design, or code to another hosting provider, platform, or service.
• Use the Company’s intellectual property for purposes other than those agreed upon in Your subscription or service plan.
• Reverse engineer, decompile, or disassemble any proprietary tools, scripts, or software provided by the Company.
• Modify, adapt, or create derivative works based on the intellectual property without explicit written approval.

3.4 Retention of Rights Post-Cancellation

• Upon cancellation or termination of a subscription:
  • All rights to use the Company’s intellectual property, including website designs, content, and integrated tools, cease immediately.
  • Any attempts to retain, replicate, or use proprietary materials without subscription renewal or separate written agreement are prohibited and may result in legal action.
• The Company retains the right to permanently delete all designs, content, and related materials from its systems 14 days after cancellation or termination, unless otherwise agreed.

3.5 Client Intellectual Property

• You retain all intellectual property rights to materials You provide to the Company (“Client Data”) for use in delivering the Services.
• By providing Client Data, You grant the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, and distribute such materials solely for the purpose of delivering the agreed Services.
• You confirm that You own or have the necessary rights to provide Client Data and that its use by the Company does not infringe the intellectual property or other rights of any third party.

3.6 Infringement Claims

• If You believe that any materials provided by the Company infringe upon Your or a third party’s intellectual property rights, You must notify Us in writing immediately. Notifications must include:
  • A detailed description of the alleged infringement.
  • Sufficient evidence to support the claim.
  • Contact information for further communication.
• The Company reserves the right to investigate and address any claims at its sole discretion.

3.7 Enforcement

• Any unauthorised use of the Company’s intellectual property will be considered a material breach of these Terms and may result in:
  • Suspension or termination of Your access to the Services.
  • Legal action to recover damages, enforce rights, or prevent further misuse.

3.8 Attribution

• The Company reserves the right to include an attribution or footer link to the Company’s Website or branding on designs, websites, or other deliverables provided under the Services. Removal of such attribution is not permitted without explicit prior agreement.

4. Confidentiality

4.1 Definition of Confidential Information

• “Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Services. This includes, but is not limited to:
  • Business strategies, marketing plans, financial data, pricing, and forecasts.
  • Technical information, methodologies, software, tools, and documentation.
  • Personal data and any other information protected under applicable data protection laws.
  • Any information explicitly identified as confidential by the Disclosing Party.

4.2 Exclusions

Confidential Information does not include information that:

• Was already known to the Receiving Party without any obligation of confidentiality at the time of disclosure.
• Becomes publicly available through no fault or breach of the Receiving Party.
• Is independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information.
• Is lawfully disclosed to the Receiving Party by a third party with no confidentiality obligations.

4.3 Obligations of Confidentiality

• The Receiving Party agrees to:
  • Use Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms.
  • Take reasonable measures to protect the Confidential Information from unauthorised access, disclosure, or use, including implementing appropriate technical and organisational safeguards.
  • Limit disclosure to employees, agents, or contractors on a need-to-know basis, provided such individuals are bound by confidentiality obligations at least as restrictive as those outlined in these Terms.
• The Receiving Party shall not:
  • Disclose Confidential Information to any third party without prior written consent from the Disclosing Party.
  • Copy, modify, or distribute Confidential Information unless expressly authorised.

4.4 Legal Disclosures

• If the Receiving Party is required by law, regulation, or valid legal process (e.g., subpoena or court order) to disclose Confidential Information:
  • The Receiving Party must promptly notify the Disclosing Party, unless prohibited by law, to provide an opportunity to seek protective measures.
  • Disclosure shall be limited to the minimum amount of information legally required, and the Receiving Party shall cooperate with the Disclosing Party in seeking to maintain confidentiality.

4.5 Data Protection and Personal Data

• To the extent that Confidential Information includes personal data, both parties agree to comply with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and UK Data Protection Act 2018.
• Personal data shared as part of the Services will be processed in accordance with the Company’s Privacy Policy.

4.6 Duration of Confidentiality Obligations

• The Receiving Party’s obligations to maintain the confidentiality of the Disclosing Party’s Confidential Information shall remain in effect for a period of five (5) years following the termination or expiration of these Terms, unless:
  • A longer period is required by applicable law.
  • The Confidential Information constitutes a trade secret, in which case obligations shall remain in effect until the information is no longer a trade secret under applicable law.

4.7 Remedies for Breach

• In the event of a breach or threatened breach of this confidentiality clause:
  • The Disclosing Party may seek injunctive relief or specific performance to prevent further unauthorised use or disclosure.
  • The Disclosing Party may pursue monetary damages or other remedies as permitted by law.

4.8 Return or Destruction of Confidential Information

• Upon termination of these Terms or upon written request, the Receiving Party shall:
  • Return all Confidential Information to the Disclosing Party, or
  • Permanently destroy all copies of Confidential Information and certify such destruction to the Disclosing Party, unless retention is required by law or for legitimate business purposes.

4.9 Publicity

• Neither party shall issue press releases, make public statements, or otherwise disclose the existence of their relationship or the terms of these Terms without prior written consent from the other party, except where such disclosure is required by law.

5. Privacy and Data Protection

5.1 Compliance with Data Protection Laws

• Both parties agree to comply with applicable data protection and privacy laws, including but not limited to:
  • The General Data Protection Regulation (GDPR) (EU Regulation 2016/679) and its UK implementation under the Data Protection Act 2018.
  • Any other relevant laws governing the collection, storage, use, and transfer of personal data.

5.2 Personal Data Processing

• The Company will process personal data provided by or collected from You (“Client Data”) solely for the purposes of delivering the Services in accordance with these Terms and the Company’s Privacy Policy.
• By using the Services, You confirm that:
  • You have obtained all necessary permissions and consents from individuals whose data is shared with the Company.
  • Processing of such data by the Company does not violate any applicable laws or third-party rights.

5.3 Data Controller and Processor Roles

• The parties acknowledge and agree that:
  • You are the data controller for Client Data, determining the purposes and means of its processing.
  • The Company acts as a data processor for Client Data, processing it only on Your instructions and as necessary to deliver the Services.

5.4 Company Obligations as Data Processor

• As a data processor, the Company will:
  • Process Client Data only on documented instructions from You unless otherwise required by law.
  • Ensure appropriate technical and organisational measures are in place to protect Client Data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
  • Ensure that employees, agents, and contractors authorised to process Client Data are subject to confidentiality obligations.
  • Assist You, where reasonably possible, in fulfilling Your obligations related to individual rights requests, such as access, rectification, or deletion requests.
  • Provide reasonable assistance in ensuring compliance with Your obligations under applicable data protection laws, including impact assessments and breach notifications.

5.5 Data Subject Rights

• The Company will notify You promptly of any data subject requests (e.g., requests for access, correction, or deletion of personal data) received directly and will not respond to such requests unless directed to do so by You.

5.6 Data Security

• The Company will implement and maintain appropriate security measures, including:
  • Encryption, secure storage, and regular security audits.
  • Measures to protect Client Data from unauthorised access, alteration, disclosure, or destruction.
• You are responsible for ensuring the security of personal data under Your control, including safeguarding login credentials and using secure communication channels when providing sensitive information.

5.7 Data Breach Notification

• In the event of a personal data breach affecting Client Data:
  • The Company will notify You without undue delay after becoming aware of the breach.
  • The notification will include sufficient details about the breach to enable You to comply with legal reporting obligations, including:
    • The nature and scope of the breach.
    • Types of data affected.
    • Potential consequences and mitigation steps.
• You are responsible for notifying relevant supervisory authorities or affected individuals where required by law.

5.8 Data Transfers

• The Company may transfer Client Data outside the UK or the European Economic Area (EEA) for the purposes of providing the Services, subject to:
  • Implementation of appropriate safeguards, such as standard contractual clauses or other legally recognised mechanisms.
  • Ensuring that any third-party processors comply with equivalent data protection standards.

5.9 Third-Party Processors

• The Company may engage third-party processors to assist in delivering the Services. These processors will:
  • Be subject to binding contractual agreements ensuring data protection compliance.
  • Process Client Data only as instructed by the Company and for the purposes specified in these Terms.
• A list of third-party processors can be provided upon request.

5.10 Retention and Deletion of Data

• The Company will retain Client Data for as long as necessary to deliver the Services or as required by applicable law.
• Upon termination of these Terms or at Your written request, the Company will:
  • Return or delete all Client Data in its possession, except where retention is required by law.
  • Provide certification of data deletion upon request.

5.11 Your Obligations

You agree to:

• Comply with all data protection laws applicable to the data You collect, process, and share with the Company.
• Provide accurate and lawful instructions for the processing of Client Data.
• Notify the Company of any errors, updates, or changes to Client Data that may impact its processing.

5.12 Liability for Data Protection Breaches

• The Company will not be liable for breaches of data protection laws caused by:
  • Your failure to provide accurate, complete, or lawful data.
  • Your failure to comply with applicable laws or obligations under these Terms.
• In the event of a data breach caused by the Company’s negligence, liability will be limited as outlined in the “Limitation of Liability” section of these Terms.

5.13 Privacy Policy

• Further details on how We process, store, and protect personal data are outlined in Our Privacy Policy, which is incorporated into these Terms by reference.

6. Limitation of Liability

6.1 General Limitations

• To the fullest extent permitted by applicable law, the Company shall not be liable for:
  • Indirect, incidental, consequential, punitive, or special damages.
  • Loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings.
  • Damages arising from interruptions, delays, or errors in the delivery of Services, regardless of cause.

6.2 Maximum Liability

• The Company’s total aggregate liability for all claims under or in connection with these Terms, whether arising in contract, tort (including negligence), or otherwise, shall not exceed:
  • The total amount paid by You for the Services in the twelve (12) months immediately preceding the date on which the claim arose, or
  • £1,000, whichever is lower.

6.3 No Warranties

• The Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to:
  • Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
  • Any warranty that the Services will meet Your specific requirements or expectations, be uninterrupted, error-free, or free of harmful components.

6.4 Client Responsibilities

The Company shall not be liable for losses or damages resulting from:

• Your failure to provide accurate, complete, or timely information or instructions necessary for the delivery of Services.
• Unauthorised access to or use of Your account caused by Your failure to safeguard login credentials.
• Any modifications, integrations, or actions performed by You or third parties that negatively impact the performance or security of the Services.

6.5 Third-Party Services and Integrations

• The Company may use or recommend third-party tools, services, or integrations as part of the Service delivery. These third-party services are provided under their own terms and conditions, and the Company does not:
  • Warrant or endorse the functionality, security, or reliability of such services.
  • Accept liability for any damages or losses caused by third-party tools or integrations.

6.6 Downtime and Service Interruptions

• While We strive to maintain optimal service availability, You acknowledge and agree that:
  • Temporary downtime may occur due to maintenance, technical issues, or other events beyond Our control.
  • The Company is not liable for any losses or damages caused by service interruptions or downtime.
  • No refunds or credits will be issued for interruptions in Service availability.

6.7 Force Majeure

• The Company shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to:
  • Natural disasters, acts of war, terrorism, labour disputes, internet outages, or government actions.
  • Such events shall suspend the Company’s obligations for the duration of the force majeure event, provided reasonable efforts are made to mitigate its effects.

6.8 Indemnification by You

• You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses, including reasonable legal fees, arising out of or in connection with:
  • Your breach of these Terms or applicable laws.
  • Your use of the Services, including any content You provide or actions performed under Your account.
  • Claims from third parties related to Your use of the Services or any data processed through them.

6.9 Specific Exclusions

The Company shall not be liable for damages arising from:

• Decisions or actions taken by You based on advice or recommendations provided by the Company as part of the Services.
• Your failure to meet legal or regulatory obligations in connection with Your business or activities.

6.10 Jurisdictional Variations

• Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. If these laws apply to You, some of the exclusions and limitations outlined in this section may not apply to the extent prohibited by law. However, the remaining terms shall remain enforceable.

6.11 Remedies

• If You are dissatisfied with the Services or believe the Company has breached its obligations, Your sole and exclusive remedy shall be to discontinue use of the Services and terminate Your agreement in accordance with these Terms.

7. Force Majeure

7.1 Definition of Force Majeure

• A “Force Majeure Event” refers to any event or circumstance beyond the reasonable control of the Company that prevents or delays performance of its obligations under these Terms. This includes, but is not limited to:
  • Natural disasters (e.g., earthquakes, floods, hurricanes).
  • Acts of war, terrorism, or civil unrest.
  • Government actions, laws, or regulations, including those affecting supply chains.
  • Labour disputes, strikes, or lockouts.
  • Power outages, telecommunications failures, or widespread internet disruptions.
  • Pandemics, epidemics, or public health emergencies.

7.2 Suspension of Obligations

• If the Company is unable to perform its obligations due to a Force Majeure Event:
  • The affected obligations shall be suspended for the duration of the Force Majeure Event.
  • The Company shall not be considered in breach of these Terms during the period of suspension, provided that reasonable efforts are made to mitigate the effects of the Force Majeure Event.

7.3 Notification

• In the event of a Force Majeure Event, the Company will:
  • Notify You as soon as reasonably possible, providing details of the nature and expected duration of the event.
  • Keep You informed of any developments and the steps being taken to mitigate its impact.

7.4 Limitation of Liability

• The Company shall not be liable for any loss, damage, or delay caused by a Force Majeure Event, including:
  • Loss of business opportunities, revenue, or profits.
  • Disruptions to timelines, schedules, or expected deliverables.
  • Interruptions to access or availability of the Services.

7.5 Resumption of Services

• The Company shall make reasonable efforts to resume normal operations as soon as the Force Majeure Event has been resolved or subsided.
• Any deadlines or obligations impacted by the event will be adjusted accordingly, with new timelines communicated to You in writing.

7.6 Termination Due to Prolonged Force Majeure

• If a Force Majeure Event continues for a period exceeding thirty (30) days and significantly impacts the provision of Services:
  • Either party may terminate the affected agreement by providing written notice to the other party.
  • In the event of such termination:
    • You will not be entitled to a refund for the period of suspension unless otherwise agreed.
    • The Company will not be liable for any damages or losses resulting from the termination.

7.7 Client Obligations During Force Majeure

• During a Force Majeure Event, You are responsible for:
  • Continuing to meet Your payment obligations for Services already rendered.
  • Ensuring that Your own systems, data, or operations are safeguarded against disruptions caused by the Force Majeure Event.

7.8 Exclusions

• Force Majeure does not include events caused by:
  • Negligence or failure to perform by either party.
  • Predictable and preventable technical or operational issues within the reasonable control of the Company or its suppliers.

7.9 Remedies

• The Company’s sole obligation during a Force Majeure Event is to take reasonable measures to mitigate its effects and resume performance as soon as practicable.
• No additional remedies, penalties, or liabilities shall be imposed on the Company in connection with delays or failures caused by a Force Majeure Event.

8. Dispute Resolution

8.1 Scope of Disputes

• A “Dispute” refers to any disagreement, claim, or controversy arising out of or in connection with:
  • These Terms or any related agreements or policies.
  • The Services provided by the Company, including their performance or interpretation.
  • Actions or omissions by either party related to this agreement.
• Dissatisfaction with Services that comply with these Terms does not constitute a valid Dispute.

8.2 Informal Resolution

• Before initiating any formal proceedings, the parties agree to attempt to resolve Disputes informally through open communication and good faith efforts.
• You must notify the Company of any Dispute via:
  • WhatsApp: Through the designated communication channel provided to You.
  • Email: Send detailed Dispute information to [email protected].
• The notification must include:
  • A detailed description of the issue, including supporting evidence where applicable.
  • The specific relief or resolution being sought.

8.3 Company Response

• Upon receiving a Dispute notification, the Company will:
  • Acknowledge receipt of the Dispute within three (3) Business Days.
  • Provide an initial response or resolution proposal within fourteen (14) Business Days, depending on the complexity of the issue.
• The Company reserves the right to request additional information or evidence to support Your claim.

8.4 Valid Disputes

• A Dispute will only be considered valid if:
  • It clearly demonstrates a breach of these Terms by the Company.
  • It includes sufficient evidence to support the claim.
• The following are not considered valid Disputes:
  • Complaints based on personal dissatisfaction where the Services align with agreed specifications.
  • Claims related to events outside the Company’s control, including Force Majeure or third-party actions.

8.5 Escalation to Arbitration

• If the Dispute cannot be resolved informally within thirty (30) calendar days of notification:
  • Either party may refer the Dispute to arbitration, as outlined in this section.
  • Arbitration shall be conducted in accordance with the rules of the London Court of International Arbitration (LCIA) or another agreed-upon arbitration body.
  • The arbitration proceedings shall:
    • Be conducted in English.
    • Take place in England unless both parties agree to an alternative location.
  • The decision of the arbitrator(s) shall be final and binding on both parties.

8.6 Costs of Arbitration

• Each party shall bear its own legal costs and expenses incurred in connection with arbitration.
• Arbitration fees and associated administrative costs shall be shared equally unless otherwise determined by the arbitrator(s).

8.7 Governing Law

• All Disputes, including those resolved through arbitration, are governed by and construed in accordance with the laws of England and Wales.

8.8 Alternative Remedies

• If arbitration is not suitable or enforceable under applicable law, either party may pursue resolution through the small claims court in England, provided the claim falls within the jurisdictional limits of the court.

8.9 Injunctive Relief

• Notwithstanding the dispute resolution procedures outlined above, the Company reserves the right to seek immediate injunctive relief or equitable remedies in any competent court to:
  • Protect its intellectual property or Confidential Information.
  • Prevent unauthorised use of the Services or related materials.

8.10 Finality of Resolution

• Any resolution reached through informal discussions, arbitration, or court proceedings shall be considered final and binding. The parties agree to fully comply with the resolution terms.

9. Service-Specific Terms

9.1 Payment and Subscription Terms

• Payment Failure:

  • If a subscription renewal charge fails, the Company will attempt to reprocess the payment up to three (3) times.
  • If all payment attempts fail:
    • Services associated with the subscription will be placed on hold.
    • Websites will display a “site unavailable” page until the balance is cleared.
    • The subscription will remain active, and payment for the service period will still be due.
  • Service will resume within two (2) hours of payment clearance, with no changes to the original billing date or cycle.

• Subscription Renewals:

  • Subscriptions renew automatically on a monthly rolling basis unless cancelled in accordance with these Terms.
  • A minimum of fourteen (14) days’ notice is required to cancel a subscription prior to the next renewal.
  • Cancellation requests submitted after the notice period will take effect at the end of the subsequent billing period.

• Subscription Activation:

  • Subscriptions are considered active immediately upon signup, regardless of when the associated services (e.g., website launch) are finalised.

• Refund Policy:

  • Refunds are only issued if the Company fails to deliver the advertised service.
  • Dissatisfaction with the initial presentation of a service or website does not qualify for a refund; however, reasonable revisions will be provided within the scope of the subscription.

9.2 Cancellation and Termination

• Site Removal:

  • Upon cancellation of a subscription, the associated website will be scheduled for removal up to seven (7) days before the end of the billing term.
  • A backup of the site will be retained for fourteen (14) days following cancellation. After this period, all files will be permanently deleted.

• Reactivation:

  • Reactivation within the fourteen (14) days after cancellation will restore the site without additional fees.
  • After the deletion period, a new subscription and rebuild fee will be required to restart the service.

• Prohibition of Export/Duplication:

  • Sites, designs, and associated materials remain the intellectual property of the Company and are non-transferable.
  • Clients are prohibited from exporting or duplicating content, designs, or features at any time, including after cancellation.

9.3 Excessive Requests Beyond Scope

• Services are provided within the defined scope of the selected subscription plan. Requests outside this scope include, but are not limited to:
  • Substantial redesigns or structural changes.
  • Additional tools, integrations, or third-party customisations.
  • Repeated revisions or modifications beyond reasonable adjustments.
• Out-of-scope requests will incur additional charges, determined on a case-by-case basis and quoted before work begins.

9.4 Website Backend Access

• Backend access to websites is restricted to ensure:
  • Protection of server integrity and data security.
  • Prevention of unauthorised changes that may compromise functionality or performance.
• Clients or third-party agents are not permitted full backend access but may request changes or updates through the Company’s support channels.

9.5 Downtime and Maintenance

• Temporary service interruptions may occur due to:
  • Planned maintenance or system updates (advance notice will be provided where possible).
  • Unforeseen technical issues or third-party disruptions.
• Such interruptions are non-refundable. The Company will make reasonable efforts to minimise downtime and restore services promptly.

9.6 Ad Campaign Management

• Ownership of Campaign Assets:

  • Campaign-related assets, such as landing pages, tracking scripts, and integrations, remain the property of the Company.
  • Upon cancellation of ad management services:
    • All associated assets will be removed.
    • The Company assumes no responsibility for the performance of campaigns managed independently post-cancellation.

• Termination of Campaigns:

  • Ad campaigns set up by the Company may be paused or terminated upon cancellation, as they may rely on resources exclusive to an active subscription.

9.7 Client Cooperation

• Service delivery timelines depend on Your cooperation, including:
  • Providing required materials, feedback, and approvals in a timely manner.
  • Responding to Company communications to facilitate progress.
• Delays caused by Your failure to cooperate will not pause or impact billing cycles.

10. Unexpected Downtime

10.1 Nature of Downtime

• Downtime refers to any period during which access to the Services or associated systems is unavailable or disrupted, whether planned or unplanned.
• Downtime may occur due to:
  • Scheduled maintenance or upgrades.
  • Unforeseen technical failures, such as server crashes, software bugs, or network issues.
  • Events beyond the Company’s reasonable control, including third-party service outages.

10.2 Scheduled Maintenance

• The Company performs scheduled maintenance to improve, upgrade, or repair systems. Scheduled maintenance:
  • Will typically occur during off-peak hours to minimise disruption.
  • Will be communicated in advance via email or other notification channels where feasible.
• Clients acknowledge and accept that such maintenance may temporarily disrupt access to Services.

10.3 Unforeseen Downtime

• In the event of unforeseen downtime caused by technical issues or third-party failures:
  • The Company will endeavour to identify and resolve the issue promptly.
  • Updates will be provided as needed to keep Clients informed of progress.
• No guarantees are provided regarding the time required to resolve such issues.

10.4 No Liability for Downtime

• The Company shall not be held liable for any damages, losses, or inconveniences resulting from downtime, including but not limited to:
  • Lost profits or business opportunities.
  • Disruptions to operations or service delivery.
  • Any impact caused by delays in restoring access.

10.5 No Refund Policy

• Downtime, whether scheduled or unforeseen, is non-refundable. The subscription fees cover the ongoing availability and development of the Services and do not guarantee uninterrupted access.

10.6 Client Responsibilities During Downtime

• During periods of downtime, You are responsible for:
  • Maintaining Your own contingency plans to minimise disruptions to Your business operations.
  • Promptly notifying the Company of any errors or issues encountered during or after downtime.

10.7 Mitigation Efforts

• The Company will take all reasonable steps to minimise the impact of downtime, including:
  • Deploying redundant systems and backups where feasible.
  • Conducting regular monitoring and maintenance to prevent issues.

10.8 Third-Party Downtime

• Some Services may rely on third-party providers (e.g., hosting platforms, payment gateways, or advertising networks). The Company:
  • Does not guarantee the availability or reliability of third-party systems.
  • Is not responsible for downtime or performance issues caused by third-party failures.

10.9 Notification of Prolonged Downtime

• If downtime is expected to last longer than twenty-four (24) hours:
  • The Company will notify Clients via email or other agreed communication channels.
  • Regular updates will be provided regarding the status and resolution of the issue.

11. Third-Party Cooperation

11.1 Collaboration with Third Parties

• The Company is willing to cooperate with third-party providers, agencies, or consultants engaged by You, provided such collaboration:
  • Does not compromise the integrity or security of the Company’s systems, processes, or intellectual property.
  • Falls within the scope of the Services being provided under these Terms.
  • Does not impose additional obligations or liabilities on the Company without prior agreement.

11.2 Access Limitations

• To maintain the integrity and security of the Services, the Company will not provide third-party access to:
  • Backend systems, servers, or databases.
  • Proprietary tools, code, or intellectual property.
  • Campaign data, tracking scripts, or other confidential information not explicitly covered by these Terms.
• Requests for access must be submitted in writing and will be assessed on a case-by-case basis.

11.3 Approved Integrations

• Where applicable, the Company may integrate third-party tools or services into the delivery of its Services, such as:
  • Advertising platforms (e.g., Google Ads, Meta Ads).
  • Analytics tools (e.g., Google Analytics).
  • Payment processors or booking systems.
• Such integrations are subject to the terms and conditions of the third-party providers. The Company:
  • Does not warrant or guarantee the functionality or availability of third-party tools.
  • Is not liable for issues caused by third-party tools or services.

11.4 Responsibility for Third-Party Actions

• If You engage third parties to interact with or modify the Services:
  • You assume all risks and liabilities associated with their actions.
  • The Company is not responsible for any damages, disruptions, or performance issues caused by third-party interventions.

11.5 Prohibited Activities

• The following third-party activities are prohibited:
  • Attempts to export or duplicate website content, designs, or proprietary materials.
  • Modifications to campaigns, scripts, or code without prior approval from the Company.
  • Access to sensitive data or systems not authorised by the Company.

11.6 Third-Party Data Sharing

• Where third parties require access to data for integration or support purposes:
  • The Company will only share data with Your explicit written consent.
  • Such data sharing will comply with applicable data protection laws, including GDPR.
  • Third parties must agree to maintain the confidentiality and security of any shared data.

11.7 Indemnity for Third-Party Issues

• You agree to indemnify, defend, and hold harmless the Company against any claims, damages, or losses arising from:
  • Actions or omissions of third parties engaged by You.
  • Breaches of confidentiality, data protection, or security caused by third-party interactions.
  • Use of third-party tools, integrations, or services requested by You.

11.8 Termination of Third-Party Access

• The Company reserves the right to terminate third-party access or collaboration if:
  • Such access compromises the security or performance of the Services.
  • The third party fails to comply with these Terms or any additional conditions imposed by the Company.
  • Continued collaboration is deemed detrimental to the Company’s operations or obligations.

11.9 Notification and Disputes

• Any issues or disputes involving third parties must be promptly reported to the Company.
• The Company will assess and address the issue at its sole discretion, and decisions regarding third-party collaboration shall be final.

12. Compliance

12.1 General Compliance Obligations

• Both You and the Company agree to comply with all applicable laws, regulations, and industry standards in connection with the performance and use of the Services. This includes, but is not limited to:
  • Data protection laws, such as GDPR and the UK Data Protection Act 2018.
  • Intellectual property laws.
  • Consumer protection laws.
  • Applicable advertising and marketing regulations.

12.2 Client-Specific Compliance

• Your Responsibilities:

  • You are solely responsible for ensuring that the use of the Services complies with all applicable laws and regulations in Your jurisdiction.
  • You must ensure that any content, materials, or data provided to the Company does not:
    • Infringe upon the intellectual property rights of third parties.
    • Violate any applicable laws, including but not limited to copyright, trademark, or defamation laws.
    • Contain unlawful, harmful, or objectionable content.
  • You are responsible for obtaining any licenses, permissions, or consents required for the content You provide or activities You undertake using the Services.

• Non-Compliance Consequences:

  • If You fail to comply with applicable laws or regulations, the Company reserves the right to:
    • Suspend or terminate access to the Services without notice.
    • Remove or disable access to any content deemed non-compliant.
    • Notify relevant authorities if required by law.

12.3 Data Protection Compliance

• Company Responsibilities:

  • The Company processes personal data in accordance with applicable data protection laws and its Privacy Policy.
  • The Company will:
    • Implement appropriate technical and organisational measures to safeguard personal data.
    • Notify You of any data breaches as required by law.
    • Ensure that any data shared with third-party processors complies with data protection obligations.

• Client Responsibilities:

  • You must ensure that personal data shared with the Company is collected and processed lawfully.
  • You are responsible for securing valid consents from individuals where required.
  • You agree to notify the Company immediately of any errors, changes, or updates regarding personal data.

12.4 Advertising and Marketing Compliance

• Where the Services involve advertising or marketing campaigns:
  • The Company will comply with applicable advertising standards and platform policies (e.g., Google Ads, Meta Ads).
  • You are responsible for ensuring that all advertising materials and content provided to the Company comply with applicable laws and platform policies, including:
    • Truth-in-advertising standards.
    • Prohibitions on misleading or deceptive content.
    • Restrictions on sensitive or prohibited product categories.

12.5 Export Compliance

• The Services may not be used, exported, or re-exported:
  • In violation of any applicable export control laws or regulations.
  • To countries, individuals, or entities subject to UK or international sanctions.

12.6 Prohibited Activities

• You may not use the Services for any activity that:
  • Violates local, national, or international laws.
  • Supports illegal, abusive, or fraudulent activities.
  • Involves the unauthorised collection, storage, or processing of personal data.
  • Promotes hate speech, discrimination, or illegal content.

12.7 Legal Cooperation

• The Company may be required to cooperate with legal authorities or regulators in connection with investigations or proceedings. Such cooperation may include:
  • Disclosing Client Data or other information as required by law or legal process.
  • Implementing restrictions or changes to the Services to comply with legal requirements.
  • Notifying You of legal inquiries or requests involving Your use of the Services, unless prohibited by law.

12.8 Indemnification for Non-Compliance

• You agree to indemnify, defend, and hold harmless the Company from any claims, damages, or losses resulting from:
  • Your failure to comply with applicable laws, regulations, or these Terms.
  • Allegations of unlawful or infringing content provided by You.
  • Regulatory penalties or fines arising from Your actions or omissions.

12.9 Changes in Legal Requirements

• If changes in applicable laws or regulations require modifications to the Services:
  • The Company reserves the right to implement such changes without liability.
  • Where material changes impact the scope or functionality of the Services, the Company will provide reasonable notice to affected Clients.

13. Governing Law and Jurisdiction

13.1 Governing Law

• These Terms, as well as any disputes or claims arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
• The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

13.2 Exclusive Jurisdiction

• You agree that any disputes or claims arising out of or in connection with these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.
• Nothing in this section shall limit the Company’s right to bring enforcement proceedings in any jurisdiction where a breach of these Terms or applicable law has occurred.

13.3 Mandatory Compliance with Local Laws

• You are responsible for ensuring that Your use of the Services complies with all applicable laws and regulations in the jurisdiction(s) where You operate or access the Services.
• If the use of the Services violates any local laws or regulations, You must immediately cease such use.

13.4 Legal Notices

• Any legal notices to the Company must be sent to the following address:
  • Legal Department
    Ecomr LTD T/A TwinScroll
    WS12 4SY, Staffordshire, United Kingdom
  • Alternatively, notices may be sent via email to [email protected].
• Legal notices will be deemed received:
  • By post: Five (5) Business Days after the date of posting if sent via recorded delivery.
  • By email: Upon receipt of a confirmation email reply from the Company.

13.5 Waiver of Class Actions

• To the extent permitted by law, any disputes must be resolved on an individual basis. You agree not to:
  • Join any claim with the claims of others in a class, consolidated, or representative proceeding.
  • Pursue any Dispute as a private attorney general or in any other representative capacity.

13.6 Injunctive Relief

• In addition to any other remedies available, the Company reserves the right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other rights under these Terms.

13.7 Statute of Limitations

• Any claim or cause of action You may have arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or it shall be permanently barred.

13.8 Severability

• If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law:
  • Such provision shall be modified to the extent necessary to make it valid and enforceable.
  • If modification is not possible, the invalid provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect.

13.9 No Third-Party Rights

• These Terms do not create any rights enforceable by any person or entity that is not a party to these Terms under the Contracts (Rights of Third Parties) Act 1999 or any similar legislation.

14. Changes to These Terms

14.1 Right to Modify

• The Company reserves the right to modify, update, or amend these Terms at any time and at its sole discretion. Modifications may be made to:
  • Reflect changes in the Services, applicable laws, or business practices.
  • Address additional risks, liabilities, or operational requirements.

14.2 Notification of Changes

• Material changes to these Terms will be communicated to Clients through one or more of the following methods:
  • Posting an updated version of the Terms on the Company’s Website.
  • Sending an email notification to the address associated with Your account.
  • Providing notice via other agreed communication channels.
• It is Your responsibility to ensure that the Company has up-to-date contact information and that You monitor the Website for updates.

14.3 Effective Date

• Changes to these Terms will take effect on the date specified in the notification or, if no date is specified, thirty (30) calendar days after the date of notification.
• If You do not agree to the updated Terms, You must cease using the Services and notify the Company in writing prior to the effective date of the changes.

14.4 Continued Use

• Your continued use of the Services after the effective date of any changes constitutes Your acceptance of the revised Terms.
• Any Services provided or agreements entered into before the effective date of updated Terms will continue to be governed by the Terms in effect at the time of service or agreement, unless explicitly stated otherwise.

14.5 Non-Material Changes

• Non-material changes, such as typographical corrections, clarifications, or updates that do not affect Your rights or obligations, may be made without prior notification. Such updates will be reflected in the version posted on the Website.

14.6 Access to Previous Versions

• Upon request, the Company will provide access to previous versions of these Terms for a period of one (1) year from the date of the last update.

14.7 Your Feedback

• The Company welcomes Client feedback on proposed changes to these Terms. Feedback can be submitted via email to [email protected], and while such feedback will be reviewed, it does not guarantee modifications to the proposed changes.

14.8 Disputes Regarding Changes

• If You dispute any changes to these Terms:
  • You must provide written notice to the Company before the changes take effect.
  • Continued use of the Services after notification of a dispute will constitute acceptance of the changes.

5. Contact and Support

15.1 Contacting the Company

• For any questions, concerns, or issues regarding these Terms or the Services, You may contact the Company through the following channels:
  • Email: [email protected]
  • Mail:
    Legal Department
    Ecomr LTD T/A TwinScroll
    WS12 4SY, Staffordshire, United Kingdom

15.2 Support Services

• Availability:

  • The Company provides support for Clients during standard business hours, Monday to Friday (excluding public holidays in the United Kingdom).
  • Support requests can be submitted via email or other official communication channels provided by the Company.

• Scope of Support:

  • Assistance is limited to issues directly related to the Services provided by the Company, such as:
    • Technical issues with hosted websites or integrated tools.
    • Queries regarding billing, subscriptions, or service renewals.
    • Guidance on using features or resolving common errors.
  • The Company does not provide support for:
    • Third-party tools or integrations not managed by the Company.
    • Issues caused by unauthorised modifications or third-party interventions.

• Response Times:

  • The Company aims to acknowledge support requests within one (1) Business Day and resolve standard issues within three (3) Business Days. Complex issues may require additional time, which will be communicated.

15.3 Reporting Issues

• To report issues with the Services:
  • Provide a detailed description of the issue, including screenshots or supporting documentation where applicable.
  • Ensure that all necessary information (e.g., account details, error messages) is included to expedite resolution.

15.4 Escalation of Issues

• If an issue cannot be resolved through standard support channels:
  • It may be escalated to senior technical staff or account managers for further investigation.
  • You will be informed of the escalation and any additional steps required.

15.5 Emergency Support

• For urgent issues affecting critical service availability (e.g., website downtime, major disruptions):
  • Emergency support requests can be flagged as “urgent” when submitted.
  • The Company will prioritise such requests and provide updates on resolution progress.

15.6 Client Cooperation

• Effective resolution of issues requires cooperation from You, including:
  • Providing timely responses to Company inquiries related to the issue.
  • Following instructions or troubleshooting steps provided by the support team.
  • Avoiding further changes or interventions that may complicate resolution efforts.

15.7 Communication Channels

• The Company may provide support via:
  • Email: Preferred for standard support requests and documentation.
  • WhatsApp: For quick updates or real-time communication, if agreed with the Client.
  • Phone: For complex or escalated issues, subject to availability.

15.8 Feedback and Suggestions

• The Company values Client feedback and suggestions for improving the Services. Feedback can be submitted via email or official communication channels.
• While feedback will be reviewed and considered, submission does not guarantee implementation.

15.9 Limitations

• The Company reserves the right to:
  • Limit the scope or frequency of support provided if excessive, unreasonable, or unrelated to the Services.
  • Decline support requests for issues outside the scope of these Terms.

16. Final Provisions

16.1 Entire Agreement

• These Terms, along with the Privacy Policy and any other agreements or policies explicitly referenced herein, constitute the entire agreement between You and the Company regarding the Services.
• They supersede all prior agreements, understandings, communications, or proposals, whether oral or written, related to the Services.

16.2 Assignment

• You may not assign or transfer Your rights or obligations under these Terms without the prior written consent of the Company.
• The Company may assign or transfer its rights or obligations under these Terms:
  • To an Affiliate or successor entity in connection with a merger, acquisition, corporate reorganisation, or sale of assets.
  • With prior notice to You, where required by law.

16.3 No Waiver

• The failure of either party to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Any waiver of a breach must be in writing and shall not operate as a waiver of any subsequent breach.

16.4 Severability

• If any provision of these Terms is found to be invalid, illegal, or unenforceable:
  • The provision shall be modified to the minimum extent necessary to make it valid and enforceable.
  • If modification is not possible, the invalid provision shall be severed, and the remaining provisions shall continue in full force and effect.

16.5 Survival

• The following sections shall survive termination or expiration of these Terms:
  • Intellectual Property
  • Confidentiality
  • Limitation of Liability
  • Indemnification
  • Governing Law and Jurisdiction
  • Dispute Resolution

16.6 Third-Party Beneficiaries

• These Terms do not confer any rights or benefits on any third parties, except as explicitly stated.

16.7 Independent Contractors

• You and the Company are independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties.

16.8 Force and Effect

• The headings used in these Terms are for convenience only and shall not affect their interpretation or enforceability.
• Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

16.9 Notices

• Any notices required or permitted under these Terms must be sent to the contact details specified in the “Contact and Support” section.
• Notices sent by the Company to You shall be deemed received when:
  • Delivered to the email address associated with Your account.
  • Posted on the Website, where applicable.

16.10 Language

• These Terms are written in English. Any translations are provided for convenience only. In case of discrepancies, the English version shall prevail.