Social Gravity Terms of Service

These Terms & Conditions (“Terms”) govern the supply of services by Social Gravity (“Social Gravity”, “we”, “us”, “our”) to the client (“Client”, “you”, “your”). By engaging our services — including by signing or accepting a proposal, confirming by email, or paying an invoice — you agree to be bound by these Terms.

Company details: Registered name: Social Gravity Ltd · Company/registration no.: 678586 · Registered address: Unit 13c, Block 13, Blanchardstown Corporate Park 1, Ballycoolin, Dublin 15, D15 KV70, Co. Dublin · VAT no.: IE3723284EH · Contact: [email protected]

1. Definitions

Services — any service we agree to provide, including Google Ads / paid media, Meta (Facebook/Instagram) advertising, SEO, AI search / generative engine optimisation (“GEO”), website design and development, website hosting, website security and maintenance, content creation, and ongoing account management.

Proposal / Order — the document, quotation, or written communication describing the specific services, deliverables, and fees agreed with you. Where a Proposal and these Terms conflict, these Terms prevail unless the Proposal expressly states otherwise and is signed by a director of Social Gravity.

Retainer — a recurring (usually monthly) fee for ongoing services.

Third-Party Platforms / Materials — any software, service, platform, API, theme, plugin, template, framework, hosting infrastructure, library, font, stock asset, or tool not created or owned by Social Gravity, including but not limited to Google, Meta, WordPress, ThemeForest and other theme/plugin marketplaces, page builders, analytics tools, and payment providers.

Deliverable — any output produced under the Services (e.g. a website, ad campaign, or report).

2. Engagement & Scope

2.1. We will provide only the Services expressly set out in the applicable Proposal. Anything not listed is out of scope and, if requested, will be quoted and charged separately.

2.2. Fees, inclusions, and exclusions in a Proposal apply only to the specific engagement described. Bundling a service into a Retainer (for example, a website within a monthly management fee) does not create any obligation to repeat, replace, rebuild, or reperform that work, whether once or on an ongoing basis, except where a Proposal expressly and specifically says so.

2.3. Any change to the scope, timeline, or deliverables must be agreed in writing and may affect fees and timelines.

2.4. Verbal representations, marketing statements, or general assurances (including phrases such as “we take care of your website”) do not form part of the contract and are superseded by these Terms and the Proposal.

2.5. Business customers only. Our Services are supplied to businesses for purposes relating to their trade, business, craft, or profession. By engaging us you confirm you are acting as a business and not as a consumer. Consumer protection rights — including any statutory cancellation or “cooling-off” period under the Irish Consumer Rights Act 2022, the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013, the UK Consumer Rights Act 2015 and Consumer Contracts Regulations 2013, applicable US federal or state consumer protection laws, or applicable Canadian federal or provincial consumer protection legislation — do not apply to this engagement, and you waive any such rights to the extent permitted by law in your jurisdiction.

3. Client Responsibilities

You agree to:

3.1. Provide timely, accurate content, access, approvals, brand assets, and information we reasonably require.

3.2. Hold and maintain your own accounts for Third-Party Platforms where required (e.g. Google Ads, Meta Business, Google Analytics, domain registrar), and grant us the access needed to perform the Services.

3.3. Ensure you hold all rights and licences to any material you supply, and that it does not infringe any third party’s rights or breach any law. You indemnify us against claims arising from material you supply.

3.4. Fund all advertising spend, platform fees, licence fees, domain renewals, and third-party subscriptions directly, or reimburse us where we advance them on your behalf.

3.5. Maintain your own independent backups of any business-critical data and assets.

3.6. Respond to requests for approval or information within a reasonable time. Delays caused by you may extend timelines and do not entitle you to any refund or fee reduction.

3.7. Regulatory and licensing warranties. You warrant that you hold all registrations, licences, certifications, and insurances required by law to carry out and to advertise the services you offer (including, where applicable, registrations such as RGII/Gas Networks Ireland, Safe Electric, C&IRI, or equivalent trade bodies), and that all claims, offers, testimonials, pricing, and content you ask us to publish or promote are accurate, lawful, and not misleading. You are solely responsible for the legality of what you advertise.

3.8. Your own legal compliance. You are responsible for the legal, data-protection, and GDPR compliance of your own website, business, and the data you control — including your privacy policy, cookie consent, terms of use, accessibility obligations (including the European Accessibility Act 2025 where it applies to you), and any sector-specific advertising rules — unless a specific compliance service is expressly included in your Proposal. We are not responsible or liable for any non-compliance, fine, penalty, claim, or loss arising from your own website, business, or data.

3.9. Payment authority. Where Services are billed on a recurring basis, you authorise us to collect fees by direct debit mandate (e.g. GoCardless) and agree to keep a valid payment method on file for the duration of the engagement.

3.10. Content approval, proofreading & accuracy. You are responsible for reviewing, proofreading, and approving all copy, messaging, adverts, creative, landing pages, emails, offers, pricing, and social content before it is published or goes live. You know your business, market, pricing, claims, and legal and regulatory environment; we do not, and we rely on you to verify that all content is accurate, truthful, suitable, and lawful. Approval may be given expressly, or is deemed given where you instruct us to publish, sign off a draft, or do not raise written objection before a scheduled go-live. Once content is published or approved, you are responsible for it and its consequences, and we are not liable, legally or financially, for any loss — including lost business, sales, leads, revenue, or reputation — arising from any error, omission, inaccuracy, claim, pricing, or messaging in content you approved or instructed us to publish.

4. Third-Party Platforms & Materials (Important)

4.1. The Services depend on Third-Party Platforms and Materials that are outside our ownership and control. We integrate, configure, and use them but we do not warrant them and are not responsible for them.

4.2. We are not liable for any loss, disruption, failure, or additional cost arising from Third-Party Platforms or Materials, including (without limitation): changes to their features, pricing, terms, algorithms, or policies; suspension, banning, throttling, or closure of your accounts; outages, downtime, or data loss; security vulnerabilities, exploits, or breaches; deprecation, abandonment, or end-of-life of any theme, plugin, template, framework, or software; breaking changes or incompatibilities introduced by updates; or discontinuation of any tool we relied upon.

4.3. Where a theme, plugin, or other component we used ceases to be supported, updated, or maintained by its developer, or otherwise fails, malfunctions, or becomes insecure for reasons outside our reasonable control, any resulting remedial work, migration, replacement, or rebuild is out of scope and will be quoted and charged separately. It is not covered by any build fee, hosting fee, maintenance fee, or Retainer.

4.4. Your contractual and licensing relationship with any Third-Party Platform is between you and that provider. Any contract between Social Gravity and its own suppliers is separate and confers no rights or obligations toward you.

5. Advertising & Paid Media (Google Ads, Meta, PPC)

5.1. We manage campaigns using reasonable skill and care but do not guarantee any specific result, including impressions, clicks, leads, conversions, cost-per-lead, cost-per-acquisition, return on ad spend, ranking, or revenue. Advertising outcomes depend on factors outside our control (competition, market conditions, seasonality, your website, your sales process, platform algorithms, and pricing).

5.2. You are responsible for all ad spend. We are not liable for platform charges, billing errors by platforms, click fraud, invalid traffic, or account suspensions/bans imposed by the platform.

5.3. Management fees are for the service of managing campaigns and are payable regardless of campaign performance.

5.4. You retain ownership of your ad accounts. On termination, campaign structures and assets built within your accounts remain accessible to you; proprietary templates, scripts, or tools developed by us remain our property.

6. SEO & AI Search / GEO

6.1. SEO and AI-search/GEO work improves the likelihood of visibility over time but rankings and inclusion are determined by third-party search engines and AI systems. We do not guarantee any ranking, position, traffic volume, indexing, inclusion in AI-generated answers, or lead outcome.

6.2. Search engines and AI platforms change algorithms without notice, which may increase or decrease visibility irrespective of our work. We are not liable for such fluctuations, manual actions, penalties (except where directly and solely caused by our proven negligence), or deindexing.

6.3. SEO/GEO is a long-term, cumulative service. No refund is due for lack of ranking movement within any period.

7. Website Design & Development

7.1. A website build is a one-time deliverable completed to the specification in the Proposal. Completion is reached on delivery/launch or on your approval, whichever is earlier. Approval is deemed given if you do not raise specific written revision requests within 7 days of us notifying you the site is ready.

7.2. Completing a build creates no obligation to rebuild, redevelop, redesign, or recreate the website at any future time, whether the website later breaks, becomes outdated, is compromised, or fails for any reason. Any future build or rebuild is a new, separately quoted engagement.

7.3. Included revisions are limited to those stated in the Proposal. Additional revisions or new functionality are chargeable.

7.4. Websites have a finite useful life. Technology, browsers, platforms, and third-party components evolve, and a website that functions at launch may require future paid work to remain current. Such work is not included in the build fee.

8. Website Hosting

8.1. Where we provide hosting, we provide it on a reasonable-efforts basis. We do not guarantee uninterrupted, error-free, or uninterruptible availability, and we provide no uptime SLA unless a specific SLA is agreed in writing and separately priced.

8.2. Hosting covers provision of server infrastructure only. It does not include development, maintenance, security remediation, updates, backups (unless expressly stated), or rebuilds.

8.3. We are not liable for downtime, data loss, or damage caused by upstream providers, cyber-attacks, force majeure, your own actions, or Third-Party Materials. You are responsible for keeping your own backups.

8.4. On termination or non-payment, we may suspend or cease hosting. See Sections 12 and 13.

9. Website Security & Maintenance

9.1. Where security and/or maintenance is included, it consists of the specific tasks listed in the Proposal (e.g. applying available updates, reasonable security measures) performed on a best-efforts basis. It is not a guarantee that the website will remain secure, functional, error-free, uncompromised, or immune from hacking, malware, or failure.

9.2. No security or maintenance service — ours or anyone’s — can prevent all attacks, breaches, or failures. Even with all reasonable measures in place, websites can be hacked or can break due to Third-Party Materials, zero-day vulnerabilities, or end-of-life components. We do not warrant against, and are not liable for, such events.

9.3. Where a website is compromised or fails, restoration, cleanup, redevelopment, or rebuild beyond routine maintenance is out of scope and separately chargeable, unless the event was directly and solely caused by our proven negligence in performing an included, specified maintenance task.

9.4. Maintenance does not include keeping abandoned or end-of-life Third-Party Materials functional, which is impossible where the developer has ceased support (see Section 4).

10. Intellectual Property & Website Ownership

10.1. All intellectual property in our methods, systems, templates, proprietary code, tools, and pre-existing materials remains ours at all times.

10.2. Custom deliverables we create specifically for you (e.g. bespoke design and content) transfer to you as set out in 10.4, only upon full payment of all sums due.

10.3. Third-Party Materials incorporated into a Deliverable (themes, plugins, fonts, stock assets, frameworks) remain subject to their own licences. We do not transfer ownership of Third-Party Materials; you receive only the licence granted by the relevant third party.

10.4. Upon full and final payment of all invoices relating to a Deliverable, we assign to you the intellectual property rights in the bespoke elements we created for that Deliverable. Until full payment is received, all rights, title, and interest in the work — including any website, design, and content we produce — remain the property of Social Gravity, and we may withhold transfer, files, and access, and/or suspend or remove the work.

10.5. You retain ownership of content, logos, and materials you supply, your domain name, and your own platform accounts.

10.6. Portfolio and marketing rights. You grant us a non-exclusive, royalty-free, perpetual licence to reference your name and logo, and to display, describe, and reproduce work we produced for you (including screenshots, results, and case studies) in our portfolio, website, proposals, and marketing, unless you request otherwise in writing. We will not disclose information you have identified in writing as confidential.

10.7. AI-generated and automated content. Some Deliverables may be produced or assisted using artificial-intelligence tools. We do not warrant that such output is unique, original, or free from third-party rights, and rights in AI-generated material may be limited or unavailable under applicable law. You are responsible for reviewing and approving all content before publication and for its accuracy and fitness for your purpose.

11. Fees & Payment

11.1. Fees are as stated in the Proposal and are exclusive of VAT, which is added at the prevailing rate.

11.2. Retainers are billed monthly in advance and collected by direct debit (e.g. GoCardless). One-off fees (e.g. builds) are billed as stated in the Proposal, and may require a deposit before work begins.

11.3. All invoices are payable within 7 days of the invoice date unless otherwise agreed.

11.4. Late or failed payments: we reserve the right to charge interest and reasonable recovery costs on overdue amounts in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (or equivalent late-payment or commercial-debt legislation applicable in your jurisdiction), and to suspend Services, hosting, and access until all sums are paid. Suspension does not relieve you of payment obligations.

11.5. Advertising spend and third-party costs are your responsibility and are additional to our fees.

11.6. Fees are non-refundable except where required by law. Work performed and costs incurred up to termination remain payable.

11.7. We may review and adjust recurring fees on 30 days’ written notice.

11.8. No set-off. You must pay all sums due in full without deduction, withholding, set-off, or counterclaim. A dispute over one invoice or item does not entitle you to withhold payment of any other undisputed amount.

12. Term, Notice & Termination

12.1. Unless otherwise stated, engagements are month-to-month and continue until terminated.

12.2. Either party may terminate on 30 days’ written notice. Notice takes effect from the date of written receipt; the Services and the corresponding fees continue through the full notice period.

12.3. We may terminate or suspend immediately if you: fail to pay when due; breach these Terms; or act unlawfully, abusively, or in a way that risks our reputation or systems.

12.4. On termination, all outstanding sums (including for the notice period and any work performed or costs incurred) become immediately due.

13. Offboarding, Handover & Migration

13.1. On termination, provided your account is fully paid and up to date, we will hand over assets that belong to you: your domain, your platform accounts (Google Ads, Meta, Analytics), and any bespoke Deliverables for which payment has been made in full.

13.2. Migration, exporting, transfer of files, and offboarding assistance is a chargeable service. A reasonable handover/migration fee applies and will be quoted at the time, save where a Proposal states otherwise.

13.3. We are not obliged to transfer, and may withhold, any Deliverable or component for which payment has not been made in full (see Section 10.4), and we are not obliged to transfer proprietary tools, templates, or Third-Party Materials that are not licensed to you.

13.4. After termination we may delete your data and cease hosting following a reasonable period. You are responsible for retrieving your data before your access ends.

14. Warranties & Disclaimers

14.1. We warrant that we will perform the Services with reasonable skill and care.

14.2. Except as expressly stated, the Services and Deliverables are provided “as is” and “as available”, and we disclaim all other warranties, express or implied, including fitness for a particular purpose, merchantability, uninterrupted availability, and any guarantee of commercial results, leads, revenue, rankings, or performance.

14.3. We do not warrant that any Deliverable will be error-free, permanently functional, or free from vulnerabilities, or that Third-Party Platforms will remain available or compatible.

15. Limitation of Liability

15.1. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded (e.g. death or personal injury caused by our negligence, or fraud).

15.2. Subject to 15.1, we are not liable for any indirect, incidental, special, or consequential loss, or for loss of profit, revenue, business, goodwill, data, anticipated savings, or lost opportunity, however arising.

15.3. Subject to 15.1, our total aggregate liability to you arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, is limited to the total fees (excluding VAT and ad spend) actually paid by you to us for the specific Service giving rise to the claim in the three (3) months immediately preceding the event giving rise to the claim.

15.4. We are not liable for any loss arising from Third-Party Platforms or Materials, your own acts or omissions, content you supplied, or your failure to maintain independent backups.

15.5. Any claim must be brought within six (6) months of the event giving rise to it.

15.6. Marketing and traffic outcomes. For the avoidance of doubt, and subject to 15.1, we are not liable, legally or financially, for any loss of business, sales, revenue, leads, customers, profit, or reputation arising from: any marketing, advertising, paid media, SEO, GEO, content, or website work we perform; any increase, decrease, or loss of traffic, rankings, visibility, indexing, or inclusion in search engine or AI-generated results; or any copy, messaging, or content you approved or instructed us to publish. Marketing and search outcomes depend on many factors outside our control, and you accept this commercial risk.

16. Indemnity

You indemnify and hold us harmless against all claims, losses, costs, and liabilities arising from: content or materials you supply; your breach of these Terms or of any Third-Party Platform’s terms; your products, services, or business conduct; any infringement of third-party rights by material you provided; and any breach by you of Section 3.7 (regulatory and licensing warranties).

17. Confidentiality & Non-Solicitation

17.1. Each party will keep the other’s confidential information private and use it only to perform or receive the Services.

17.2. During the engagement and for 12 months afterward, you agree not to directly solicit or employ any Social Gravity staff or contractor involved in your account, except by written agreement. If you do, you agree to pay a reasonable recruitment fee equal to 30% of that individual’s projected first-year gross remuneration.

18. Data Protection

18.1. Both parties will comply with all data protection and privacy laws applicable to them and to the Client’s data, including (as applicable) the EU General Data Protection Regulation (GDPR), the Irish Data Protection Act 2018, the UK GDPR and UK Data Protection Act 2018, US federal and state privacy laws (such as the California Consumer Privacy Act / CPRA and equivalent state laws), and Canadian federal and provincial privacy laws (such as PIPEDA and Quebec’s Law 25).

18.2. Where we process personal data on your behalf (for example, customer enquiries, lead data, or advertising audiences), you are the data controller / business and we act as your data processor / service provider. We process such data only on your documented instructions and apply appropriate technical and organisational measures. A separate Data Processing Agreement (“DPA”) forms part of these Terms and applies to all such processing; where no separate DPA has been signed, this Section 18 governs until one is executed.

18.3. You warrant that you have a lawful basis and any required consents or notices for the personal data you provide to us or ask us to process, and for any marketing you ask us to carry out, under the laws applicable to you.

18.4. Sub-processors and international transfers. You authorise us to engage sub-processors and Third-Party Platforms (including Google, Meta, and other providers) to deliver the Services, some of which may process data outside your jurisdiction (including outside the EEA, UK, US, or Canada) under appropriate safeguards (such as Standard Contractual Clauses, an adequacy decision, or an equivalent transfer mechanism). Your use of those platforms is also subject to their own data terms.

18.5. Each party will notify the other without undue delay of any personal data breach affecting the other’s data and cooperate reasonably in meeting its legal obligations.

19. Force Majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including outages of Third-Party Platforms, cyber-attacks, internet or hosting failures, changes in law or platform policy, acts of God, or supplier failure.

20. Relationship of the Parties

20.1. Independent contractor. We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties, and neither party may bind the other or incur liability on the other’s behalf.

20.2. Subcontracting. We may perform the Services ourselves or through employees, freelancers, agencies, or subcontractors of our choosing. We remain responsible for the Services delivered under these Terms.

21. General

21.1. Entire agreement. These Terms and the applicable Proposal form the entire agreement and supersede all prior discussions, representations, and understandings.

21.2. Variation. We may update these Terms from time to time; the version published on our website at the time Services are provided applies. Material changes to an active engagement take effect on 30 days’ notice.

21.3. Severability. If any provision is found unenforceable, the remainder continues in full effect.

21.4. No waiver. Failure to enforce any provision is not a waiver of it.

21.5. Assignment. You may not assign the contract without our written consent. We may assign or transfer these Terms to a successor or group company on written notice.

21.6. Third parties. No one other than the parties has any rights under this agreement.

21.7. Notices. Notices must be in writing and are validly given by email to the address each party uses for the account (for us, [email protected]), or by post to a party’s registered address. Email notice is deemed received on the next business day.

21.8. Dispute resolution. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by discussion between senior representatives and, failing that, may agree to mediation. This does not prevent either party from seeking urgent injunctive relief or recovering an undisputed debt.

21.9. Survival. Sections that by their nature should survive termination — including 10 (IP), 11 (accrued fees), 14 (disclaimers), 15 (liability), 16 (indemnity), 17 (confidentiality & non-solicitation), and 18 (data protection) — continue in effect after these Terms end.

21.10. Governing law & jurisdiction. These Terms are governed by the laws of Ireland, and the parties submit to the exclusive jurisdiction of the Irish courts. This choice of law and jurisdiction applies to all Clients, wherever located, including in the United Kingdom, United States, and Canada. Nothing in this clause deprives you of the protection of any mandatory laws of your own country or state that cannot be excluded by agreement, and where such mandatory laws apply, they apply only to the minimum extent required by law.

22. Contact

Questions about these Terms: [email protected] · Social Gravity Ltd, Unit 13c, Block 13, Blanchardstown Corporate Park 1, Ballycoolin, Dublin 15, D15 KV70.