TERMS AND CONDITIONS

Local Exposure Limited

Company No. 6968703 | VAT No. GB975368959

Bridge Court, Bridge Street, Long Eaton, Nottingham, NG10 4QQ

1. DEFINITIONS AND APPLICATION OF TERMS

1.1 Parties

This Agreement is made between Local Exposure Limited (“Local Exposure”, “we”, “us”, “our”) and the person or organisation purchasing services from us (“Client”, “you”, “your”).

1.2 Business Client

For the purposes of this Agreement, Business Client means a Client acting wholly or mainly for purposes relating to their trade, business, craft or profession, including (without limitation) sole traders, partnerships, LLPs, limited companies and other organisations purchasing services for business use.

1.3 Application of Terms

These Terms and Conditions apply to all Clients purchasing services from us for business purposes.

1.4 Business Purpose Confirmation

By placing an order, accepting a Proposal, or instructing us to begin work, you confirm that you are purchasing the services wholly or mainly for business purposes.

1.5 Entire Agreement

This Agreement (together with any Proposal or written specification expressly incorporated into it) contains the entire agreement between the parties and replaces any previous agreements, understandings or arrangements relating to its subject matter.

2. WEBSITE, HOSTING & MAINTENANCE SERVICES

2.1 General

2.1.1

We will only carry out work when you give us consent, either verbally or in writing (including by email).

2.1.2

Where you place an order verbally, the order may be binding, but we may require written confirmation of scope, pricing and deliverables before commencing or continuing work.

2.1.3

We aim to provide websites, scripts and programs to a professional standard. However, we do not guarantee that any website, script or program will be completely error-free or uninterrupted.

2.1.4

You agree to provide all necessary materials (including text, images, branding assets and access credentials) promptly so that we can complete the work to the agreed standard and timetable.

2.1.5

Any work requested outside the original agreed scope (brief) may be carried out at our discretion and may be chargeable. If we provide additional work without charge, it remains outside the original scope unless otherwise agreed in writing.

2.1.6

We will not become involved in disputes between you and your customers, suppliers or other third parties unless separately agreed in writing.

2.1.7

If websites or applications are developed on hosting or server environments not recommended by us, you must provide all necessary technical information, access, support and cooperation required for development and deployment. For larger applications, you must provide a suitable testing environment materially equivalent to the production environment.

2.1.8

We reserve the right to refuse to handle or publish any material we reasonably consider offensive, unlawful, infringing, misleading or otherwise unsuitable. We may suspend or terminate affected services where necessary.

2.2 Data Privacy

2.2.1

Each party is responsible for complying with applicable data protection law in relation to its own activities.

2.2.2

Unless expressly agreed in writing as part of the service, we are not responsible for your compliance with legal requirements relating to privacy notices, cookie notices/consent mechanisms, marketing consents, or your website terms and conditions.

2.2.3 GDPR / UK GDPR

• Both parties shall comply with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018 (as applicable).
• You are responsible for obtaining any necessary consents and for having a lawful basis for collecting and using personal data from your customers/users.
• Where required, a data processing agreement can be provided upon request.
• Where we act as a processor in relation to your personal data, we will notify you without undue delay after becoming aware of a personal data breach affecting such data, in accordance with applicable law and our obligations.

2.3 Intellectual Property & Copyright

2.3.1

Unless we expressly agree otherwise in writing, the website design, graphics, video assets, 360 tours and programming code created by us remain our intellectual property.

2.3.2

Any scripts, applications or software written by us remain our copyright and may not be commercially reproduced, resold or sublicensed without our prior written permission.

2.3.3

We are not responsible for copyright infringement caused by materials supplied by you. You warrant that you have the necessary rights to use all materials you provide to us. We reserve the right to refuse materials where rights are unclear.

2.4 Testing

2.4.1

You are responsible for testing any application or programming developed by us before public launch. If bugs or errors are identified after launch, we may (but are not obliged to) correct them, subject to the original scope and any applicable maintenance agreement.

2.4.2

We aim to ensure websites and applications function correctly on the server environment on which they are first installed and display correctly on current versions of major browsers (including Microsoft Edge, Google Chrome, Mozilla Firefox and Safari). We cannot guarantee compatibility with all browsers, devices or software environments.

2.5 Hosting, Maintenance & Email

2.5.1

Depending on your service plan, basic website amendments may be included. We reserve the right to charge for amendments that fall outside what we reasonably classify as “basic”.

2.5.2

We do not guarantee uninterrupted availability of hosting, email, websites or online services. Availability may be affected by maintenance, third-party providers, software faults, cyber incidents or events outside our control.

2.5.3

We may retain backups of messages submitted via website forms for operational and support purposes. You may request that this functionality is disabled, subject to technical feasibility.

3. 360-DEGREE PHOTOGRAPHY & VIRTUAL TOUR SERVICE

3.1 Service and Programme Context

Local Exposure provides professional 360-degree photography and virtual tour creation services for publication on platforms including Google Maps. You acknowledge that Google’s former “Street View Trusted” programme (including related badge/branding) has been retired. Local Exposure continues to provide professional imagery and virtual tours using its experience, but does not operate under that retired programme branding.

3.2 Services and Ownership of Photographs

In return for the Service Fee:

3.2.1

We will take photographs (“Photographs”) and/or create virtual tours of the parts of your premises that you designate for publication.

3.2.2

Services may include standalone 360-degree photo spheres, connected virtual tours and tours created using platforms such as Matterport.

3.2.3

We will use reasonable commercial efforts to ensure the Photographs and tours meet prevailing technical specifications for publication on relevant platforms at the time of delivery/upload.

3.2.4

The Photographs and all copyright in them remain the property of Local Exposure. We grant you a non-exclusive, perpetual licence to use the delivered Photographs for your own marketing purposes (including on your website and social media), subject to this Agreement.

3.2.5

Where agreed, we will upload the Photographs and/or virtual tours to Google or another platform for publication in accordance with that platform’s terms.

3.3 Uploading, Processing and Platform Terms

3.3.1 Platform Terms

You acknowledge that third-party platform use (including Google) is governed by that platform’s own terms and policies, as updated from time to time.

3.3.2 Authorisation

You authorise Local Exposure to act on your behalf to upload Photographs and related content to agreed third-party platforms and to take the necessary steps to publish the content under your instructions.

3.3.3 Licence to Us

You grant Local Exposure a non-exclusive licence to use a reasonable number of the Photographs and/or screenshots of tours for portfolio, case study and marketing purposes.

4. BUSINESS VIDEO SERVICE

4.1 Video Delivery

We will provide the video via a YouTube link or another agreed delivery method/platform.

4.2 Creative Decisions

Unless otherwise agreed in writing, you accept our reasonable creative decisions regarding filming, editing, pacing, transitions, graphics and overall style.

4.3 Copyright

Unless stated otherwise in writing, we retain copyright in all original material created by us, including video recordings, graphics, soundtracks and artwork.

4.4 Usage Rights (Our Use)

We retain the right to use the original and edited video material for our own lawful purposes, including portfolio and marketing use, unless otherwise agreed in writing.

4.5 Additional Work

We reserve the right to charge for extra work requested after approval of the initial video, including substantial edits, re-shoots, additional versions or format changes.

5. CONTENT GENERATION SERVICE

5.1 AI-Generated Content Service

5.1.1

We provide AI-powered content creation services, including (but not limited to) blog posts, articles, social media content, website copy, marketing materials and product descriptions.

5.2 Content Review and Approval

5.2.1

You must review submitted content within 48 hours of delivery (or such other period as agreed in writing).

5.2.2

If content is submitted for approval and no feedback is received within the review period, we may treat the content as approved for workflow and delivery purposes.

5.2.3

You are responsible for reviewing and approving the factual accuracy and legal/regulatory compliance of the content prior to publication.

5.2.4

Revision requests must be reasonably specific and clear.

5.3 Service Limitations

5.3.1

We do not guarantee that AI-generated content will be entirely unique or original.

5.3.2

We do not guarantee specific search engine rankings, traffic levels, engagement metrics or performance outcomes arising from the content.

5.3.3

Content quality and output may vary based on the capabilities and limitations of the AI tools used.

5.3.4

You remain responsible for ensuring content complies with any industry-specific rules, standards or regulations applicable to your business.

5.4 Usage Rights

5.4.1

Subject to payment of applicable fees, you are granted rights to use approved final content delivered to you.

5.4.2

We retain all rights in our internal processes, prompts, methodologies and workflows used to create content.

5.4.3

You are responsible for any edits, adaptations or republication of the content after publication.

6. GOOGLE BUSINESS PROFILE MANAGEMENT SERVICE

6.1 Account Access Requirements

6.1.1

You must provide us with the necessary access and permissions for your Google Business Profile and any related accounts required to perform the service.

6.1.2

Access must be maintained throughout the service period.

6.1.3

You must notify us promptly of any changes to access details, permissions or account ownership.

6.1.4

Service interruptions caused by missing, revoked or restricted access do not suspend your payment obligations unless we agree otherwise in writing.

6.2 Core Services

Core services may include profile setup/optimisation, category management, location verification support, review management/response drafting, image organisation and profile information updates.

6.3 Additional Management Services

Additional services may include post creation/scheduling, review monitoring, photo updates/optimisation, performance tracking, competitor monitoring and local SEO support.

7. SEO & SEARCH ENGINE PERFORMANCE

7.1 Performance Limitations

7.1.1

Search engine performance is affected by many factors outside our control (including algorithm changes, competitor activity, market conditions and platform changes). We therefore do not guarantee any specific rankings or results.

7.1.2

Our SEO work is intended to support organic visibility using lawful and ethical methods. Unless otherwise agreed, we use “white hat” optimisation techniques.

8. CONTENT BOOST SERVICE

8.1 Service Description

We provide an AI-powered content service under the “Content Boost” offering, which may include blog articles, product descriptions, social media content, website copy, marketing materials and industry-specific content.

8.2 Content Generation and Review

8.2.1 Process

The process may include: topic agreement with you; AI-generated initial drafts; basic editing and formatting by us; submission to you for review; and publication following approval (where publication is included in your package).

8.2.2 Review

You must review submitted content within 48 hours (or another agreed review period). If no feedback is received within that period, we may treat the content as approved for workflow and delivery purposes. Unless otherwise agreed, one round of revisions is included and additional revisions may be charged.

8.3 Client Responsibilities

You are responsible for reviewing factual accuracy, ensuring industry compliance, verifying claims, approving final content and monitoring live/published content.

8.4 Service Limitations and Ownership

8.4.1

We do not guarantee search engine rankings, content uniqueness, traffic generation, conversion rates or competitive performance.

8.4.2 Ownership and Rights

Subject to payment of applicable fees, you receive rights to use approved final content. We retain rights in our internal processes, prompts, methodologies and workflows. Third-party rights (including stock imagery or licensed assets) remain with the relevant owners.

8.5 Quality Assurance

We will use appropriate tools and apply reasonable editing, readability checks and formatting standards as part of the service.

9. SOCIALBOOST CONTENT SERVICE

9.1 Scope of Services

The Company agrees to provide a social media content creation and management service (“SocialBoost Service”). Unless otherwise agreed in the Proposal, the service includes the creation and publication of two (2) bespoke social media posts per week on agreed platforms (which may include Facebook, Instagram, LinkedIn and Google Business Profile). Content will be created to align with your brand and may include imagery.

9.2 Client Obligations

You shall provide timely access to relevant social media accounts and all necessary brand assets (including logos and brand guidelines where available). You are responsible for timely review and approval of drafts and for the factual accuracy of all information provided to us.

10. EMAIL MARKETING SETUP & SUPPORT SERVICE

10.1 Scope of Services

The Company agrees to provide an email and SMS marketing setup and support service (“Email Marketing Service”) utilising the Brevo platform (or another agreed third-party platform). Services may include account setup, domain authentication support, assistance with data management, and design/deployment support for campaigns and automations as agreed.

10.2 Client Obligations

You shall provide timely access to necessary accounts (including domain registrar or DNS access where relevant) and are solely responsible for all contact data provided to us. You warrant that the data has been obtained lawfully and that you have all necessary permissions/consents required by applicable law to send marketing communications.

10.3 Third-Party Platforms

You acknowledge that this service depends on third-party platforms (including Brevo) and is subject to their terms, policies and service availability. We are not responsible for service interruptions, suspensions or platform issues originating with those third parties. Third-party platform fees are separate from our service fees unless expressly stated otherwise.

11. IMAGE RIGHTS AND LICENSING

11.1 Our Images

Images provided by Local Exposure remain our intellectual property unless expressly assigned in writing.

11.2 Your Images

Images and media provided by you remain your intellectual property. You confirm that you have the necessary rights and permissions to supply and use them and you agree to indemnify us against claims arising from your breach of this clause.

11.3 Third-Party Licensed Images (e.g. Shutterstock)

11.3.1

Third-party licensed images are subject to the terms of the relevant licensor.

11.3.2

Where a third-party licence permits continued use, such use remains subject to the scope of the original licensed use and the licensor’s terms.

11.3.3

Any new use outside the original licensed scope may require you to obtain a licence directly from the relevant licensor.

11.3.4

Usage limits and reproduction restrictions may apply under the licensor’s terms.

11.4 After Termination

11.4.1

You may continue using deliverables approved and supplied during the Agreement, subject to this Agreement and any third-party licence restrictions.

11.4.2

New uses of third-party licensed images may require direct licensing from the relevant licensor.

11.4.3

You retain rights to images and media you provided.

11.4.4

Where deliverables contain proprietary Local Exposure images/assets licensed only for use during the Agreement, you must cease use of those items upon termination unless a separate licence is agreed in writing.

12. SERVICE FEES, PAYMENT AND CANCELLATIONS

12.1 Payment Terms

12.1.1

Before a service starts, either a set-up fee must be paid or a Direct Debit mandate must be agreed and activated (where Direct Debit is the agreed payment method).

12.1.2

Payments are typically made monthly or annually by Direct Debit unless otherwise agreed in writing. Charges usually begin the month after the set-up fee is paid, or (where no set-up fee applies) when the service becomes active after any agreed trial period.

12.1.3

Unless otherwise stated in the Proposal, each Service has an initial minimum term of twelve (12) months commencing on the relevant Service start date (“Initial Term”).

12.1.4

After the Initial Term, the Service will automatically continue on a rolling monthly basis unless terminated in accordance with this Agreement.

12.1.5

After the Initial Term, either party may terminate the Service by giving not less than ninety (90) days’ written notice to:

• cancellations@localexposure.co.uk, or
• Local Exposure Limited, Bridge Court, Bridge Street, Long Eaton, Nottingham, NG10 4QQ

12.2 Price Reviews, Price Increases and Service Package Changes

12.2.1 Price Reviews and Increases

We may review and vary our fees, charges and pricing structures from time to time at our discretion, including (without limitation) to reflect inflation, increases in operating costs, increases in third-party supplier or platform costs, changes in market conditions, changes in the scope or complexity of the Services, and changes in the cost of providing and supporting the Services.

12.2.2 Notice of Price Changes

We will give you prior notice by email of any price increase affecting recurring charges. Where payment is collected by Direct Debit, we will give not less than 10 working days’ prior notice before the next Direct Debit is due to be collected at the revised amount, or such longer notice period as may be required by applicable law, the Direct Debit Guarantee, or the rules of the Direct Debit scheme and/or our payment provider or bank.

12.2.3 Service Levels, Packages and Features

We may introduce, remove, replace, improve or otherwise amend service levels, packages, features, functionality, deliverables or benefits at our discretion. Where such changes affect pricing, we may revise the applicable fees and charges accordingly, and we will notify you in advance by email.

12.2.4 Implementation of Revised Charges

Unless otherwise stated in the notice, revised charges will take effect from the next billing date (including the next scheduled Direct Debit collection date) following expiry of the applicable notice period.

12.2.5 Continued Use

Subject to your rights under clause 12.1.5 (or any other applicable termination provision in this Agreement), your continued use of the affected Service after the effective date of the revised charges shall constitute acceptance of the revised pricing.

12.2.6 No Waiver of Other Rights

This clause does not limit our right to agree bespoke pricing, promotional pricing, package-specific pricing, or other pricing changes with you in writing from time to time.

12.3 Access-Dependent Services

Where service delivery depends on your provision of platform access, credentials, approvals or materials, charges will continue during periods of delay or interruption caused by your failure to provide or maintain them, unless otherwise agreed in writing.

13. ALL SERVICES (GENERAL TERMS)

13.1 Insurance and Confidentiality

13.1.1

We maintain appropriate business insurance cover for our activities, including public liability cover where applicable.

13.1.2 Confidentiality

Each party shall keep this Agreement and any confidential commercial, technical or business information received from the other party confidential and shall not disclose it to any third party except:

• (a) to its employees, contractors or professional advisers who need to know it and are bound by confidentiality obligations;
• (b) with the other party’s prior written consent; or
• (c) where disclosure is required by law, court order or regulatory authority (so far as legally permitted, with prior notice to the other party).

13.2 Warranties and Disclaimers

13.2.1

We will provide services with reasonable care and skill.

13.2.2

Except as expressly set out in this Agreement, and to the maximum extent permitted by law, we do not give any additional warranties, representations or guarantees (whether express or implied) regarding specific outcomes, platform display, uninterrupted service, rankings, traffic or fitness for a particular commercial result.

13.2.3

You acknowledge that third-party platforms (including but not limited to Google, YouTube, social media platforms, hosting providers and email platforms) may change their policies, functionality or availability at any time, and we are not responsible for acts, omissions or decisions of those third parties.

13.3 Limitation of Liability

13.3.1 Exclusions That Cannot Be Limited

Nothing in this Agreement limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which cannot lawfully be limited or excluded.

13.3.2 Excluded Losses

Subject to clause 13.3.1, we shall not be liable for any:

• loss of profit;
• loss of revenue;
• loss of sales or business;
• loss of goodwill or reputation;
• loss of anticipated savings;
• loss of opportunity; or
• indirect or consequential loss.

13.3.3 Liability Cap

Subject to clause 13.3.1, our total aggregate liability arising out of or in connection with the relevant Service in any 12-month period shall not exceed the total fees paid by you for that Service during the 12 months immediately preceding the event giving rise to the claim.

13.4 Platform Access and Service Delivery

13.4.1

You must provide and maintain all access, permissions, approvals, credentials and information reasonably required for us to perform the services.

13.4.2

Where service delivery is delayed, interrupted or prevented because access, approvals or materials are not provided by you, we are not responsible for resulting delays to performance. Unless otherwise agreed in writing, fees remain payable during such periods.

13.5 Variations

Any amendment or variation to this Agreement must be in writing and signed by authorised representatives of both parties.

13.6 Severance

If any provision of this Agreement is held to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable (if possible), and if not possible, it shall be deemed deleted. The remaining provisions shall remain in full force and effect.

13.7 No Waiver

A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy.

13.8 Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

COMPANY DETAILS

Local Exposure Limited

Company Registration No: 6968703

VAT Registration No: GB975368959

Registered Address:

Bridge Court, Bridge Street

Long Eaton, Nottingham

NG10 4QQ

Cancellations Email:

cancellations@localexposure.co.uk