Terms of Service

1. Definitions

Client / You: The individual or legal entity entering into agreement with Keferboeck Ltd.

Services: Any service provided by Keferboeck Ltd., including but not limited to consulting, development, hosting, analytics, and digital marketing.

Agreement: The contract formed by these Terms, any applicable Service Schedules, and any written scope of work, project brief, or proposal.

Services are offered exclusively to businesses, entrepreneurs and other non consumers acting in the course of their trade, business or profession. Consumer protection rules applicable to consumers do not apply.

2. Structure of the Agreement

These Terms incorporate by reference specific Service Schedules, including:

• Schedule A: Digital Marketing Services
• Schedule B: Growth Plus
• Schedule C: Software & eCommerce Development
• Schedule D: Hosting & Infrastructure
• Schedule E: Analytics & Data Science
• Schedule F: Consulting & Advisory
• Schedule G: Task Outsourcing

In case of conflict, the Service Schedule prevails.

3. Engagement and Scope of Work

All project scopes, pricing models, and deliverables will be agreed in writing (e.g., proposal, SOW, invoice). Pricing models include the published monthly packages with phased pricing, Pay-As-You-Go, and Commission-Based arrangements where agreed, detailed at keferboeck.com/pricing.

4. Free Workshop & Trial Period

Keferboeck Ltd. may, at its sole discretion, offer prospective clients a free workshop and/or a free trial period (typically two weeks) before a paid engagement begins. These offers are provided free of charge, as goodwill gestures, and do not constitute a contract for services, a commitment to deliver any particular output, or an offer capable of acceptance to that effect.

Nothing produced, discussed, presented or begun during a free workshop or trial period creates any obligation on Keferboeck Ltd. to complete, deliver, hand over, license, host, maintain or continue any work, materials, code, analyses, plans or other output. Where Keferboeck Ltd. chooses to share or hand over any such output, it does so voluntarily, on an "as is" basis, without warranty of any kind, and this shall not be construed as an obligation or precedent.

Keferboeck Ltd. shall bear no costs on behalf of the prospective client in connection with a free workshop or trial period, including but not limited to hosting, server, licensing, advertising or third party costs, unless expressly agreed in writing. Either party may end the workshop or trial period at any time, without notice, without reason and without any liability whatsoever.

To the maximum extent permitted by law, Keferboeck Ltd. excludes all liability arising out of or in connection with any free workshop or trial period, and the prospective client shall have no claim, whether in contract, tort or otherwise, based on anything said, produced, promised, estimated or omitted during such free phases.

5. Estimates, Forecasts, Targets & Objectives

All estimates, forecasts, projections, timelines, budgets, scenarios and cost indications provided by Keferboeck Ltd., whether during a free workshop, a trial period or a paid engagement, are good faith estimates only. They are inherently uncertain, depend on assumptions and third party factors outside our control, and do not constitute guarantees, warranties or contractual commitments of any kind.

Goals, objectives, targets and key performance indicators agreed at any point are aspirational planning tools, not contractual obligations. Failure to reach any goal, objective, target, forecast or estimate shall not give rise to any liability, penalty (monetary or otherwise), right of set off, refund, damages claim or right of termination for breach, unless expressly agreed otherwise in a signed written agreement that explicitly designates specific figures as binding.

This clause applies generally to all Services, offers and communications by Keferboeck Ltd., and survives the termination of any Agreement.

6. Payment Terms

Unless otherwise stated, payment is due within 14 days of invoice. Late payments may incur statutory interest and recovery costs as per the Late Payment of Commercial Debts (Interest) Act 1998.

7. Client Responsibilities

You agree to provide timely access to necessary information, systems, and personnel. You warrant that all materials and access you provide are lawful and non-infringing.

You are responsible for the legality of your products, services, business practices and advertising claims in all relevant markets, and for all materials you provide. You will indemnify Keferboeck Ltd. against any claims, damages and costs arising from materials, instructions or approvals you provide, including alleged infringement of third party rights and regulatory breaches.

8. Intellectual Property

All IP created by Keferboeck Ltd. remains our property until full payment is received. For equity or commission models, IP terms will be specified in the relevant Service Schedule or agreement.

9. Confidentiality & Transferability

Both parties agree to keep all confidential information private. This includes but is not limited to: business strategies, technical documentation, code, campaign performance, pricing models, and all written or verbal communications related to the engagement. This confidentiality obligation survives the termination of the agreement.

These Terms of Service, along with any associated agreements, proposals, and communications between Keferboeck Ltd. and the Client, are considered confidential and may not be disclosed to any third party without prior written consent from Keferboeck Ltd., except for disclosure to qualified legal or regulatory professionals acting on behalf of the Client for the purposes of legal or financial review.

These Terms are personal to the Client and may not be transferred, sublicensed, or assigned to any other party, including but not limited to any acquiring entity, investor, or affiliated company, without the prior written consent of Keferboeck Ltd. In the event of a business sale, merger, or investment into the Client's company, any proposed transfer or continuation of services will be conditional upon full payment of all outstanding invoices and liabilities due to Keferboeck Ltd. at the time of such event, excluding any future commissions still accruing under a commission-based agreement.

10. Business Insurance Limitation

Where Keferboeck Ltd. carries professional or business insurance, such coverage is offered solely at our discretion and is subject to the Client remaining in good financial standing. Business insurance coverage shall only be available if the Client pays all invoices in full within thirty (30) days of the invoice issue date.

In the event of late payment, Keferboeck Ltd. makes no representation or warranty that any insurance coverage will remain in place, and shall not be held liable for any loss, damage, or claim that would otherwise have been covered had the Client paid on time.

For the avoidance of doubt, Keferboeck Ltd. shall not be required to maintain or extend insurance protection on behalf of Clients who are overdue in payments, and no liability shall arise from the absence of such coverage.

11. Suspension of Services for Non-Payment

Keferboeck Ltd. reserves the right to immediately suspend or disable any services, including but not limited to hosting, server infrastructure, email delivery, or access to codebases or marketing platforms, if the Client fails to pay any invoice by its due date.

In such cases, Keferboeck Ltd. shall not be held liable for any business interruption, data loss, revenue impact, or other damages resulting from the suspension of services due to non-payment. The Client agrees that no legal claims or liability will arise from Keferboeck Ltd. exercising this right.

Keferboeck Ltd. will, however, make reasonable efforts to provide the Client with clear written instructions (via email or other agreed communication channels) outlining the steps required to reinstate services once payment has been made in full or an acceptable arrangement is reached.

12. Data, Asset Retention & GDPR Compliance

Following the termination of any engagement, Keferboeck Ltd. shall retain any client-owned digital assets, files, databases, or other materials stored on its systems or associated infrastructure for a period of up to five (5) working days, provided that all outstanding invoices and fees have been paid in full. After this period, such assets may be permanently deleted at the discretion of Keferboeck Ltd.

If payment has not been received in full, Keferboeck Ltd. reserves the right to delete any and all client-owned assets immediately and without notice. This applies in particular where ongoing storage, hosting, or third-party infrastructure fees are being incurred and have not been reimbursed by the Client, or where manual labour would be required to transfer assets from hosted environments, and no payment for such labour has been agreed or received.

Keferboeck Ltd. will comply with applicable data protection laws, including the United Kingdom General Data Protection Regulation (UK GDPR). Where client databases or platforms store personal or sensitive data, Keferboeck Ltd. shall implement appropriate technical and organisational measures to protect such data while it remains under its control. Any subject access requests, right-to-erasure ("right to be forgotten"), data rectification, or deletion requests will be carried out upon written instruction from the Client, in accordance with legal obligations.

Upon full payment of outstanding fees, Keferboeck Ltd. will provide a copy of the full client-owned database and any relevant stored data in a reasonable and secure format. Keferboeck Ltd. is not responsible for any business loss, operational downtime, or reputational damage that occurs during the post-termination period or due to the withholding or deletion of assets, where such actions result from the Client's failure to meet payment obligations.

13. Limitation of Liability

We are not liable for indirect, incidental, or consequential damages. Our total liability is capped at the fees paid in the last 6 months for the relevant service.

14. Third Party Platforms, Accounts & Services

Services frequently depend on third party platforms and providers, including but not limited to advertising platforms (for example Google, Meta, TikTok, LinkedIn), hosting and cloud providers, payment processors, APIs and analytics tools. Keferboeck Ltd. has no control over, and accepts no liability for, the acts, omissions, outages, pricing changes, policy changes, algorithm changes, account suspensions, bans or data loss of any third party.

You remain the owner of, and responsible party for, your own third party accounts, including compliance with the respective platform terms. Any costs charged by third parties (such as advertising spend, hosting fees or licence fees) are borne by you unless expressly agreed otherwise in writing.

15. Force Majeure

Keferboeck Ltd. shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to illness, accidents, natural disasters, war, terrorism, labour disputes, power or internet outages, failures of third party services, epidemics or governmental actions. Obligations are suspended for the duration of such events.

16. Termination

Either party may terminate with written notice. Any work completed up to that point must be paid in full.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the English courts.

18. Changes to Terms

We may update these Terms and will notify you of material changes. Continued use of services implies acceptance.

19. Entire Agreement

These Terms, along with relevant Service Schedules and agreements, form the entire agreement between you and Keferboeck Ltd.

20. Precedence of Signed Agreements

These Terms of Service represent Keferboeck Ltd.'s general terms and conditions and apply to all Clients unless otherwise agreed in writing. Prior to the commencement of any specific engagement, a separate written agreement, Statement of Work (SOW), or Service Schedule may be issued and signed by the Client.

In the event of any conflict or inconsistency between these general Terms of Service and the specific terms outlined in a signed agreement, the terms of the signed agreement shall take precedence and apply exclusively to that particular engagement.

Clients are advised to carefully review any bespoke terms presented prior to entering into an agreement, as those terms shall govern the relationship and services delivered under that specific engagement.