Marketing Agreement

This Marketing Agreement (the “Agreement”) is entered into and made practical as of the specified date by and between Topfed Inc., a company specializing in providing professional marketing services (“Service Provider” or “SP”), and the individual or entity agreeing to the terms and conditions outlined in this Agreement (“Client”).

This Agreement outlines both parties' roles, responsibilities, and obligations to ensure a clear and mutual understanding of the scope of work, deliverables, and expectations related to the marketing services provided by the Service Provider to the Client.

Services

As of the effective date, SP agrees to provide comprehensive marketing services to the Client, including delivering high-quality leads within the agreed-upon territory. These services will align with the Client’s specific requirements and objectives, ensuring that all deliverables meet the agreed standards and timelines.

SP will also provide periodic updates and reports to the Client to ensure transparency and effective collaboration throughout the agreement.

Term

The initial term of this Agreement shall be 90 calendar days from the effective date unless both parties specify otherwise in writing. Upon the conclusion of the initial term, this Agreement will automatically renew on a month-to-month basis, ensuring continuity of services unless terminated by either party.

Either party may terminate this Agreement at any time with immediate effect by providing written notice to the other party. This allows flexibility for both parties to reassess their commitments and operational needs as necessary.

Payments

The Client agrees to pay the fees outlined in the ExpertsManchester invoice in consideration for marketing services, which include placement in relevant categories and any additional services agreed upon between the Client and SP. Payments are to be made monthly, beginning from the effective date specified in the agreement.

• To cancel services and request a refund for that month's services, the Client must notify SP no later than five days before the payment date.
• Failure to provide this notice will result in the payment being processed and services continuing for that month.
• The Client authorizes SP to process payments using the provided payment method, which may include credit/debit cards or other approved forms of payment.

The Client understands their responsibility to ensure the payment method remains valid and current.

Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed in connection with this Agreement. Confidential information includes, but is not limited to, client details, pricing structures, strategies, lead data, trade secrets, and any other information designated as confidential by the disclosing party.

The receiving party agrees not to disclose, reproduce, or use this information for purposes outside the scope of this Agreement without prior written consent from the disclosing party. Also, both parties will take all reasonable measures to protect the confidentiality of such information, including limiting access to employees or third parties who need to know it to perform this Agreement.

This obligation of confidentiality will survive the termination of this Agreement for three years or as otherwise stipulated by applicable law.

Limitations on Lead Sharing

Leads generated through ExpertsManchester’s services are intended strictly for the Client’s exclusive use and are provided solely to support the Client’s business operations. The Client shall not distribute, share, or sell these leads to any third parties outside their organization, including affiliates, partners, or other external entities.

Any unauthorized sharing or misusing of leads may result in the termination of services and potential legal action. This ensures the integrity and intended purpose of the leads provided by ExpertsManchester.

Disclaimer and Limitation of Liability

SP does not guarantee the volume, quality, or success of the leads generated through its services. While SP strives to provide practical tools and strategies, the results may vary depending on external factors beyond SP's control, such as market conditions, consumer behavior, or the Client's business practices.

All express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are expressly disclaimed. SP shall not be held responsible for any indirect, incidental, or consequential damages arising from the use of its services.

Under any circumstances, the maximum liability of SP shall not exceed the total fees paid by the Client for the services within the 12 months immediately preceding the claim. This limitation of liability is an essential term of the agreement and reflects the allocation of risk between the parties.

Termination

Either party may terminate this Agreement at any time by providing written notice to the other party. The notice should clearly state the intention to terminate and specify the effective date.

After termination, all outstanding payments for services rendered up to the termination date will be due and must be settled within the agreed payment terms. Both parties are encouraged to resolve exceptional obligations in good faith to ensure the Agreement is reached smoothly.

Governing Law

This Agreement shall be governed by and construed by the laws of the United Kingdom without regard to its conflict of law principles. Any disputes, claims, or controversies arising under or in connection with this Agreement, including its interpretation, performance, or enforcement, shall be subject to the exclusive jurisdiction of the courts located in Manchester.

The parties hereby irrevocably submit to the jurisdiction of these courts and waive any objection to the venue or inconvenient forum.

Miscellaneous

This Agreement is the complete understanding between the parties regarding the subject matter. It supersedes all prior discussions, agreements, or understandings, whether written or oral.

To be considered valid and enforceable, any modifications or amendments to this Agreement must be in writing and duly signed by both parties. This ensures clarity and mutual consent for any changes to the terms outlined in this Agreement.

For inquiries, please contact: info@expertsmanchester.co.uk