Terms and Conditions of Services.

These Terms and Conditions govern the provision of services by BEDIGITAL LAB LTD, company number 13664567, registered office at 3rd Floor 43 Upper Grosvenor Street, London, England, W1K 2NJ, United Kingdom, email contact@bedigital-lab.com (“BEDIGITAL LAB”, “BE/DIGITAL LAB”, “we”, “us” or “our”).

Unless expressly agreed otherwise in writing, our services are provided to persons acting for purposes relating to their trade, business, craft or profession. By commissioning services, the Client confirms that it is acting as a business customer and not as a consumer.

We may provide services including, without limitation:

• /business and growth strategy;
• /market research and competitive intelligence;
• /international expansion and business development;
• /pricing and positioning;
• /websites and digital platforms;
• /CRM implementation;
• /AI integration and automation;
• /analytics and business tool integration;
• /digital process optimisation;
• /lead generation and lead qualification;
• /acquisition and sales strategy;
• /SEO and content strategy;
• /campaign management and conversion optimisation;
• /corporate and online reputation support;
• /brand monitoring and search visibility;
• /outsourcing and operational support;
• /sales support and customer support;
• /back-office and data management;
• /market entry and partner search;
• /supplier sourcing and procurement support;
• /project coordination and international representation;
• /sales, AI, CRM, leadership and customer-service training.

The exact scope, deliverables, timetable and fees shall be determined by the relevant quotation, proposal, statement of work, order form, invoice or written agreement.

A contract may be formed when:

• /we accept a Client’s written order;
• /the Client accepts our quotation or proposal;
• /the Client signs a service agreement, order form or statement of work;
• /the Client makes payment following an invoice or payment request; or
• /the parties otherwise expressly agree in writing that services should commence.

Quotations and proposals may be withdrawn or amended before acceptance unless expressly stated otherwise.

The Client must provide accurate, complete and timely information, access, materials, approvals and instructions reasonably required for performance of the services. BEDIGITAL LAB shall not be responsible for delays, errors or losses caused by inaccurate, incomplete or late information or by a failure to cooperate.

Any strategy, analysis, roadmap, recommendation, market research, business-development plan or advisory output is prepared using information available at the time. The Client remains responsible for its business decisions and for assessing whether recommendations are suitable for its own circumstances.

Where services include websites, software, CRM implementation, AI integration, automation, analytics or technical integrations, the Client shall provide all required access credentials, licences and permissions. Third-party software, APIs and platforms may be subject to their own terms, pricing, availability, security controls and technical limitations.

Unless expressly agreed otherwise, we do not guarantee uninterrupted operation, compatibility with all third-party systems, indefinite availability of third-party APIs, or the absence of changes made by external providers.

Where services include lead generation, acquisition strategy, SEO, content strategy, campaign management, sales automation or conversion optimisation, the Client remains responsible for ensuring that its products, services, sales practices and advertising claims are lawful and accurate.

A “Lead” means a contact, prospect, enquiry or business opportunity generated, identified, sourced or transmitted in accordance with agreed campaign criteria. BEDIGITAL LAB does not guarantee that a Lead will respond, qualify, convert, purchase, enter into an agreement or generate any particular revenue.

Unless expressly agreed otherwise, a Lead is not invalid merely because it does not result in a sale. Any replacement, rejection or validation rules must be agreed in writing.

Each party shall comply with applicable privacy and data protection law, including where applicable:

• /the UK GDPR;
• /the Data Protection Act 2018;
• /the Privacy and Electronic Communications Regulations 2003 (PECR);
• /any legislation amending or replacing them.

Where one party provides personal data to the other, that party represents that it has a lawful basis to do so and has provided any transparency information required by law. Where required, the parties shall enter into an appropriate data processing or data sharing agreement.

The Client is independently responsible for its downstream use of leads and contact information, including telephone, email, SMS, direct messaging, profiling, remarketing and onward sharing.

Where services include reputation monitoring, online reputation, executive presence, search visibility or crisis support, BEDIGITAL LAB does not guarantee removal of third-party content, specific search-engine rankings, publication outcomes, media coverage or any particular change in public sentiment. We will not knowingly carry out unlawful, deceptive or defamatory practices.

Training programmes may be delivered remotely or onsite and may be customised for the Client. Training materials are provided for internal educational purposes only unless otherwise agreed. Attendance or completion does not guarantee any particular commercial, employment or performance outcome.

Our services may involve advertising platforms, social networks, CRM providers, cloud services, analytics providers, hosting providers, AI providers, communications tools, payment providers and other third-party technologies. BEDIGITAL LAB is not responsible for independent third-party decisions, outages, restrictions, suspensions, policy changes, pricing changes, algorithm changes or API changes.

Unless expressly included in our fees, advertising spend, media spend, software subscriptions, licences, data costs, travel, hosting and other third-party costs are payable separately by the Client.

Fees shall be those stated in the applicable quotation, proposal, invoice, order or service agreement. Unless otherwise agreed, invoices are payable by the due date shown on the invoice. Payments shall be made without set-off, deduction or counterclaim. Bank, payment-provider and currency-conversion fees are payable by the Client. VAT shall be added where legally applicable.

We reserve the right to charge interest and recover applicable collection costs on overdue B2B invoices to the extent permitted by law. We may suspend services while undisputed amounts remain overdue.

Work outside the agreed scope may be charged separately. Significant amendments, new campaigns, new markets, additional integrations, revised specifications or additional deliverables may require a revised quotation, statement of work or invoice.

Each party shall keep confidential all non-public commercial, strategic, financial and technical information received from the other and shall use such information only for the relevant engagement, except where disclosure is required by law or regulation.

Unless expressly agreed in writing, BEDIGITAL LAB may provide services to other clients, including businesses in similar or competing sectors, provided that confidentiality obligations are respected.

BEDIGITAL LAB will provide services with reasonable care and skill. However, we do not warrant or guarantee particular sales volumes, leads, conversion rates, revenue, profit, rankings, reputation outcomes, cost savings, return on investment, platform availability or any other specific commercial result. Forecasts and projections are estimates only.

We may suspend services where invoices are overdue, information or access is not provided, continued performance may violate applicable law, the Client requests unlawful or misleading activity, a third-party platform suspends relevant access, or the Client materially breaches the agreement.

Either party may terminate an ongoing engagement in accordance with any notice period stated in the relevant agreement, proposal or order. We may terminate immediately for material breach, illegal or fraudulent activity, material payment default, insolvency, or an instruction that would expose us to material legal or regulatory risk. Termination does not affect accrued rights and obligations.

Fees for work already performed, committed resources, non-cancellable third-party expenditure, advertising spend and other costs properly incurred remain payable. Prepaid amounts attributable to work already performed or committed are non-refundable.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded. Subject to the foregoing, BEDIGITAL LAB shall not be liable for loss of profit, revenue, anticipated savings, business, opportunity, goodwill, indirect loss, consequential loss or losses arising from independent third-party platform decisions.

To the maximum extent permitted by law, BEDIGITAL LAB’s aggregate liability arising out of or in connection with an engagement shall not exceed the total fees actually paid to BEDIGITAL LAB by the Client for the specific services giving rise to the claim during the six months preceding the event giving rise to liability, or, for a one-off engagement, the fees paid for that engagement.

The Client shall indemnify BEDIGITAL LAB against reasonable losses, liabilities and third-party claims arising from unlawful products or services offered by the Client, misleading or infringing materials supplied by the Client, unlawful use of personal data or Leads by the Client, or instructions from the Client that breach applicable law. This clause does not apply to the extent the relevant loss was caused by BEDIGITAL LAB’s own breach of law or contract.

Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including failures of telecommunications, cloud or hosting providers, third-party platforms, utilities, internet infrastructure, government measures, industrial disputes, war, civil disturbance or natural disasters.

Notices to BEDIGITAL LAB may be sent to contact@bedigital-lab.com unless another notice address is agreed in writing.

The Client may not transfer its contractual rights or obligations without our prior written consent. BEDIGITAL LAB may use employees, contractors, affiliates and specialist service providers to perform all or part of the services.

These Terms together with the applicable proposal, order, quotation, statement of work or agreement constitute the entire agreement regarding the relevant services. A specifically negotiated written agreement or statement of work prevails over these general Terms to the extent of any conflict.

If any provision is held invalid or unenforceable, the remaining provisions continue in effect.

Failure to exercise a contractual right does not constitute a waiver of that right.

Unless expressly stated otherwise, no person other than the parties shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

These Terms and any contractual or non-contractual dispute arising from them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, except where mandatory applicable law provides otherwise.