A Elevale Business Development Solution

Terms & Conditions

INTRODUCTION

Thank you for choosing us as your Business Development Function.

The main purpose of this engagement letter is to set out the scope of the work we are undertaking for you, our terms and conditions, our fee agreement (as outlined in your Proposal) and our privacy notice.

Please read this document carefully as it creates legally binding obligations between you (the client) and us (Saint Financial Group Limited). If you agree to what you read below, you should complete the information and sign the signature page on the Proposal, to acknowledge that you have agreed. By proceeding with us, you will be deemed to have read, understood and agreed to the terms of this contract.

This engagement letter will remain in force unless and until it is replaced by an updated engagement letter. It will cover the services included within the scope, the Schedules of Services, any services provided under repeat or additional Schedules, and any additional work performed under the ‘Agreed Further Services' clause below.

Contacting Us

Caitlin Minns will be the Principal in Charge of this engagement.

Michael O'Rourke MAAT MSA ACIM will be your main contact. Our Elevale Team is responsible for dealing with your day to day affairs and from whom you'll get the swiftest response. However, you will always be able to contact us directly if you prefer.

Email address: workforce@elevale.co.uk Office Number: 020 8187 4201

Contacting You and Accepting Instructions

You agree that we will have open communication with the Directors of the company and will be our main point of contact in respect of your engagement.

By confirming your agreement to the terms of this engagement letter, you confirm you are the Nominated Individual who is authorised to sign and enter this agreement on behalf of the Company, give instructions, provide information to us and to receive our advice and work produced. You confirm you are entering into the Contract as a business user.

Any change to the Nominated Individual should be notified to us in writing and needs to be signed by all partners or officers. The change will not be effective until acknowledged by us in writing.

Any change to this individual's authority must be notified to us in writing and will not be effective until acknowledged by us in writing.

Period of Engagement

The period for which we have agreed to start providing the individual agreed services will be set out in your Service Schedule. This Agreement shall commence on the Effective Service Date and shall continue for an initial term of 12 months based on your Service Schedule (on an individual service agreement i.e. each service is live for 12 months).

If the start date of any service is delayed due to setup or other unforeseen circumstances, the 12-month term will be calculated from the actual service start date. Any payments due for the delayed period will be invoiced separately and will still be applicable to the full 12-month contract.”

We will continue to provide these services until there is an agreed change or the engagement is terminated.

On acceptance of a new Monthly Services Contract Agreement, this will renew your Contract by 12 months from your date of signature.

At the end of the Term this Agreement will automatically renew for another successive Term for the same duration as the last, provided you have not notified us in writing 30 days prior to the expiry of the Term that you no longer wish to continue. In the event that the client decides to terminate the contract before the end of the 12-month period, they will be subject to cover the remaining total of the 12-month period.

We reserve the right to modify, suspend or terminate access to our System or the Services at any time for any reason without notice or refund. If we suspect that you have provided us, or a third party, with false or misleading information, we may terminate our engagement immediately. Termination will be without prejudice to any rights that may have accrued to either party prior to termination.

If you do not provide us with instructions for a period of 28 days after a request, or your delay in providing instructions makes it impossible for us to carry out the services we have agreed to perform, we shall be entitled to terminate the engagement and our £495 + VAT onboarding fee will be charged.

Holiday Schedule

For the Christmas Period, we will be closed from the closest Wednesday to the 16th and we will return on the first working day closest to the 7th. Final confirmation will be announced by Elevale in the month of December.

Services

The agreed products/services outlined in your Proposal and Service Schedule form part of this engagement letter only. If there are other services that you wish us to provide then please contact us. Future schedules of services will be agreed between us, and will then form part of this engagement letter.

All Services require payment up front and we will not be scheduled until payment has been received. Our services are split between Upfront services and Monthly Services.

Agreed Further Services

We will carry out such further additional services beyond those listed in the Schedules as we may agree with you in writing. Such additional services will be subject to our usual hourly rates and the terms of this Engagement letter and terms and conditions. Any advice given under this clause may only be relied upon if confirmed by us in writing.

Scope

Introduction

This sets out the scope of our engagement with the entity. Please read these terms of service carefully. Once accepted, these terms of service, in combination with our privacy policy and data processing agreement (collectively the “terms”), become a binding legal commitment between you (or the business entity that you represent) and Saint Financial Group Limited and its respective officers, directors, successors and assigns (hereinafter referred to as “Saint Financial Group,” “we”, “us” or by our trading name “Elevale”, "The Momentum Engine") and will govern your access to our services and all other interactions with Saint Financial Group.

In the event of a conflict between these terms of service and the additional agreements incorporated herein by reference, these terms of service shall prevail.

Elevale reserves the right to make changes to these terms at any time. All changes are effective immediately when posted. Your continued use of our services following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

Scope of Services to be Provided

The Business Development Services will be agreed in your Proposal, on acceptance your chosen services will be presented in a Service Schedule providing a clear timeline of the services you have selected including the service level i.e. Hours, services completed, on your road map and not selected. You will be able to clearly see the proposed start dates where your Monthly Services will start and the first charge under AutoPay will begin.

Your Contract Renewal Date will also be highlighted in your Service Schedule.

Our Responsibilities

We will not audit the information provided. Consequently, our work will not provide any assurance that it is free from material misstatement, irregularities or error.

We do not warrant that your access to the System or the Services will be uninterrupted and are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services and System may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Our specific responsibilities for each service provided are set out below.

Your Responsibilities

The advice that we give can only be as good as the information on which it is based. In so far as that information is provided by you, or by third parties with your permission, your responsibility arises as soon as possible if any circumstances or facts alter, as any alteration may have a significant impact on the advice given. If the circumstances change therefore or your needs alter, advise us of the alteration as soon as possible in writing.

You have undertaken to make available, as and when required, all the records and related information, including minutes of management meetings, which we need to do our work. You will provide us with all necessary information and explanations relevant to our work, and you will disclose to us all relevant information in full.

You are responsible for ensuring that, to the best of your knowledge and belief, the information provided is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities.

You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

We expect you to provide us with any information we need in a timely manner, and to the best of your abilities – if you need help to get your information in order, let us know so we can assist you, it will save you time and money in the future.

We may send you pre-work to complete prior to some of our meetings which we expect you to complete by the required date and to the best of your abilities – the more time you spend thinking about the answers to our questions, the more value you’ll get from our meeting.

Please respect our firm’s processes and ensure payments are made on time.

The time of the meetings and/or location will be determined by Elevale only. Elevale will initiate all scheduled calls. If a meeting is missed, we have a right to charge a £95 missed call fee.

TERMS AND CONDITIONS

Introduction

The following pages set out the terms and conditions under which we agree to act. These terms and conditions (as updated from time to time) form part of the letter of engagement between us. They should be considered in conjunction with the following documents provided to you, to which you have also agreed:

The Proposal

The scope

The individual schedules of services

The privacy policy

The Service Schedule

These terms and conditions shall remain in force unless and until they are replaced by updated terms and conditions.

Applicable Law

Our engagement with you and the provision of the services provided are governed by the law and practice of England & Wales. Accepting the letter of engagement and these terms confirms both of our agreements that the courts of England & Wales will have exclusive jurisdiction over any claim or dispute over any matter in respect of the engagement.

Professional Body

We are a member of The Chartered Institute of Marketing.

We are also subject to regulation by the Association of Accounting Technicians (AAT). The website of our professional body is www.aat.org.uk where you can find details of our firm in the register of members along with the code of ethics and the regulatory framework with which we are required to comply.

Commissions Received Excluding Investment Business Commissions

From time to time we or another connected business may receive a commission or other benefit because of an introduction to another professional or a transaction arranged for you. You agree that we can retain such commissions or benefits.

Data Protection

We will comply with the General Data Protection Regulations and the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020 which merge the previous requirements of the Data Protection Act with the requirements of the General Data Protection Regulation ((EU) 2016/679) when dealing with your personal data.

GDPR provides that: Personal data only includes information relating to natural persons who:

can be identified or who are identifiable, directly from the information in question; or who can be indirectly identified from that information in combination with other information.

This will include but is not limited to a name, identification number, location data and an online identifier.

When providing our services we will usually be acting as a controller under the regulations for our business. We will be controllers as we will make decisions about processing activities when providing the agreed service to you.

We may act as a processor when providing certain services. In this case you would be the controller and we would act on your instructions.

We ensure that we comply with the principles as set out in the GDPR (for more information see www.ico.org.uk) when collecting and processing data. These principles are:

Lawfulness, fairness and transparency Purpose limitation Data minimisation Accuracy Storage limitation Integrity and confidentiality Accountability

In order to comply with these principles we will:

Provide you with a privacy notice which should be read in conjunction with the letter of engagement, schedules of services and these terms and conditions

Ensure that the information that we collect and process is limited to that necessary for:

Providing the agreed services Complying with legal and regulatory obligations Contacting you with details of other services (where consent has been given)

Other legitimate reasons necessary to protect against claims or disciplinary action.

In order to comply with the regulations of our professional body AAT our files may be subject to review by a professional body, regulator or another qualified third party to ensure our continued compliance with those regulations.

You warrant and represent that you shall comply with your obligations under the Data Laws with regard to your obtaining and Processing of the Relevant Data.

It is acknowledged and agreed that (without affecting our status as a Controller in respect of the Relevant Data which is also retained by us) you shall be a controller in respect of the Relevant Data.

In your capacity as Controller of the Relevant Data, you shall (without prejudice to clause 3 above):

(a) where required to do so under the Data Laws make notification(s) to the applicable regulator or authority in relation to your Processing of the Relevant Data;

(b) ensure that only your properly authorised personnel shall have access to or Process the Relevant Data and that such personnel have entered into appropriate contractually-binding obligations to keep the Relevant Data confidential;

(c) ensure that, if and to the extent applicable, all fair processing notices have been given (and/or, as applicable, consents obtained) as required in accordance with the Data Laws for your Processing of the Relevant Data; and

(d) implement and maintain technical and organisational security measures against the unauthorised or unlawful Processing of the Relevant Data and against the accidental loss or destruction of, or damage to, the Relevant Data sufficient to comply at least with the obligations imposed by the Data Laws.

Where we notify you that any data subject (as defined in the Data Laws) whose Personal Data forms part of the Relevant Data has exercised their right to erasure of their Personal Data, you shall promptly take all necessary steps to comply with the exercise of such right.

Each party will (at its own cost) provide any cooperation or assistance reasonably requested by the other in connection with steps that a party takes to comply with Data Laws insofar as they relate to this Agreement or the Relevant Data.

Without prejudice, you shall maintain complete and accurate records and information to demonstrate your compliance with the Data Laws regarding Relevant Data, including such records as are required to be maintained pursuant to the Data Laws. You shall make available to us all information reasonably requested by us to demonstrate your compliance with the obligations set out in this Agreement. You will allow for and contribute to audits, including on-site inspections of your business premises or processing facilities, conducted by us or an auditor of our choice to assess your compliance with the Data Laws and the obligations set out in this Agreement. The process of such audits will be determined by us in consultation with you.

You shall, without undue delay, enter into such additional agreements with us and/or agree to such amendments to the Agreement as may be required to comply with the Data Laws.

As a result of the performance of our obligations under this Agreement, we may obtain data about you, your End Users or other individuals connected with you. You authorise us to store this information and use it in accordance with this Agreement and to pass it onto our sub- contractors where necessary to allow us to comply with our obligations under this Agreement. You acknowledge that we may use such data for the purposes of marketing our products and services, subject to obtaining the requisite consents from relevant End Users if you or your End Users could be identified from this.

Where End Users are accessing online Services or are otherwise (directly or indirectly) providing their personal data to us, you shall be responsible for ensuring that the relevant End Users and other relevant individuals are aware of the provisions of this contract and have read and agree to the privacy policy appearing on our Websites.

Bribery Act 2010

In accordance with the requirements of the Bribery Act 2010 we have policies and procedures in place to prevent the business and staff from offering or receiving bribes.

Conflicts of Interest

Where there is a conflict of interest in our relationship with you or in our relationship with you and another client we will notify all parties and where possible apply appropriate, agreed safeguards to protect the interests of all parties.

Where suitable safeguards cannot be applied we may be unable to provide further services.

We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to below.

Non-solicitation

You may not at any time during the Contract or for a period of 12 months following the termination of the Contract approach, deal directly with, engage, employ or solicit any of our existing associates or contractors or persons or businesses who have been our associates, contractors or engaged by us in the provision of the Services or attempt or authorise such action.

If during the term of the Agreement or within 12 months after the last date of supply of any Services, you breach in the Non-Solicitation Clause, you shall pay us the greater of:

The relevant individual's gross salary inclusive of all benefits at the time of their resignation or departure;

And

The equivalent of 50% of the relevant individual's new annual salary or fee inclusive of all benefits, such sum being deemed by you and us to be reasonable, commercially justified and proportionate to protect our legitimate interests

Professional Indemnity Insurance

We are required by our professional body AAT to have professional indemnity insurance. Details about the insurer and the territorial coverage can be provided on request via email.

Complaints

We aim to provide excellent service at all times. However should you be dissatisfied in any way please contact Dylan O'Rourke. This may be done by writing to St Osyth Grange, 677 St Johns Road, St Osyth, Essex, CO168BJ or by emailing Caitlin Minns at hello@elevale.co.uk.

We undertake to look into any complaint carefully and promptly and to take all reasonable measures to resolve the position to your satisfaction. If we do not deal with your complaint to your satisfaction you may take up the matter with our professional body AAT. At that point, if appropriate, We shall also provide you with details of an approved body that you may wish to contact with regard to a possible alternative dispute resolution process.

Elevale will use reasonable endeavours, to respond to any complaint received in Writing from a Client in relation to any aspect of the Services in accordance with the following procedure;

The complaint will be acknowledged in writing within 5 Business Days of receipt;

Once details of the complaint have been taken the matter will be investigated and Elevale will notify the Client of the result in Writing;

and If the Client is not satisfied with the outcome of the complaint, the Client may appeal in writing to the Managing Director of Elevale.

Confidentiality

In accordance with our code of ethics all communication between us is confidential. Information will not be disclosed unless authorised by you (for a specific item or generally via the privacy notice) or where required by law or regulation. All staff and subcontractors working on your affairs will be bound by our client confidentiality and security terms and policies.

This relationship, as well as all information (documented or verbal) that the Client shares with Elevale as part of this relationship, is bound by the principles of confidentiality set forth by Elevale. Elevale agrees however not to disclose any information pertaining to the Client without the Client’s written consent. Saint will not disclose the Client’s name as a reference without the Client’s consent.

Confidential Information does not include information that:

(a) was in the Elevale's possession prior to its being furnished by the Client;

(b) is generally known to the public or in the Client’s industry;

(d) is independently developed by Elevale without use of or reference to the Client’s confidential information; or

(e) Elevale is required by a lawfully issued court order to disclose;

(f) is disclosed to Saint and as a result of such disclosure Elevale reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and

(g) involves illegal activity.

The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with Elevale in a timely manner.

Dispute Resolution

If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and agree to attempt to mediate in good faith for up to (certain amount of time such as 30 days) after notice given. If the dispute is not so resolved, and in the event of legal action, Elevale shall be entitled to recover all consultancy and legal fees and court costs from the other party.

Disengagement

When we cease to act for you a disengagement letter may be issued. This will ensure that our respective responsibilities are clear and agreed if deemed necessary.

Should we be unable to contact you we may issue a disengagement letter to your last known address and cease to act.

Termination shall be without prejudice to any rights that may have accrued to either party prior to termination. We shall also have the right to terminate this engagement and cease to work for you in the event that you fail to pay our invoices or if you fail to provide us with complete timely or accurate information to enable us to carry out the services we have agreed to perform for you.

In the event of termination we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

At the time of termination of this engagement all fees will remain payable. Once our engagement with you has terminated or ceased (for whatever reason) we shall owe you no further duties to act for you or to advise beyond the date of termination or cessation of the engagement.

You are solely responsible for the cancellation of Services associated with your account, and you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be due for the remaining months of your contract.

We have the right to cancel the engagement immediately if there is any unethical behaviour. We have a zero-tolerance policy.

If you are unhappy with the service you have received, please contact compliants@saintfinancialgroup.co.uk where your complaint will be handled appropriately.

We have the right to charge a £150 admin fee for early disengagement. The contract will remain payable in full in the event of early disengagement.

Communication

We will communicate with you and any agreed third party by a secure method as agreed. If you have provided us with your email address, we shall accept that as your authorisation to communicate with you by email, unless you withdraw that authorisation. Where you have agreed to receive electronic communications you acknowledge:

Although we take all reasonable care there is a risk of non-receipt, delays, misdirection or interception by a third party and we use up to date virus protection software to reduce the risk you are responsible for virus checking any emails and attachments however careful parties are there is a risk associated with electronic communication which you accept.

In order to ensure that communication is effective you are required to notify us promptly of any change of postal or email address.

Consent to Use of Electronic Records

In connection with the Terms of Service, you may be entitled to receive certain records from Elevale or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate Your use of the Site and the Site Services, you give us permission to provide these records to You electronically instead of in paper form. You also consent that electronic signature on agreements and documents has the same effect as if you, or the entity You're representing signed them in ink.

Passwords and Account Security

You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user ID's, strong and secure password; maintain the security of your passwords, payment and credit card details, or other login information (collectively, "Passwords") that are provided to you by Elevale or that are generated in connection with your use of the Service. You are fully responsible for all activities that occur on the Service under any of Your Passwords.

Advertising

The Client undertakes not to use Saint Financial Group’s name (including trading names), address or logo in publicity materials without the prior written consent from Elevale Financial Group Director’s.

Copyright

The Client is further responsible for granting Elevale permission and rights for use of the same and agrees to indemnify and hold harmless Elevale from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract and/or placement shall be regarded as a guarantee by the Client to Saint that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Phone Calls

All telephone calls are recorded for training, quality and safety purposes.

About Autopay

Autopay (credit card payment or electronic funds transfer) payments will include any and all charges due Saint Financial Group Limited. Autopay payments include all charges that may be past due at the time you sign up for the service. All charges are in GBP.

When you enrol in Autopay, or make any changes to your Autopay account, such updates may not take effect immediately, and your old payment method may apply to your next billing event. All future charges will be charged/withdrawn from your new payment method going forward.

Auto Payment Authorisation

I hereby request and authorise Saint Financial Group to charge credit card or to initiate electronic funds transfers (EFTs) from my bank account to pay all charges billed to my account on or after my invoice date, notwithstanding anything in existing agreement(s) with Saint Financial Group to the contrary. Such charges may include one-time charges, monthly charges, annual charges, and subscription charges incurred and pursuant to the terms and conditions of existing agreement(s) with Saint Financial Group. This authorisation will remain in effect until revoked by me in writing and receipt of such notice by Saint Financial Group albeit in terms with this contract (in reference to how to terminate the agreement).

Saint Financial Group does not assume any responsibility for any interest, late fees or penalties associated with credit card payments. I agree to indemnify and hold Saint Financial Group harmless from any liability or loss occurring due to the dishonour of any debit presented as a result of any charge made or refused to be made under this authorisation for Autopay. In no event will either Saint Financial Group be liable for exemplary, special or consequential damages arising under this authorisation.

Fees may be subject to change without notice. We will calculate the correct fee on your behalf. Card payments are taken in Pound Sterling. Your signature on this form indicates acceptance of these terms and authorises us to charge the current fees to your card.

Customer Acknowledgement

I acknowledge and agree that I am responsible for providing advance notice to Elevale in writing or by logging into your stripe portal to make any changes to credit card or bank account information, including but not limited to name, account number, expiration date, etc. If a card is not updated after one month, the remaining contract will be payable in full.

I give Saint Financial Group authorisation to hold my card information on file and charge the fee calculated.

Fees, Payment Terms & Timetable

We will usually provide you with a fixed fee or hourly rate based quotation for each specified piece of work, as such will be set out on your invoice in respect of that work.

Unless agreed to the contrary, any estimate of our fees or a fixed fee quotation does not include any disbursements, or the costs of any third party, which shall be added to our invoices.

Where information is provided later than agreed in the key dates schedule an additional fee may be charged to ensure that the deadline for completion and submission of the information is met.

Any work to be carried out beyond that in a fixed fee quotation will be charged at our normal hourly rates, details of which are available on request. We reserve the right to increase our hourly rates at reasonable intervals (at least annually), without notice. Please contact us at any time if you would like the current list of hourly rates.

Any fees quoted or estimated are stated exclusive of VAT, which shall be added to our invoices if and when VAT is chargeable.

We may request from you one or more payments on account of our fees and disbursements.

Invoices for our fees will be issued to you at appropriate intervals in accordance with the agreement and payment plan if applicable. We will hold your preferred payment method on file and we are authorised to charge against your card for any additional services taken out.

We may agree to spread payment of your fees by way of monthly payments by our AutoPay Agreement – over a period of up to one year. Any monthly AutoPay agreed between us will be calculated with the expectation that your payments will be sufficient to settle the invoiced amount upon completion of the assignment to which the AutoPay relates. Where, during the course of an assignment, it becomes necessary to revise the estimate of fees, we shall explain the revised estimate to you in writing, and with your agreement charge the card held on file via AutoPay

In any situation where our fees are expected to be paid by a third party, until those fees have been paid in full, you shall remain liable for our fees.

Our fees will usually be increased in accordance with annual inflation once a year.

We base our fees on a combination of the value of the service, the level of skill, responsibility required and the time spent undertaking the work. We will take monthly/annual, non-refundable, subscription/instalment payments via our preferred card processing service (Stripe or such other third-party supplier as we may

nominate.)

If the monthly payment fails for any reason, multiple attempts will be made to continue to take the Fee via our secure terminal provider.

Any extraordinary conditions, not explicitly listed within the discussion of the item may be liable for further charges.

In the event that you breach any of these Terms, we shall have the right to immediately suspend the provision of Information and Services without notice. You shall indemnify us, on demand, against all reasonable costs, charges or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit and loss of reputation) arising directly or indirectly from your failure to perform or delay in the performance of any of your obligations under this Agreement, and/or from your fraud or negligence.

By accepting our terms and conditions, you agree the services are financially viable for your business and the funds are available to pay for a minimum of 12 months.
Please do not enter this contract if you have not considered the full value of it and are unprepared to commit to the total value of the Fees, as outlined in the Proposal.

Overdue Amounts

If, for any reason, your payment provider declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate your use of the Platform and/or delivery of Services and may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

We reserve the right to stop work on your affairs entirely where any fees due from you remain outstanding.

We reserve the right to charge interest on all late payments. Where applicable this will be charged under the Late Payment of Commercial Debts (Interest) Act 1998. Any invoices that required chasing due to late payment will include a £95 + VAT administrative fee for each overdue invoice.

In respect of a client that is not a natural person, where that client is unable or unwilling to settle our fees, or where fees are overdue (as described above), you hereby acknowledge and agree that as a separate and independent obligation (or parent entity) who gave us instructions to be the Guarantor and guarantees the due and punctual performance and payment of all obligations and/or payments due from or arising under or in connection with the Contract.

If this clause is or becomes, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified Elevale in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands, and expenses suffered or incurred by us arising out of, or in connection with, any failure by you to perform or discharge the obligations under the Contract., and we shall be entitled to enforce any fees due against them. If an account is in default the Nominated Individual of the Company will be held personally liable for the total fees outstanding.

If you do not accept that an invoiced fee is fair and reasonable you must notify us within 48 hours of receipt, failing which you will be deemed to have accepted that payment is due.

Even if we delay in enforcing this Contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that does not mean we cannot do it later.

Default

Accounts unpaid 14 days after the date of invoice will be considered in default. If the Client in default maintains any information that Elevale Intellectual Property/files, Elevale will, at its discretion, remove all such material from its web space. Saint is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Clients with accounts in default, you agree to pay Saint reasonable expenses, including legal fees and costs for collection of payment and other expenses, incurred by Saint in enforcing these Terms and Conditions.

Payment Disputes

You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All Elevale determinations regarding your obligation to pay invoiced Fees and charges are final.

No Refunds or Credits. Except as described below, all Fees assessed by Elevale are non-refundable. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. Elevale does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Service. If you sign up for a Service but do not access the Service or Platform, you are still responsible for all Fees during the term of your subscription. Except as may be required by law, Elevale reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and Elevale’s determination of if and when to issue or deny a refund or credit is final.

Free of Charge (FOC) Hours

If you disengage from the contract within the first 6 months, at Elevale's discretion, any FOC hours can be charged at the hourly rate of the service provided.

Lien

In so far as permitted to do so by law and professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all assignments undertaken for you until all outstanding fees and disbursements are paid in full.

Advice

We will assist in implementing advice only where this has been agreed in writing.

Advice given is valid at the time it is given. If you are implementing plans yourself at a later date you need to confirm that there have been no changes in any relevant facts or to laws and regulations that will impact on the validity of the advice.

Advice given orally should not be relied upon unless confirmed in writing.

Advice given by a non-principal should not be relied upon unless confirmed in writing by a principal.

Any advice given is for the use of the addressee of the engagement letter only. We accept no responsibility to any party who is not a party to this agreement.

Any advice given to you should not be passed to a third party without our express permission.

Any advice can only be used for the purpose for which it is given.

You acknowledge and agree that there is no contract between You and any director, member, employee or consultant of us (“Our Representatives”). Any advice given to you, or any other work done for you, by any of our Representatives, is given or done by that person on our behalf and is not in his or her individual capacity and no such person assumes any personal responsibility to you for advice or work.

Delivery of Our Services

You agree to provide full and accurate information necessary for us to advise in relation to your affairs. We will rely on the information and documentation being true, correct and complete, and will not, (unless agreed otherwise in writing) audit the information or those documents. We are not responsible for any inaccuracies in the information provided to us by you or third parties, and our advice is based on that information.

If we ask for information to be provided to us by a specific date, we shall not be responsible for any losses arising if you provide information after that date. We strongly recommend that you instruct us sufficiently in advance so that we have time to give properly considered advice prior to any deadline.

If you delay in providing information to us, such that we are unable to provide the agreed services, we may seek to resign from the engagement. As a result we will not be liable for any liabilities for any delays. We reserve the right to charge an administration fee of £150 per week for any late information that requires additional follow ups.

You authorise us to approach such third parties as may be appropriate for information that we consider necessary to perform the engagement

Where we engages a Third Party Supplier to provide goods and/or services to the Client then, for the avoidance of doubt, we will be acting as the Client's agent and not as principal in such engagement and the Client hereby authorises Elevale to enter into contracts on the Client's behalf in its capacity as the Client's agent. Unless otherwise agreed between the Client and Elevale, We shall advise such Third Party Supplier that Elevale is merely acting as the Client's agent in respect of the relevant contract or proposed contract and any contract in respect of the provision of goods and/or services shall be between the Client and the Third Party Supplier. All acts done, decisions made and documents executed by Elevale in good faith in the purported exercise of the powers of agency conferred by these Conditions shall for all purposes be valid and binding on the Client and his successors. The Client hereby undertakes to ratify and confirm everything that Saint shall do or cause to be done in pursuance of the powers of agency conferred by these Conditions and to save, indemnify, defend and hold harmless Elevale and/or Elevale Personnel from and against all claims, losses, damages, costs (including legal costs), Expenses and liabilities arising from the exercise, or the purported exercise, in good faith of any of the powers of agency conferred by these Conditions.

Subject always to our liability section, where a particular Third Party Supplier was not specifically requested by or agreed to by the Client in relation to the provision of the goods and/or services in question but was instead selected by Elevale for those purposes, we shall use its reasonable endeavours to ensure that such Third Party Supplier is competent to provide the relevant goods and/or services to a reasonable standard, providing always that (subject to our liability provisions) we shall not be liable to the Client if the relevant Third Party Supplier's performance, or the performance of a Third Party Supplier specifically requested by or agreed to by the relevant Client, falls below that standard. Unless otherwise agreed, the Client shall be responsible for obtaining from third parties (including, without limitation, any government or competent authority) any consents and/or permissions that may be necessary for:

the performance of tasks by Elevale and Elevale Personnel; or the provision of goods and/or services by a Third Party Supplier;

without Elevale and/or the Third Party Supplier (as applicable) acting in contravention of any applicable law or in breach of any contract.

Any timescales advised by Elevale to the Client from time to time for commencement or completion of any of the Services are approximate only and time shall not be of the essence of the Contract in respect of the performance of the Services by Elevale.

Unforeseen Circumstances. Save in respect of any obligation under the Contract to make any payment, neither party shall be liable for any delay in performing any of its obligations hereunder if such a delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations. Such delay shall not constitute a breach of the Contract, provided however that if such delay continues for a period in excess of 60 days, the party not in delay shall be entitled to terminate the Contract forthwith by written notice to the other party.

Notwithstanding the foregoing, Elevale reserves the right to decline to comply (without explanation) with any Request made by the Client to Elevale in circumstances wherein Elevale's sole discretion and acting reasonably, such as but not limited to:

Compliance with such Request would place unreasonably high demands on Elevale having regard to the number of personnel available to Elevale at the time such Request is made and/or the interests of other clients of Elevale ; Compliance with such Request might place Elevale Personnel at risk of physical harm; Compliance with such Request would be detrimental to the public image and/or reputation of Elevale or any individual or organisation related to Elevale or its group of Companies; Compliance with such Request would be contrary to any rule of law, order of a court of competent jurisdiction or rules of any relevant regulatory authority; Elevale has advised the Client that he/she will require to supply Elevale with sufficient funds

to enable Elevale to pay certain costs and Expenses which Elevale anticipates incurring in the course of performing the Services which are the subject of such Request and the Client is yet to provide Elevale with such funds

There is no guarantee that you will earn any money using the techniques and ideas in the materials on the site, or any products or services provided or in live training sessions. examples in these materials are not to be interpreted as a promise or guarantee of earnings. earning potential is entirely dependent on the person using our products, ideas, and techniques. we do not purport any of our products to be a "get rich scheme." any claims made of actual earnings or examples of actual results can be verified upon request. your level of success in attaining the results claimed in our materials depends on the time you devote to our programs, ideas, and techniques mentioned, your finances, knowledge, and various skills. since these factors differ according to the individual, we cannot guarantee your success or income level, nor are we responsible for any of your actions. All forward-looking statements here, or on any of our sales materials, are intended to express our opinion of earnings potential. many factors are important in determining your actual results and no guarantees are made that you will achieve results like ours or the testimonials of our customers. in fact, no guarantees are made that you will achieve any results from the ideas and techniques in our materials, or services provided pursuant to these materials.

Non-Attendance Policy

Client agrees that it is the Client's responsibility to notify Elevale 48 hours in advance of the scheduled calls/meetings. Elevale reserves the right to bill the Client for a missed meeting. Elevale will attempt in good faith to reschedule the missed meeting. Failure to attend/contribute/communicate will result in that month's appointment fee not being held on account and is agreed to be donated to Saint Ambassador for charitable causes.

Intellectual Property Rights

We will retain all copyright in any document we prepare for unless the law specifically provides otherwise.

Win respect of any documents, materials, computer files, data, reports, information and computer programs provided by the Client to Elevale in contemplation of the Contract (Client Provided Materials), the client hereby grants to Elevale (and/or will procure that Elevale is granted) a non-exclusive, royalty-free, transferable, sub-license, irrevocable licence to use, copy, modify, distribute and do all such other acts and things as Elevale may (acting reasonably) consider necessary with such Client Provided Materials to enable us to perform our services.

Internal Disputes

Our client is the business. If there is a dispute between the owners and/or managers of the business we will continue to communicate with the Nominated Individual, but will copy in all persons whose email details have been provided to us.

If conflicting advice, instructions or information are received from different individuals at the client, we will refer all matters to the board of directors/partnership/LLP/spouses (as appropriate)and will take no further action until the client has confirmed the course of action to be taken as an entity.

Limitation of Liability

We will provide our services with reasonable care and skill. Elevale entire liability under this agreement, and the Client’s exclusive remedy, shall be limited to 7.5% of the amounts paid by the client toElevale under this agreement arising from the services, whether arising in contract, tort, breach of statutory duty.

Elevale can not be held financially liable in any way with regard to the services provided. We shall not be liable to you for any indirect or consequential losses or damages which may be suffered (or any person claiming under or through Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

special damage, even though Elevale was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings, loss of business opportunity; loss of or goodwill; loss of or damage to data;

We will provide our services with reasonable care and skill. Elevale are in no way for any losses, damages, costs and expenses directly caused by our negligence or wilful default. Elevale cannot be held responsible for anything adversely affecting the Client’s business operation, sales, or profitability that might be claimed as a result of a service offered by Elevale.

If the performance of our obligations under this Agreement is hindered, prevented or delayed by any act or omission by you, your End Users, agents, sub-contractors or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such interference, prevention or delay.

Exclusion of Liability Relating to Non Disclosure or Misrepresentation Etc.

We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.

This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

Limitation of Third Party Rights

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

Exclusion of Liability for Loss Caused by Others

We will not be liable if losses, penalties, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

In particular, where we refer you to another firm for advice on matters outside the remit of our engagement, even if connected or related to the engagement, who you then instruct directly, we accept no responsibility in relation to the work carried out by that firm and will not be liable for any losses caused by them.

Indemnity for Unauthorised Disclosure

You agree to indemnify us and our agents in respect of any claim, including but not limited to any claim for negligence, (such indemnity to extend to all liabilities, costs, expenses, damages and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and including payment at our usual rates for the time spent by us in defending it, and all and other reasonable professional and management costs and expenses) arising out of any unauthorised disclosure of our advice and opinions, whether in writing or otherwise.

Limitation of Aggregate Liability

The Engagement Letter specifies an aggregate limit of liability, and that sum shall be the maximum aggregate liability of this firm, company or LLP, its principals, partners, directors, members, subcontractors or members, agents, consultants and employees (and of any former principals, partners, directors, members, subcontractors agents, consultants and employees) to all persons to whom the Engagement Letter is addressed and also to any other person that we have agreed with you may rely on our work.

You have agreed that you will not bring any claim of a kind that is included within the subject of the limit against any of our principals, partners, directors, members, subcontractors, agents, consultants, subcontractors or employees on a personal basis, or any former principals, partners, directors, members, agents, consultants, subcontractors or employees.

We will not be responsible for any Losses, which arise from or are relate to your acts and omissions, including where:

You do not act on the provision of our advice or do report in accordance with our suggested guidelines; You do not timely provide us any information or materials we request in accordance with the Contract; You provide us information or materials that is not true, accurate or complete; or You provide us information or materials that are misleading; or We cannot supply the Services because you did not secure our access to the appropriate personnel/Information/Documentation.

You agree to defend, indemnify, and hold Elevale harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable Solicitor fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to:

(a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers;

(b) any breach of or default under these Terms by you, your employees, agents, or customers;

(d) any negligence, gross negligence or wilful misconduct by you or your employees, agents, or customers;

(e) misrepresentations by you, your employees, agents, or customers

(f) violation(s) of applicable law by you, your employees, agents, or customers,

(g) your actions and the actions of your employees, agents, or customers;

(h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services,

(i) Taxes and other Fees and/or

(j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

If the performance of any of our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Customer Default”), in addition and without prejudice to any other remedy available by law or under the Contract:

We shall have the right to suspend performance of the Services until you remedy the Customer Default; We shall have the right to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays the performance of any of Our obligations; We shall not be liable for any Losses sustained or incurred by you arising directly or indirectly from Our failure or delay to perform any of our obligations You shall reimburse us on written demand for any Losses sustained or incurred by us arising directly or indirectly from the Customer Default.

We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence),breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

Our total liability to you in respect of any Losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sum of the Fees.

In no event shall Elevale be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from malicious code, loss of use, data or profit loss, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the platform or third party services or of any website referenced or linked to from the platform.

Further, we shall not be liable in any way for third party services or disruptions thereof, or third party promises and/or statements regarding our platform services or content or for transactions with the third party through the platform, including without limitation the processing of orders.

Any advice provided by Us is based on current legislation, case law and practice prevailing as at the Commencement Date. Our advice may, therefore, be affected by any subsequent changes in such law and practice. We will have no liability to you in respect of any retrospective or retroactive legislative changes which may affect the advice given.

Limitation On Time To File Claims

Any cause of action or claim you may have arising out of or relating to these terms or the platform must be commenced within three (3) months after the event giving rise to the action or claim occurred, regardless of when you knew or should have known about it; otherwise, such cause of action or claim is permanently barred.

This clause of the Terms of Business shall survive termination of the Contract

Period of Engagement & Termination

The start date our responsibility for assignments commences will be set out within your Schedule of Services.

Except as stated in the engagement letter, we will not be responsible for periods prior to the start date or where a start date has not been agreed.

Retention of Papers

We will return documents that belong to you when the assignment is complete unless specifically agreed with you. If we continue to hold records for you we will agree how they should be treated when we cease to act.

Agreed Further Services

Survival of Clauses

In the event that any part of the Contract is held to be invalid by any court having jurisdiction over the Contract, that condition may be deleted from these Terms & Conditions and the remaining conditions shall continue to be, to the extent that they are unaffected by the deletion, valid and binding on the parties hereto.

Force Majeure

The Company shall not be under any liability if it transpires to be either impossible or impracticable to carry out the services on the terms agreed for reasons beyond the control of the Company and particularly in the event of strike, uprising (declared or undeclared), industrial dispute, war, global IT/ Cyber or Banking failure, terrorism, lock-outs, epidemic, riot, civil commotion, crime, malicious damage, epidemic, pandemic nuclear or radioactive and or acts of God or compliance with any law or Government order or agents acting on behalf of the Government, rule, regulation or direction, the Information becoming unobtainable or its use no longer being permitted by operation of law or otherwise, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. The Client will settle in full for services to date immediately if the above is declared. The Company will return any prepaid payments at its discretion only when services return to normal.

Disclaimer

Elevale is a professional service support business which can include providing general information, forms, document templates and other items, subject to this Disclaimer and the other Terms and Conditions which you can see here.

Saint Financial Group is not a legal practice and our services do not constitute legal or other advice. Elevale takes reasonable steps to ensure that the information provided is accurate and up to date.

Elevale may amend any form, document template or other item or add, replace, or remove any form, document template or other item without notice.

The information, forms and document templates are designed and offered in good faith only to provide a guide for common situations.

Elevale furnishes both the information provided and its document templates, forms and other items without any express or implied representation, warranty, term or condition. If you have any questions concerning the appropriateness or use (for your intended or any other purpose) of any form, document template or other item made available by Elevale or the information contained on the website you must seek independent professional legal advice.

If you wish to use one of our templates to prepare a document but you are not going to be a party to it, you should first consider whether, under the Legal Services Act 2007, it is an 'instrument' and, if it is, whether it is lawful for you to prepare it.

Elevale has no involvement in, nor any responsibility or liability for any form, documents or templates used. Notwithstanding any other provision of either the Terms and Conditions or this Disclaimer, Elevale, its agents, employees, contractors and subcontractors will not be liable, whether in contract, tort (including negligence) or otherwise, for any special, direct, or indirect loss, damage, cost, expense, claim, demand or liability, or any loss of profit, revenue or anticipated savings, arising directly or indirectly from any omission from, error or defect in, or unsuitability of, any document template, form, information or other item available or from the possession, publication, use of or reliance on any such document template, form, information or other item, or for incorrect completion, alteration, use, filing of,or inability to use any such document template, form, information or other item.

The services and platform is provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Your use of our Services and Platform is at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. you agree that Elevale has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through our Services or Platform.

Without limiting the foregoing, we make no warranty that (a) the services or platform will meet your requirements, (b) the platform services or platform, timely, secure, or error-free, (c) the results that may be obtained from the use of the services or platform will be effective, accurate or reliable, or (d) the quality of the services or platform will meet your expectations or be free from mistakes, errors or defects.

You acknowledge that the internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree that Elevale is not liable for any changes to, interception of, or loss of your data while in transit via the internet or a telecommunications provider’s network.

Elevale makes no warranty regarding any transactions executed through a third party or third party services, or in connection with the platform, and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty that is provided in connection with any services or content available on or through the platform from a third party or through third party services is provided solely by such third party.

We reserve the sole right to either modify or discontinue our services or platform, including any services or features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure and the addition of free or fee-based services. any new features or services that augment or enhance the then-current services on this platform shall also be subject to these terms of service.

Sub-Contracting Services You acknowledge that on occasions, we may subcontract the supply of the Services to other professionals. If we subcontract the supply of the Services, you consent that we disclose any relevant aspect of your affairs (including Personal Data, as defined below, and confidential information) to them provided that they agree to comply with the confidentiality obligations in this Agreement.

IT Security You acknowledge that the internet is not secure and that there are risks if sensitive information is sent by you to us via electronic systems that you require us to access. If you request us to access any specific system so that we can receive any information or materials you shall provide us under the Contract, it is your responsibility to ensure that your arrangements in this regard are sufficiently secure and confidential to protect your interests, information and materials.

We are not responsible for any computer virus or damage to Your computer system arising from Our electronic communication with you; and we shall not be responsible for any Losses arising from the unauthorised interception, re-direction, copying or reading of emails including any attachments.

Any data sent by us by email is not routinely encrypted and so if you do not want us to use email as a form of communication with you or if you require data to be encrypted then you shall advise us in writing. We and you also agree that a party shall not use any confidential information otherwise than for the purposes of complying with its obligations under the Contract.

SCHEDULE OF SERVICES

Quick Queries Service

A Quick Query is something that can be raised and resolved within 10 minutes. Some Queries are simple at the outset, but are very technical in nature, or identify an opportunity to prevent a serious problem down the line, or make a tangible difference to your cashflow. We will always discuss potential costs with you upfront, before we commence any work.

Elevale

Any discrepancy arising due to unclear requirements will not be borne by Elevale. We will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.

Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs £30 per day.

Any bugs (programming errors) reported during or just after the development does not attract additional charges.

Any re-work on an already completed task will attract additional charges.

Any changes in the design after the design approval will incur additional charges.

Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately.

Under no circumstances will Elevale be liable for any delays caused by a change in the project brief.

Elevale standard rate is £85 per hour.

Any out-of-hours requirements are completed at a 2x rate.

Whilst we make every attempt to check unlawful content, we cannot be responsible for the Content accessed or made available to others through the Services. Elevale has the rights to refuse or remove any Content that is available via the Services. We may (but has no obligation to) remove Content and accounts containing Content that we determine in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that we determine in its sole discretion to: (a) be libellous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party's intellectual property). We do not permit verbal, physical, written or other abuse (including threats of abuse or retribution) of any Elevale customer, employee, member, or officer. Engaging in any such behaviour may at Elevale's sole discretion result in the immediate termination or your account. You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs, or "spam" messages through the Services. You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature ("Viruses") through the Services.

Search Engine Optimisation (SEO)

The following Terms and Conditions apply to all our SEO Services. These services consist of the provision of keyword research, site auditing and technical consultancy in order to improve client site ranking and share of voice in all major search engines across all digital formats.

Due to the competitiveness of some keywords and keyword phrases, ongoing changes in search engine ranking algorithms and other competitive factors, We can not guarantee where the Client will be positioned by the search engine for any particular keyword, phrase or search term.

The SEO Services may include optimisation or set-up work at the commencement of your campaign. You acknowledge that any such optimisation or set-up work will be performed in accordance with the Service and Invoicing Schedule included in the Proposal (and will usually be performed during the same calendar month as the Commencement Date unless stated otherwise in the Order Form). Set-up charges are payable in advance.

In performing SEO services, Elevale does not have control over the exact positioning and traffic of search results, search engine result algorithms, or other factors, and therefore cannot guarantee any exact positioning of Search Content on search engines or other results. The client also acknowledges that search engines may take two (2) to four (4) months or longer to index new webpages or social media assets, and Saint can not be responsible for such timing, and, occasionally, search engines will drop listings for no apparent or predictable reason. While we do our best to ensure that this does not happen and try to recover quickly if it does occur, we can not be held accountable as it is out of our control.

If the Client decides to submit to a directory that requires a fee and/or pursue paid linking opportunities, the costs will be passed through directly to the Client and are incremental to any approved fixed fees. The client shall be responsible for implementing code changes to the Client's website required in connection with search services unless the Client is with us for our Web Maintenance Service.

Elevale is not responsible for the Client's overwriting SEO work to Client's website(s) (e.g., Client webmaster making changes and uploading over recommendations already provided).Client website migrations and/or website redesigns that occur while services are being performed may affect such services. Elevale shall not be responsible for any delays, service disruptions, degradation in service or inability to perform due to Client website changes, and Client shall pay any additional costs or fees reasonably required to perform the previously agreed services in light of the changes.

Client shall be solely responsible for approving relevant and appropriate keywords, titles and descriptions and content (“Search Content”) relating to SEO products or services. Client will review all such Search Content and confirm the legality, accuracy, completeness and propriety of such material and will also be responsible for the determination of infringement or non-infringement of any trademarks or service marks provided by Client.

You will be invoiced in advance in accordance with the Services and Invoicing Schedule which forms part of the Order Form. Invoices will be issued and payable at the beginning of the month with the exception of the first month of the Agreement when invoices will be issued according to the Commencement Date. Elevale can not be held financially liable in any way with regard to your website ranking on the search engines.

This is a monthly service.

Blog Strategy Planning

We make no representation and give no warranty as to the accuracy or quality of the information received by any person. The information provided within the blog strategy is aimed to provide you with valuable intel and an appropriate plan to assist with the development of your blog, however, we will not be liable for any damages or losses if incurred.

This is a one-off service.

Article Production

You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts). You do not have the right to resell any blogs or content which is provided.

This is a one-off service per quantity purchased

Google Workspace

Monthly service by signing up G Suite, you are confirming the terms and conditions in which Google represents.

This is a monthly service.

Social Media Management

What this includes:

Elevale will require access to your social profiles which are agreed upon. This may include account usernames, emails or passwords. We will not disclose such confidential information, however, in the event of unauthorised access to your account, we can not be held accountable

You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. We encourages you to use a "strong" password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. we will not be responsible for any loss or damages resulting from your failure to comply with this obligation.

While Elevale will hold to representing your business in a positive manner, we can not be liable for the publication of any form of a post on your social platforms. Each and every post will be authorised by the client before scheduling. It is the responsibility of the client to determine whether the posts are in the best interest of their business.

You acknowledge that Elevale can not make any guarantee that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

The Social Media Management service does not include the separate service of "Social Media Advertising" - Advertising campaign setup / management nor budget spending are associated with this service.

Adhoc Posting

Adhoc posting is the process of requesting social post creation on an impromptu basis. Ad Hoc postings are to be kept "within reason" per month. To prevent abuse of the ad-hoc posting benefit, there is a maximum limit applied at Elevale discretion. We do encourage ad-hoc posting of on-the-job images, job updates, company news and so on.

We require this information to be provided to us in order for posts to be made and as much as we try our best to get this information, it is your ultimate responsibility to provide this us without prompt.

This is a monthly service.

Email Marketing - Creation

Scope of Services: The service provider will create and design email marketing campaigns based on the client's specifications and requirements.

Client Responsibilities: The client will provide necessary information, content, and any specific requirements for the email campaigns. Timely response and approval for content drafts and design proofs are essential for the efficient execution of the campaign.

Approvals and Revisions: The client has the right to review and request revisions to the email campaign drafts. A number of 3 revisions included in the service package, with additional revisions incurring additional charges.

Content Ownership: The client retains ownership of all content provided for the email campaigns.

This is an upfront service per email campaign creation.

Email Marketing - Management

Elevale will be sending campaigns from an email of your choice, Elevale does not need direct access to this email account.

Elevale is not liable to the publication of any form of email campaign. Each and every post will be authorised by the client before scheduling. It is the responsibility of the client to determine whether the posts are in the best interest of their business.

You acknowledge that Elevale makes no warranty that the Email Marketing Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

The delivery or receipt of Emails to any Recipient cannot be guaranteed and is dependent upon complete, full and accurate Lists and LogIns from the Customer (including but not limited to, up to date email addresses), upon suitable internet availability or connectivity by the Recipient and on various anti-spam and junk mail policies adopted by the Recipient or ISPs. Whilst the Company will provide the Service in accordance with the terms of the Contract, the Company makes no representations or warranties whatsoever about the speed or proportion of Emails sent that will be delivered.

It is the Customer's obligation and responsibility to check, and where Managed Mailing Services are to be provided, approve all Emails (and send test Emails) prior to sending Emails to Recipients to ensure that the Content is correct, displayed accurately and to ensure that all links within such Content operate correctly.

The Company shall have no liability whatsoever for any errors in any Emails. We make no representation and give no warranty as to the accuracy or quality of the information received by any person. The information provided within the consultancy is aimed to provide you will valuable intel and an appropriate plan to assist with the development of your email marketing campaigns, however, we will not be liable for any damages or losses if incurred.

Revisions do not carry over and are held on a monthly basis, once that month has ended, any remaining revisions will be lost. Any additional revisions to be made within the period will be charged at the default rate of £85 per hour.

Elevale can not be held financially liable in any way with what you do with the email campaign or the content within it.

Compliance with Laws: Both parties will adhere to applicable laws and regulations regarding email marketing, including anti-spam laws.

The client is responsible for obtaining necessary permissions and ensuring compliance with data protection regulations.

Delivery and Scheduling: The service provider will deliver the final email campaigns on the agreed-upon schedule. Delays caused by the client's late approvals or requests for additional revisions may impact the delivery timeline.

This is a monthly service.

Email Marketing Strategy

We make no representation and give no warranty as to the accuracy or quality of the information received by any person. The information provided within the email marketing strategy is aimed to provide you with valuable intel and an appropriate plan to assist with the development of your business and email campaigns, however, we will not be liable for any damages or losses if incurred.

This is a one-off service per email campaign

Public Relations

The Service provided by the Elevale aims to assist clients in managing and developing their public relationship profile, including but not limited to media relations, reputation management, crisis communication and overall brand perception enhancement. The specifics of the Service, including any additional features, may vary depending on the package or agreement entered into between the client and the Company. This will be outlined at the start of the service kickoff.

Elevale will require access to your social media (and other) platforms in order to carry out this service. We can operate on a personal or organisational level.

While the Elevale will make reasonable efforts to provide a high-quality service, it does not guarantee any specific results or outcomes. The Service may be subject to limitations, delays, and other issues beyond the Elevale control, including but not limited to technical issues, internet connectivity, and third-party service providers.

Our PR service is based on your PR Strategy Developed by Elevale , our service is based on hours charge only, any additional charges will be paid directly by you i.e. sponsorships, article entries etc.

Business Development Strategy.

These terms refer to the Elevale Business Development Strategy.

The service includes the development of a tailored business development strategy for the client's construction business.

The client agrees to provide accurate and up-to-date information about their business, target audience, and competitors to facilitate the development of an effective business development strategy.

All information provided by the client will be treated as confidential and will be used solely for the purpose of providing the business development strategy service.

The client acknowledges that the business development strategy developed by Elevale is based on industry best practices, but results may vary depending on various factors, including market conditions and the client's adherence to the strategy.

Elevale retains the intellectual property rights to the business development strategy developed until the final payment has been received.

The client may use the strategy exclusively for their business but may not reproduce, distribute, or sell it without prior written consent from Elevale.

The client agrees to pay the agreed-upon fees for the business development strategy service prior to the development of the Strategy itself.

Any additional services or revisions requested by the client beyond the scope of the initial agreement may incur additional charges, subject to mutual agreement. Any services discussed in the business development strategy are not included but are available for purchase from Elevale.

Elevale will not be held responsible for any direct or indirect damages or losses incurred by the client as a result of implementing the business development strategy. The client agrees to indemnify and hold Elevale harmless from any claims, damages, or liabilities arising from the client's use or misuse of the business development strategy or any other services provided. Elevale reserves the right to modify these terms and conditions with prior notice to the client.

This is a one-off service.

This service does not include the implementation of solutions/channels described within the strategy.

The business development strategy does not include the Strategic Quarterly Workshops - This is held under a separate service and is paid monthly. See next.

Strategic Quarterly Workshops

This service is only applicable to those who have paid (in full) and have been delivered a full business development Strategy. Every quarter (3 months) we will periodically update your business development strategy to account for any changes within the companies position and propose anything that needs to be accounted for moving forward.

Please note minor updates and adjustments that align with the existing strategy framework are included as part of the quarterly update. Any major changes requested by the client that fall outside the standard scope—such as a overhaul of the strategy, expansion into new markets, or restructuring of business goals—may be subject to additional fees. Major changes will be assessed on a case-by-case basis, and a proposal for additional costs will be provided before any work commences. If major changes are required, a new strategic plan may need to be developed, which will be treated as a separate service and priced accordingly.

There is a 12 month contract for the Quarterly Workshops.

This contract ("Agreement") shall be in effect for a period of twelve (12) months, commencing from the date of execution by both parties. Both parties agree to be bound by the terms and conditions outlined in this Agreement for the duration of the twelve-month term. In the event of termination by the Client, the Client shall remain responsible for all payments and obligations due under this Agreement until the termination date specified in the notice. Elevale shall have the right to invoice the Client for any outstanding fees or charges incurred up to the termination date, which shall be payable within the agreed-upon payment terms.

Access to the Elevale Quantive Dashboard (you agree to Quantive Terms of Service)

- One user is included within your subscription.

- Additional Users can be added at £12 per user.

- It is the clients responsibility to ensure the OKRs and KPIs are kept up to date.

Elevale Sealed System

Services Overview: The Elevale Sealed System development services provided aim to enhance the customer journey from initial contact to lasting engagement, improving the overall client conversion and retention rates.

Consultation and Analysis: Our team conducts a thorough analysis of the client's existing marketing framework, and the proposed strategies are based on the findings of this analysis.

External Works: The Elevale Sealed System is purely an analysis and structure development - Any external works that is not contained by point 2 (such as a website, brochure and so on) are not included in this cost.

Client Cooperation: The client agrees to provide necessary information and access to relevant marketing materials for the successful execution of the service. Any delays caused by the unavailability of required resources may impact the project timeline.

Confidentiality: Both parties agree to maintain the confidentiality of any sensitive information shared during the course of the project. This includes but is not limited to business strategies, customer data, and proprietary techniques used by either party

Liability: While we make every effort to develop an effective Elevale Sealed System, we do not guarantee specific business outcomes or financial results. We are not liable for any direct or indirect damages resulting from the implementation of the marketing strategies, as the effectiveness of marketing efforts can be influenced by various external factors.

This is a one-off service.

Company Branding

Any complexity related to specific tasks must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by Elevale . Elevale will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.

Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs. Any bugs (programming errors) reported during or just after the development does not attract additional charges. Any re-work on an already completed task will attract additional charges. Any changes in the design after the design approval will incur additional charges. Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately. Under no circumstances will Elevale be liable for any delays caused by a change in the project brief.

There are 3 rounds of revisions per branded item.

*New components that are not described in the scope of the work will be assessed in a new estimate.

This is a one-off service.

Social Profile Creation

This service only consists of setting up the page, any advanced configuration is your responsibility. This is a one-off service and does not benefit any continued support after the property has been transferred.

This is a one-off service.

Social Media Management - Basic Care

1. Service Eligibility

This Social Media Management - Basic Care service is exclusively available to clients who are subscribed to The Momentum Engine CRM.

2. Service Scope and Limitations

The service is capped at a maximum of 4 social media posts per month. Posts include basic graphic adjustments only, such as photo lighting adjustments, colour corrections, and the addition of the client’s brand logo. Advanced graphic design services are not included. Should advanced design work be required, it will be charged separately at the standard

Elevale Rate.

3. Content Requirements

Clients are responsible for providing the content (including images and text) a minimum of 5 working days before the scheduled post date. Elevale reserves the right to request modifications to provided content if it does not meet platform standards or brand alignment.

4. Posting Schedule

Elevale will provide a scheduled day for when posts will be published i.e. every Tuesday (although limited to 4 posts a month).Elevale may adjust the posting date as needed due to factors such as public holidays, internal scheduling needs, or other situations that may not require prior disclosure to the client.

6. Social Media Account Access and Posting Permissions

By agreeing to this service, the client permits Elevale to access their social media accounts for the purpose of publishing agreed-upon content. Access is granted without the need for additional permissions for each individual post.

While Elevale will make every effort to ensure the security of the client’s accounts, the company cannot be held liable for any unauthorised access, security breaches, or other incidents related to the social media accounts.

Although prior approval for each post is not required, Elevale will request the client’s approval on content where possible. By default, posts will be scheduled and published according to the agreed-upon content and timing.

6. Additional Provisions

Elevale will not be responsible for the performance of individual posts, including, but not limited to, engagement levels, reach, or follower growth. The client is expected to ensure all provided content abides by relevant laws, including copyright, privacy, and intellectual property regulations.

The client retains ownership of any original content they provide. However, by providing content to Elevale, the client grants Elevale a non-exclusive, royalty-free, and worldwide licence to use, modify, and distribute the content for the purposes of this service.

Elevale reserves the right to adjust the scope or features of the service based on platform changes, industry trends, or technical requirements. Clients will be notified in advance of any significant changes.

Service availability may vary due to scheduled maintenance or unforeseen technical issues. Elevale will make reasonable efforts to inform clients in advance of any disruptions.

Web Development & Design

Any complexity related to specific tasks must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by Elevale. We will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.

Any delays at the client’s end, may delay the project and proposed timeframes and may incur additional costs. Any bugs (programming errors) reported that occur within the project does not attract additional charges. Any re-work on an already completed task will attract additional charges. Any changes in the design after the design approval will incur additional charges. Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately. Under no circumstances will Elevale be liable for any delays caused by a change in the project brief.

Client Review

Elevale will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Elevale otherwise within 14 days of the date the materials are made available to the Client.

Web Browsers

Elevale makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Microsoft Edge, Google Chrome, etc.). The client agrees that Elevale cannot guarantee correct functionality with all browser software across different operating systems. If you require testing to be done on any other browser, please let us know in advance.

Elevale cannot accept responsibility for web pages which do not display acceptably in obsolete versions or new versions of browsers released after the website have been designed and handed over to the Client. As such, Elevale reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Domain Names

Elevale can purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment by the client is not the responsibility of Saint. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

All domain registrations and renewals are to be paid in advance.

Expiration of a domain can result in service disruption and loss of the domain. Elevale will not be responsible if a domain expires due to non-payment / late payment of the charges. All payments must be made by seven working days before the expiry date.

It is the client’s responsibility to renew their domain names with us.

All invoices and dues must be paid in full before we release the requested domain name.

Elevale has the domains in a common pool account and therefore cannot give access to its domain control panel.

Elevale offers packages in coordination with third-party providers. Changes to the third-party provider’s rules and policies may ultimately affect the services we provide or the terms and conditions herein.

Project Terms

Clients to ensure that we have included all requirements in the quotes/proposals/estimates and that we fully understand their requirements. Clients must provide us with clear guidelines along with the flow or specific details they may require. When such details are not provided, we will proceed with our understanding of the requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your website development and ensure that you have been quoted on the right requirements.

Any discrepancy arising due to unclear requirements will not be borne by Elevale. Please note that at any stage during the project, stalling of the project for over two calendar months will incur£135 per day administration costs. Furthermore, it may increase the previously approved estimates. If you require the project to be put on hold, please advise us in writing in advance.

To put the project on hold without incurring additional charges, we will need the account to be up to date based on the work done.

Further details can be discussed if such a situation arises.

Elevale software codes (not including open source software) are copyrights of Elevale. The codes can be handed over at an additional cost for use once all previous invoices are settled, on the condition that the codes are used only for use or modification for re-use for further development for the specified client or subsequent owners of that legal entity. Under no circumstance, the codes will be allowed to be used for re-selling or duplication purposes. Depending upon the functionalities required, there may be 3rd party components such as Third-Party Payment Gateway or SSL certificates involved in building a website/application. Although Elevale does its best in recognising the suitability of any such component, any unforeseen limitations of 3rd party components are beyond our control. Any third-party component purchase costs (such as SSL, Payment gateway, Google Adwords, Plug-in licences etc) are not included in our quotes.

Notwithstanding any other provision in the agreement, in consideration of the Customer entering into this agreement with Elevale, upon full payment of any outstanding invoices, Elevale will grant an unconditional licence to the Customer to reproduce, publish, communicate, use, exploit, vary, or otherwise deal with 1) the graphics, 2) texts and 3) images used in the published website and associated of form and functionality. This will not include the intellectual property relating to the production of the website including the digital strategies, programming codes, database structures, scripts, forms or functionalities.

Post-Placement Alterations

Elevale cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Elevale the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Elevale permission and rights for use of the same and agrees to indemnify and hold harmless Elevale from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Elevale that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Elevale is not accountable or responsible for the use of unlicensed copyrighted images, even if they are uploaded to the website by the Elevale team. However, we will always advise the use of purchasing stock images from various stock image providers.

Hosting

Where clients decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development.

Please note that we’ll require full access with hosting support for testing and deploying the application. Elevale will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.

If your website/application is not hosted on a Elevale server, any additional hours that may be required due to any server or network related issues are not covered in our quotes and may be charged separately.

It is the client’s responsibility to renew the hosting in time ie. before the expiry date. Failure to renew in time can lead to loss of files, data, emails, backups etc. All unpaid hostings are disabled or deleted from the server.

Hosting is on shared and non-shared servers hosted via third-party providers. Elevale ensures best to our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such a situation arises.

If the hosting is not paid and renewed before the expiry date. We reserve the right to disable the hosting and all associated services including emails and dns records. Additional charges will be applicable to re-enable the hosting. Elevale will not be responsible for any loss of data, files, emails, backups, restoration costs etc.

If a hosting has been cancelled / disabled then all files, emails, databases and backups will be deleted from the server without any notification to the client.

Once all invoices are paid, it is the client’s responsibility to request the files subject to the below:– Elevale CMS is a proprietary CMS of Elevale Worldwide. Elevale owns copyrights of all codes written for any client unless arrangements are made prior to the start of the project. Elevale warrants a licence to use any custom-built software for the client, for their use only. This licence is granted while paying for the hosting.

Elevale CMS cannot be transferred to any external host; this includes any access to the software codes. FTP and Control panel access is not provided if the website is using Elevale CMS.

Elevale is a proprietary CMS of Elevale Worldwide and cannot be transferred to any external host. Design Credit - A link to Elevale will appear in either a small type or by a small graphic at the bottom of the Client’s website.

This is a one-off service.

Webflow Implementation (Main Pages)

When bringing a website from design to development, there is potential for limitations to be met. Sometimes when designing a site on software, the capabilities vary to the capabilities of what can be achieved on the web. Therefore projects may be changed to better suit the online conditions.

Webflow Implementation (Sub Pages)

Elevale will not be doing any live chat monitoring/answering.

Website Maintenance

Elevale is not liable for any of the content uploaded to the CMS. Monthly analytics and speed tests are subject to change dependent on variables not in Elevale control.

The Website Maintenance service encompasses several key components, including speed checks to monitor website performance, web audits to assess functionality and security, and regular checks to ensure the website is live and operational. With this service, you are entitled to 0.5 hours of maintenance work per month, which may involve website development tasks, uploading content, or making minor changes such as switching out images. Should any additional work be required beyond the allocated 0.5 hours, it will be chargeable at the Standard Elevale rate.

The Client agrees to provide all necessary access to their website and any relevant materials required for the execution of the Service. The Client is responsible for ensuring that all content provided complies with legal and copyright requirements.

While we strive to ensure the website is running smoothly, Elevale does not guarantee uninterrupted service or that all issues will be resolved immediately. Elevale shall not be liable for any indirect, incidental, or consequential damages arising from the use of the Service.

GDPR Compliance

The documents are produced and managed at a solicitor's standard, however, Elevale cannot be held accountable for any of the documents provided.

Scope of work only includes that following:

- Cookie Consent Policy

- Cookie Content Banner

- Privacy Policy

All custom-built text to the variables of your website and use of third-party services such as Google Analytics or Google Ads. Continuous monitoring of major legislations and keeping all documentation up to date

Momentum Engine CRM

Certain features of our CRM services may require payment of fees on a variable basis. You agree to pay all applicable fees as specified. Failure to pay fees may result in the suspension or termination of your access to the CRM services. A breakdown of the additional charges required are listed here and form part of the T&Cs.

Age Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "Minor") create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor’s use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.

Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms.

Intended Use. You may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use of the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and customers and confirm that all employees, agents, and customers understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to Elevale , including, but not limited to, any code provided to customize the Platform for your customers; (vii) You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform; and (viii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider

Privacy. By using the Platform and providing Information on or through the Platform, you consent to Elevale use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that Elevale has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by Elevale. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorised by you. You agree to notify Elevale immediately of any unauthorised access to or use of your Platform Account or Login Credentials or any other breach of security. Elevale reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Elevale's opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorised users from accessing your Platform Account with your Login Credentials.

Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. Elevale is not responsible for your compliance with laws and does not represent that your use of our services or the platform will comply with any laws. All communications, whether SMS, MMS, email or otherwise, are approved by you and/or your customers, whether generated by You or sent automatically via the Elevale at your direction.

Third Party Services. The Platform may leverage or include access to Third Party Services. Elevale is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Platform Account, certain features or functionality (such as LeadConnector phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and Elevale is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), Elevale reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability and recharge any incurred fees. Elevale disclaims all liability related to outages or downtime of Third Party Services.

Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of Elevale. Elevale is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

Customisations. Portions of the Platform may be modified by you, incorporating your name, logo, trademark, and colour scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with you. You acknowledge that you may not be able to customise the Platform according to your unique branding to the extent that your customisation would appear to be independently developed. Elevale may remove any of your modifications at any time without advance notice and without liability to you.

Excessive Use Restrictions. We provide access to the Platform on a fixed price basis, and some clients can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in Elevale sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform or if Elevale operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.

Platform Updates. We reserve the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on Elevale delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any third-party services.

International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. Elevale makes no representation that materials on the Platform are appropriate or available for use in locations outside the United Kingdom. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United Kingdom, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited

Prohibited Uses

The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of this Agreement for which Elevale may immediately suspend or termination your Platform Account in accordance with these Terms:

Use of the Platform in any way that violates any applicable law or regulation. Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way. Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms. Use of the Platform to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation. Impersonating or attempting to impersonate Elevale, a Elevale employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform

Engaging in any conduct that would may, as determined by Elevale, harm Platform users or Elevale, or expose either to liability. Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform. Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform. Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without Elevale’ prior written consent. Use of any device, software or routine that interferes with the proper working of the Platform. Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. Attempting to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform. Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack. Otherwise attempting to interfere with the proper working of the Platform.

Fees Your use of the Platform is subject to the timely payment of all Fees. Fees may change from time to time. All Fees are exclusive of Communication Surcharges. You will pay all Communications Surcharges associated with your use of the Platform. Communications Surcharges will be shown as a separate line item on an invoice. All Fees and Communications Surcharges are non-refundable. Fees will be billed to the credit card we have on file. Fees for subscriptions will be billed in advance of Services. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change.

This is a monthly service.

Noncancellable Fees Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be cancelled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.

Ad-hoc Duties - Elevale Rate

Ad-hoc duties refer to any tasks or responsibilities requested by the Client that fall outside of a predefined “project” scope. These duties will be billed at an hourly rate as specified below.

Elevale Rate

The rate for all ad-hoc duties is £85 per hour.

This rate will apply to any tasks that are not formally documented or agreed upon as a specific project.

Billing Increments of the Elevale Rate

The Elevale Rate is calculated in increments of 15 minutes.

Time spent on any ad-hoc duty will be rounded up to the nearest 15-minute increment for billing purposes. For example, if the duty takes 35 minutes, it will be billed as 45 minutes.

Changes to the Rate

Elevale reserves the right to review and adjust the hourly rate, and any changes will take effect immediately.

Intellectual Property

Platform Content. The Platform and Platform Content are the property of Elevale or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. Elevale grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive licence to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Elevale’ is strictly prohibited.

Feedback. If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and Elevale has no obligation to use the Feedback. You grant Elevale and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free licence to use any Feedback you submit to Elevale without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The licence includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, licence the Feedback, and all rights therein, in the name of Elevale or its designees throughout the universe in perpetuity in any and all media now or hereafter known. You represent that the Feedback is your own original work, you have all necessary rights to disclose the Feedback to Elevale, and neither your disclosure of the Feedback nor Elevale's review and/or use of the Feedback will infringe upon the rights of any other individual or entity. If your Feedback is the subject of a patent that is pending or has been issued, You are required to disclose that fact to Elevale.

Feedback Waiver. You hereby irrevocably release and forever discharge Elevale from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Elevale with respect to the Feedback, including without limitation how Elevale directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at Elevale’s option and at your sole expense) to defend, indemnify, and hold Elevale harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which Elevale may incur as a result of use of the Feedback in accordance with these Terms.

If you believe that Your copyrights have been infringed, or that your intellectual property rights have been otherwise violated by a third party’s use of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the The Copyright, Designs and Patents Act 1988 and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to hello@elevale.co.uk (Subject line: “Copyright Takedown Request”) and mailed to the designated copyright agent address below.

Our designated copyright agent to receive Copyright Notices is:

Saint Financial Group Limited

Attention Copyright Agent

St Osyth Grange

677 St Johns Road

Clacton-On-Sea

Essex

CO168BJ

To be effective, the notification must be in writing and contain the following information:

An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;

A description of the copyrighted work or other intellectual property that you claim has been infringed

A description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;

Your address, telephone number, and email address;

A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law;

and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner's behalf.

We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes any intellectual property rights of others.

PRIVACY NOTICE

Our Privacy Policy is agreed upon with signing these conditions.

https://www.elevale.co.uk/legal/privacy-policy

AGREEMENT OF TERMS

The terms set out in this engagement letter, along with our terms and conditions and all schedules of services, shall take effect immediately upon you signing the confirmation or upon the commencement of work, whichever is earlier.

We will terminate the engagement should our sign on procedures not be satisfactorily completed in a reasonable timescale. You or we may vary or terminate our authority to act on your behalf at any time without penalty. Notice of variation or termination must be given in writing. If this letter is not in accordance with your understanding of the scope of our engagement or your circumstances have changed, please let us know.

The terms of this engagement letter and documents supplied with it form the entire contract between us and will be effective for future years unless we advise you of any change.

Upon agreeing with our services you confirm your agreement to:

The terms of this letter

The scope of the assignment

The attached schedules of service

The standard terms and conditions

The Schedule of Services set out in your invoice

The Nominated Individual is authorised to give instructions and information and to receive advice and work produced on your behalf by signing this letter.

Once it has been agreed, this engagement letter will remain effective until it is replaced, amended or we end the agreement.

We look forward to working with you.

This webpage is protected under Copyright© by Saint Financial Group Limited. All Rights Reserved. Elevale is a trading name of Saint Financial Group Limited. This page is confidential and should not be shared externally.

Hello@Saintglobal.co.uk

020 8187 4201