NUPUSH LTD

TERMS AND CONDITIONS – SALE OF SERVICES

Effective Date: JULY 2026

Nupush Ltd
Company registered in England and Wales: No. 14468868
Registered Office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ

1. BACKGROUND

1.1

These Terms and Conditions govern the basis on which Nupush Ltd (“the Seller”) provides digital marketing, website, e-commerce and related services to its clients (“the Buyer”) in exchange for the agreed fees.

1.2

By instructing, engaging or continuing to use the Services of the Seller, the Buyer agrees to be bound by these Terms and Conditions.

1.3

These Terms and Conditions, together with the agreed Scope of Work, proposal, quotation, service package, written correspondence and any applicable Data Processing Agreement, form the agreement between the Parties (“the Agreement”).

1.4

The Seller does not ordinarily require Buyers to enter into long fixed-term service contracts unless expressly agreed otherwise in writing.

The relationship is intended to continue for so long as the Parties consider the Services appropriate and valuable, subject to the termination provisions in these Terms.

2. DEFINITIONS

For the purposes of these Terms:

“Buyer” means the individual, company, charity, trust, organisation or other entity purchasing Services from the Seller.

“Seller” means Nupush Ltd, registered in England and Wales.

“Services” means digital marketing and related professional services, including but not limited to:

  • search engine optimisation (“SEO”);

  • geographic, generative and AI search optimisation (“GEO”);

  • website design and development;

  • website maintenance and optimisation;

  • Shopify and e-commerce development and management;

  • conversion rate optimisation;

  • email marketing;

  • Google Ads and paid media management;

  • landing pages;

  • analytics and reporting;

  • CRM support;

  • content marketing;

  • product and collection optimisation;

  • international e-commerce optimisation;

  • social media marketing; and

  • consultancy and strategic support.

“Scope of Work” or “SOW” means any proposal, quotation, service package, statement of work, email correspondence or other written communication setting out the Services, deliverables, priorities, timescales and/or fees agreed between the Parties.

“Confirmation of Acceptance” means written confirmation, including by email, that the Seller has agreed to provide Services to the Buyer.

“Third-Party Services” means any service, platform, software, hosting provider, application, plugin, API, search engine, AI platform, email platform, social network or other third-party system used in connection with the Services.

“Parties” means the Buyer and Seller together.

3. SERVICES

3.1

The Seller shall provide the agreed Services using reasonable care and skill.

3.2

The specific Services, priorities, deliverables and fees shall be those agreed in the applicable Scope of Work or other written agreement between the Parties.

3.3

Time shall not be of the essence in the performance of the Services unless expressly agreed otherwise in writing.

The Seller will make reasonable efforts to meet agreed or estimated timescales.

3.4

The Buyer acknowledges that digital marketing, website development, SEO, e-commerce and related Services frequently require adjustment in response to:

  • technical conditions;

  • available data;

  • Buyer priorities;

  • performance;

  • third-party platform changes;

  • search engine updates;

  • commercial opportunities; and

  • other circumstances outside the Seller's reasonable control.

3.5

The Seller may reasonably adjust the order, method or priority of agreed activities where it considers this necessary to achieve the objectives of the Services, provided that the overall agreed scope is not materially reduced without agreement.

3.6

Any work outside the agreed Scope of Work may be treated as additional work and charged separately where agreed with the Buyer.

4. ORDER AND ACCEPTANCE

4.1

A binding Agreement may be formed when the Seller accepts an instruction from the Buyer in writing.

Such written acceptance may include:

  • acceptance of a proposal;

  • acceptance of a quotation;

  • acceptance of a service package;

  • a signed agreement;

  • an email instruction;

  • an email confirming agreement to proceed; or

  • another written form of acceptance agreed between the Parties.

4.2

Electronic correspondence, including email, shall constitute written communication for the purposes of these Terms.

4.3

The Agreement applies only to Services agreed between the Parties.

4.4

Commencement of work by the Seller following a clear instruction from the Buyer may also constitute acceptance of the agreed Scope of Work.

5. FEES AND PAYMENT

5.1

Fees shall be as stated in the applicable quotation, Scope of Work, service package, written correspondence or invoice.

5.2

Unless stated otherwise, all fees are exclusive of VAT where VAT is applicable.

5.3

Invoices are payable within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing.

5.4

If payment is not received by the due date, the Seller may:

  • suspend Services;

  • withhold deliverables;

  • postpone scheduled work; and/or

  • decline to commence further work until outstanding amounts have been paid.

5.5

The Buyer remains responsible for payment for all Services performed, costs incurred or commitments entered into before suspension or termination.

5.6

Quotations and estimates are not fixed prices unless expressly stated to be fixed.

Fees may change where:

  • additional Services are requested;

  • the Scope of Work changes;

  • work is required because of Buyer delays or omissions;

  • previously unknown technical issues are discovered;

  • remedial work is required;

  • third-party costs change; or

  • circumstances materially alter the work required.

5.7

Where the Seller provides services on a monthly retainer or monthly support basis, unused hours or capacity do not automatically roll over into subsequent months unless expressly agreed.

5.8

The Seller may allocate monthly support time according to agreed priorities and professional judgement.

6. BUYER RESPONSIBILITIES

6.1

The Buyer shall cooperate with the Seller and provide, in a timely manner:

  • access to relevant websites and systems;

  • administrative or collaborator permissions;

  • account information;

  • content;

  • product information;

  • brand materials;

  • technical information;

  • approvals;

  • feedback; and

  • any other information reasonably required to perform the Services.

6.2

The Buyer is responsible for ensuring that information supplied to the Seller is accurate, complete and lawful.

6.3

The Buyer is responsible for reviewing and approving material where approval is requested by the Seller.

6.4

Where delays arise because the Buyer has not supplied information, approvals or access, the Seller may:

  • revise timescales;

  • revise priorities;

  • reschedule work;

  • suspend the affected Services; and/or

  • charge additional reasonable costs arising from the delay.

6.5

The Buyer shall promptly inform the Seller of material changes made by the Buyer, another agency, developer or other third party to systems or assets on which the Seller is working.

6.6

The Seller shall not be responsible for the consequences of changes made by the Buyer or a third party without the Seller's knowledge or approval.

7. SEO, GEO AND SEARCH OPTIMISATION

7.1 No Ranking, Traffic or Revenue Guarantees

The Buyer acknowledges that SEO, GEO, AI search optimisation and organic search performance are influenced by factors outside the Seller's control.

The Seller does not guarantee:

  • first-page rankings;

  • number-one rankings;

  • any particular keyword position;

  • continued rankings;

  • inclusion in featured snippets;

  • inclusion in AI-generated answers;

  • inclusion in knowledge panels;

  • any particular level of traffic;

  • enquiries;

  • conversions;

  • sales;

  • revenue; or

  • results within a specified period.

7.2

Any forecasts, projections, estimates or expected outcomes provided by the Seller are indicative only and do not constitute guarantees.

7.3 Algorithm Changes

The Buyer acknowledges that search engines, AI platforms and discovery services determine their own:

  • ranking algorithms;

  • indexing systems;

  • crawling behaviour;

  • search interfaces;

  • policies;

  • guidelines; and

  • eligibility requirements.

These may change without notice.

7.4

The Seller shall not be responsible for loss of rankings, visibility, traffic, enquiries, conversions or revenue caused by:

  • algorithm updates;

  • search interface changes;

  • indexing changes;

  • crawling changes;

  • AI platform changes;

  • search engine policy changes;

  • manual actions;

  • automated penalties or filters;

  • technical changes imposed by third parties; or

  • other matters outside the Seller's reasonable control.

7.5 Previous SEO Activity

The Seller shall not be responsible for penalties, ranking losses or technical issues resulting from:

  • SEO work performed before the Seller's engagement;

  • historic backlink activity;

  • purchased or unnatural links;

  • historic website content;

  • previous migrations;

  • previous development activity;

  • prior penalties; or

  • actions of other agencies, contractors or employees.

7.6 SEO Recovery Work

Where rankings or organic traffic decline, the Seller may investigate the cause and recommend remedial work.

Recovery cannot be guaranteed.

7.7

Unless expressly included within the Scope of Work, substantial recovery or remedial work may be treated as additional Services, including:

  • backlink audits;

  • link removal;

  • disavow work;

  • manual action recovery;

  • migration recovery;

  • historical technical investigation;

  • extensive content rewriting;

  • indexation remediation; and

  • recovery following third-party changes.

7.8

Any liability arising from SEO, GEO or search optimisation Services shall remain subject to Clause 15.

8. WEBSITE DEVELOPMENT AND TECHNICAL CHANGES

8.1

Where the Services include website development, maintenance, redesign, optimisation or technical changes, the Buyer acknowledges that websites depend on interconnected third-party technologies.

These may include:

  • hosting;

  • content management systems;

  • e-commerce platforms;

  • themes;

  • plugins;

  • applications;

  • APIs;

  • databases;

  • payment systems;

  • browsers; and

  • external integrations.

8.2

The Seller will use reasonable care and skill when implementing changes but cannot guarantee that website development or technical changes will be entirely free from:

  • bugs;

  • compatibility issues;

  • temporary disruption;

  • third-party errors; or

  • unexpected effects caused by pre-existing systems.

8.3

The Seller shall not be responsible for faults, downtime, errors, data loss, reduced performance or incompatibility caused by:

  • third-party hosting providers;

  • Shopify, WordPress or other platforms;

  • themes or plugins;

  • third-party applications;

  • APIs;

  • external integrations;

  • platform or software updates;

  • pre-existing code or configuration;

  • legacy website issues;

  • work undertaken by another developer or agency;

  • changes made after the Seller has completed work;

  • expired software licences;

  • unpaid subscriptions; or

  • matters outside the Seller's reasonable control.

8.4

Where significant pre-existing faults or technical problems are discovered, the Seller may recommend additional investigation or remediation.

Such work is outside the original Scope of Work unless expressly included.

8.5 Backups

The Buyer is responsible for maintaining appropriate backups of its website, systems and data unless backup management is specifically included in the Seller's Scope of Work.

8.6

Where reasonably practicable, the Seller may recommend or create a backup before significant technical work, but the existence of a backup does not constitute a guarantee that all data or functionality can be restored in every circumstance.

8.7

Any liability arising from website development or technical Services shall remain subject to Clause 15.

9. THIRD-PARTY PLATFORMS AND SERVICES

9.1

The Seller may use or interact with Third-Party Services in carrying out the Services.

These may include, without limitation:

  • Google;

  • Bing;

  • Shopify;

  • WordPress;

  • Google Analytics;

  • Google Search Console;

  • Google Ads;

  • Meta;

  • Mailchimp;

  • Klaviyo;

  • email service providers;

  • hosting providers;

  • CRM systems;

  • payment processors;

  • plugins;

  • applications;

  • AI platforms; and

  • software providers.

9.2

The Seller does not control such Third-Party Services and shall not be responsible for:

  • outages;

  • service interruptions;

  • software bugs;

  • account restrictions;

  • platform suspensions;

  • pricing changes;

  • changes in functionality;

  • policy changes;

  • data availability;

  • algorithm changes;

  • API changes; or

  • discontinuation of services.

9.3

Where a third-party change materially affects the Seller's ability to perform the Services, the Parties may need to revise the Scope of Work, timescale or fees.

9.4

The Buyer remains responsible for maintaining any required third-party accounts, subscriptions and licences unless expressly agreed otherwise.

10. EMAIL MARKETING AND CUSTOMER DATA

10.1 Email Marketing Lists

Where the Services include email marketing or the sending of communications on behalf of the Buyer, the Buyer warrants that:

  • all email addresses and contact lists supplied to the Seller have been lawfully obtained;

  • the Buyer has a lawful basis for processing and marketing to those individuals;

  • all required consents have been obtained where applicable;

  • data is accurate and reasonably up to date; and

  • the Buyer's use of such information complies with applicable data protection and electronic marketing legislation.

10.2

The Buyer shall be responsible for compliance with applicable legislation, including where relevant:

  • the UK GDPR;

  • the Data Protection Act 2018;

  • the Privacy and Electronic Communications Regulations (“PECR”); and

  • equivalent legislation applicable to recipients in other jurisdictions.

10.3

The Buyer shall indemnify the Seller against claims, losses, reasonable costs, damages or regulatory penalties arising directly from unlawful or non-compliant lists, databases or instructions supplied by the Buyer, except to the extent caused by the Seller's own breach of law or this Agreement.

10.4

The Seller may refuse or suspend an email send if it reasonably believes:

  • the data may have been obtained unlawfully;

  • necessary consent is absent;

  • the campaign may breach applicable law;

  • the activity may materially damage sender reputation; or

  • the activity may breach the rules of a Third-Party Service.

10.5 Email Marketing Performance

The Seller does not guarantee:

  • inbox placement;

  • deliverability;

  • open rates;

  • click-through rates;

  • subscriber growth;

  • enquiries;

  • conversions;

  • sales; or

  • revenue from email marketing.

10.6

Email performance may be affected by factors outside the Seller's control, including:

  • recipient behaviour;

  • spam filters;

  • mailbox providers;

  • privacy technologies;

  • sender reputation;

  • platform restrictions;

  • changes to email algorithms; and

  • third-party service availability.

10.7

The Seller shall not be responsible for failed sends, reduced deliverability, account restrictions, suppression or other issues caused by third parties except to the extent directly caused by the Seller's own breach of the Agreement.

10.8 Campaign Approval

Where campaign approval is requested, the Buyer is responsible for checking and approving:

  • prices;

  • promotions;

  • discount terms;

  • product descriptions;

  • claims;

  • dates;

  • availability;

  • links;

  • legal statements; and

  • other material campaign information.

10.9

The Seller shall not be responsible for losses arising from inaccurate information supplied or approved by the Buyer.

11. DATA PROTECTION AND SYSTEM ACCESS

11.1

Each Party shall comply with applicable data protection legislation in relation to personal data processed under the Agreement.

11.2

Where the Seller processes personal data solely on the Buyer's behalf, the Buyer shall normally act as Data Controller and the Seller as Data Processor.

11.3

Where required, the Parties may enter into a separate Data Processing Agreement.

11.4

The Seller shall only access Buyer systems and personal data to the extent reasonably necessary to provide the agreed Services or otherwise instructed by the Buyer.

11.5

The Seller shall take reasonable technical and organisational measures to protect credentials and personal data within its control.

11.6

Where possible, the Buyer should provide individual user, staff, partner or collaborator access rather than shared passwords.

11.7

The Seller shall not be responsible for a security incident caused by:

  • pre-existing compromise;

  • compromised Buyer credentials;

  • access granted to other parties;

  • insecure systems outside the Seller's control;

  • vulnerabilities in Third-Party Services; or

  • Buyer failure to follow reasonable security recommendations,

except to the extent the incident was directly caused by the Seller's breach.

12. INTELLECTUAL PROPERTY

12.1

Subject to full payment of all sums due, ownership of final deliverables created specifically and exclusively for the Buyer shall transfer to the Buyer unless otherwise agreed.

12.2

The Seller retains ownership of:

  • pre-existing materials;

  • frameworks;

  • templates;

  • systems;

  • processes;

  • methodologies;

  • tools;

  • know-how;

  • reusable code;

  • non-client-specific designs; and

  • other intellectual property developed independently of the Buyer.

12.3

The Seller may reuse general techniques, concepts, processes and non-confidential know-how developed during the Services.

12.4

The Buyer warrants that it has the right to use all:

  • text;

  • images;

  • logos;

  • photographs;

  • trademarks;

  • product data;

  • video;

  • databases; and

  • other materials

supplied to the Seller.

12.5

The Buyer shall indemnify the Seller against third-party intellectual property claims arising directly from materials supplied or expressly instructed for use by the Buyer, except where the Seller knew or ought reasonably to have known that the material was infringing.

13. SUBCONTRACTORS

13.1

The Seller may engage employees, subcontractors, freelancers or specialist providers where reasonably required to provide the Services.

13.2

The Seller remains responsible for the overall delivery of the Services performed on its behalf.

13.3

Where a subcontractor processes personal data on behalf of the Buyer, the Seller shall comply with applicable data protection requirements relating to sub-processors.

14. CONFIDENTIALITY

14.1

Each Party shall treat as confidential all non-public commercial, technical, operational or personal information received from the other Party in connection with the Services.

14.2

Confidential information may only be used for purposes connected with the Agreement.

14.3

This obligation does not apply to information which:

  • is already publicly available through no breach of the Agreement;

  • was lawfully known to the receiving Party before disclosure;

  • is lawfully received from another source; or

  • must be disclosed by law or regulatory authority.

14.4

Confidentiality obligations shall continue for two (2) years following termination unless a longer period is required by law or separately agreed.

15. LIMITATION OF LIABILITY

15.1

Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited, including liability for:

  • death or personal injury caused by negligence;

  • fraud; or

  • fraudulent misrepresentation.

15.2

Subject to Clause 15.1, the Seller shall not be liable for:

  • indirect losses;

  • consequential losses;

  • loss of profit;

  • loss of revenue;

  • loss of business;

  • loss of opportunity;

  • loss of anticipated savings;

  • loss of goodwill; or

  • loss or corruption of data,

except to the extent such liability cannot lawfully be excluded.

15.3

The Seller shall not be liable for losses caused by:

  • search engine algorithm changes;

  • AI platform changes;

  • Third-Party Services;

  • hosting failures;

  • Buyer instructions;

  • Buyer-provided information;

  • unauthorised third-party changes;

  • Buyer delay;

  • failure by the Buyer to implement recommendations; or

  • other matters outside the Seller's reasonable control.

15.4

Subject to Clause 15.1, the Seller's total aggregate liability arising out of or in connection with the Agreement, whether in:

  • contract;

  • tort, including negligence;

  • misrepresentation;

  • breach of statutory duty; or

  • otherwise,

shall not exceed the total fees paid by the Buyer to the Seller during the six (6) months immediately preceding the event giving rise to the claim.

15.5

Where the Buyer has received Services for less than six months, the liability cap shall be limited to the total fees paid by the Buyer up to the date the liability arose.

15.6

Nothing in any SEO, email, website, e-commerce or other service-specific section of these Terms creates a separate liability cap.

All Services remain subject to the overall liability provisions contained in this Clause 15.

16. FORCE MAJEURE

16.1

The Seller shall not be liable for delay or failure to perform the Services caused by events beyond its reasonable control.

Such events may include:

  • internet or telecommunications failure;

  • utility failure;

  • cyber incidents affecting third parties;

  • platform outages;

  • industrial disputes;

  • fire;

  • flood;

  • natural disaster;

  • war;

  • civil disorder;

  • epidemics or pandemics;

  • governmental action; or

  • legal or regulatory requirements.

16.2

Where practical, the Seller shall notify the Buyer of any material delay caused by such circumstances.

16.3

If the affected Services cannot reasonably continue for more than thirty (30) days, either Party may terminate the affected Services by written notice.

17. TERMINATION

17.1

Unless a specific fixed term has been expressly agreed in writing, either Party may terminate the Agreement by giving thirty (30) days' written notice.

17.2

The Seller does not ordinarily require clients to remain in a fixed-term arrangement.

17.3

The Buyer remains liable for:

  • Services completed before termination;

  • work performed during the notice period;

  • approved third-party expenditure;

  • contractual commitments already made on the Buyer's behalf; and

  • any other properly incurred charges.

17.4

The Seller may suspend or terminate the Agreement immediately where:

  • invoices remain materially overdue;

  • the Buyer requires unlawful activity;

  • the Buyer materially breaches these Terms;

  • continued work creates a material legal or reputational risk; or

  • the Buyer repeatedly fails to provide information or cooperation necessary to perform the Services.

17.5

Upon termination:

  • the Seller shall cease ongoing work at the appropriate termination date;

  • system access may be removed;

  • outstanding invoices become payable;

  • final deliverables shall be released subject to payment; and

  • personal data shall be handled in accordance with applicable data protection obligations.

18. COMPLAINTS AND RECTIFICATION

18.1

Any complaint concerning the Services should be raised with the Seller in writing as soon as reasonably practicable.

18.2

The Seller will aim to investigate and respond within ten (10) business days.

18.3

Where an issue is reasonably capable of correction and was caused by the Seller's failure to provide the Services with reasonable care and skill, the Seller shall be given a reasonable opportunity to rectify the issue.

19. NON-RELIANCE AND PROFESSIONAL ADVICE

19.1

The Seller provides digital marketing, technical and commercial services and does not provide legal, tax, accounting, financial or regulatory advice unless expressly qualified and engaged to do so.

19.2

Where legal or regulatory matters arise, including:

  • privacy notices;

  • cookie compliance;

  • consumer terms;

  • international sales law;

  • accessibility;

  • tax;

  • product regulation; or

  • intellectual property,

the Buyer remains responsible for obtaining appropriate specialist advice where necessary.

20. SEVERANCE

20.1

If any provision of the Agreement is found to be invalid, unlawful or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it enforceable.

20.2

If modification is not possible, the affected provision shall be treated as deleted without affecting the remaining provisions.

21. WAIVER

21.1

No failure or delay by either Party in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy.

22. VARIATION

22.1

Any material variation to an agreed Scope of Work or fee must be agreed in writing.

22.2

Written agreement may include email correspondence.

22.3

The Seller may update these standard Terms from time to time for future Services.

Material changes shall not retrospectively alter an existing agreed Scope of Work without reasonable notice or agreement where required.

23. ENTIRE AGREEMENT

23.1

These Terms and Conditions, together with any:

  • proposal;

  • quotation;

  • Scope of Work;

  • service package;

  • written acceptance;

  • Data Processing Agreement; and

  • other written terms agreed between the Parties, including by email,

constitute the entire agreement between the Parties concerning the Services.

23.2

The Agreement supersedes previous discussions, understandings or representations concerning the same Services, except where expressly incorporated into the Agreement.

23.3

Where there is a conflict between these Terms and a specifically negotiated written agreement, the specifically negotiated written agreement shall take precedence only to the extent of that conflict.

24. THIRD-PARTY RIGHTS

24.1

Unless expressly stated otherwise, a person who is not a Party to the Agreement shall have no right to enforce any provision of it.

25. GOVERNING LAW AND JURISDICTION

25.1

The Agreement shall be governed by and construed in accordance with the laws of England and Wales.

25.2

The courts of England and Wales shall have exclusive jurisdiction to settle disputes arising out of or in connection with the Agreement.

26. CONTACT DETAILS

Seller: Nupush Ltd
Registered Office: 71–75 Shelton Street, Covent Garden, London WC2H 9JQ
Company Number: 14468868
Email: info@nupush.marketing

ACCEPTANCE

The Buyer does not need to physically sign these Terms unless requested.

A Buyer may accept these Terms by:

  • signing a proposal or agreement;

  • accepting a quotation;

  • confirming acceptance by email;

  • instructing the Seller to begin work;

  • paying an invoice relating to agreed Services; or

  • continuing to instruct the Seller after receiving these Terms.