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Terms of Service

Introduction

These Terms of Service govern our legal relationship with our clients who use our “Licensed Local Marketing Services” product (which is referred to in this document as “the Service”) and they are addressed to you, our client.
The Service is a customized implemented digital marketing system for local businesses which includes (but is not limited to) the provision of a website, designed, built, maintained, and hosted by Mayfly Marketing Ltd (T/A Mayfly Digital), Facebook content management, digital and conventional marketing advice and ongoing local search engine marketing. Other tools, resources or services may be included in the Service from time to time at our sole discretion and any such additional tools, resources or services shall be included in the definition of the Service and will be covered by these Terms of Service.
The term “Service Provider” is used in these Terms of Service to refer to Mayfly Marketing Ltd (T/A Mayfly Digital) and, where relevant, its employees, agents, servants or contractors.
By using the Service and our associated support services each client agrees to be bound by these Terms of Service.
The Service is provided to each client in respect of a specific business or undertaking and is not transferable to any other business or undertaking (even where the same client owns that business or undertaking) without the express, written consent of Mayfly Marketing Ltd(T/A Mayfly Digital).
Violation of any of the Terms of Service will result in the immediate termination of the client’s Account and cessation of the provision of the Service to the client involved.
We reserve the right to update and change the Terms of Service from time to time. We will do our best to bring any such changes to your attention, particularly where there is a material change to the nature of the Service provided to you.
If we don’t get to tell you about the changes, you can review the most current version of the Terms of Service at any time at: https://www.mayflymarketing.ie/mayfly-marketing-ltd-terms-of-service/. We would encourage all our clients to review the current Terms of Service from time to time as the scope and nature of the services we provide to clients develops and evolves over time to cater for the needs of our clients.
If you are not happy with any change to the Service, you can always terminate the contract between Mayfly Marketing Ltd(T/A Mayfly Digital) and your business in the way set out in Paragraph 6 below.
Continued use of the Service after any such changes have been brought to your attention shall constitute your consent to such changes.

Geographical Exclusivity

For as long as the client continues to avail of the Service in respect of the Service Sector and Geographical Area referred to on the Order Form for that Client or until the client’s account is cancelled or terminated by the client or Service Provider for any reason, the Service Provider confirms that the client will be the sole party to whom the Service is provided in that Sector and in that Geographical Area.

Account Terms

Where the client is not a limited company, the person signing up must be either the business owner or authorized person to sign up for this licensed Service.
Where the client is a limited company, the Order Form should be completed by two directors of the company or the company secretary and a director (as duly authorised by the company).
You must provide your (or your company’s) legal full name, a valid email address, your VAT number, and any other information requested in order to complete the signup process.

Use of the Service

The Service is designed to assist clients in the provision and sale of commercial services and products which provision or sale is permissible under Irish law. The Service cannot be used for any other purpose including (but not limited to) any illegal purpose, any sale or provision of illegal goods or any breach of intellectual property.
Many sectors are regulated in how they can market their products or services. It is a matter for each client to familiarise themselves with any regulations, laws or civil or criminal requirements relating to the use of the Service by them. The Service Provider takes no responsibility for any use of the Service which proves to be in breach of any legal obligations, state regulations, or other civil or criminal legal requirements whatsoever.

Free Trial

Your Mayfly Marketing Ltd (T/A Mayfly Digital) service may start with a free trial. The free trial period of your service lasts for one month, or as otherwise specified during sign-up. Free trials may not be combined with any other offers. Free trials are for new and certain former subscribers only. Mayfly Marketing Ltd (T/A Mayfly Digital) reserves the right, in its absolute discretion, to determine your free trial eligibility.
We will begin billing your Payment Method for monthly licence fees at the end of the free trial period of your service unless you cancel prior to the end of the free trial period. We may authorize your Payment Method through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period.
You will not receive a notice from us that your free trial period has ended or that the paying portion of your service has begun. We will continue to bill your Payment Method on a monthly basis for your subscription fee.

Payment Terms

The Licence Fee is the amount payable each month by a client who wishes to avail of the Service. The amount of the Licence Fee is shown on the Order Form signed by or on behalf of each client.
By starting your Mayfly Marketing Ltd (T/A Mayfly Digital) service, you authorize us to charge you a monthly membership fee at the then current rate, and any other charges you may incur in connection with your use of the Mayfly Marketing Ltd (T/A Mayfly Digital) service to your Payment Method. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.
The Licence Fee must be paid monthly in advance by credit or debit card, or by bank standing order if Mayfly Marketing Ltd (T/A Mayfly Digital) so agree.
All fees are exclusive of VAT, and VAT will be charged at the appropriate rate payable at the time the Licence Fee must be paid.
The subscription fee for our service will be billed at the beginning of the paying portion of your service and each month thereafter unless and until you cancel your subscription. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying service. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Mayfly Marketing Ltd (T/A Mayfly Digital) service or became a paying subscriber on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription. We may authorize your Payment Method in anticipation of subscription or service-related charges. As used in these Terms of Use, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. Unless otherwise stated differently, month or monthly refers to your billing cycle.
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes to your service will take effect following email notice to you.
If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. If payment is not received within 48 hours of due date, all services provided by us to that client will be switched off and suspended until payment is received and a reconnection fee of €150 is paid. If no payment is received within 7 days of the original payment due date, the contract will be deemed to be cancelled and no further services will be provided to the customer.

Cancellation and Termination

This Agreement starts on the first day of payment and the minimum period is a duration of one year from that date. At the end of any Minimum Period this Agreement will continue until it’s ended by you or us in line with the below.
This Agreement can be ended by either you or by us giving at least 30 days’ Notice. Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period.

If you upgrade your service with us you agree that a new agreement and a new Minimum Period of one year duration will apply. This will start the first day of payment and the minimum period is a duration of one year from that date.

Each customer is solely responsible for properly cancelling their account and their standing order or credit card payment with their bank. There will be no refunds or credits for partial months of service. Account cancellation requests must be submitted in writing to billing@mayflydigital.ie at least 48 hours before your payment is due.
If you cancel the Service before the end of your current paid up month, service will continue to be provided until the end of the billing period.
Mayfly Marketing Ltd (T/A Mayfly Digital), in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Mayfly Marketing Ltd (T/A Mayfly Digital) service, for any reason at any time. Such termination of the Service will result in the deactivation of your Account or your access to your Account. Mayfly Marketing Ltd (T/A Mayfly Digital) reserves the right to refuse service to anyone for any reason at any time.
Mayfly Marketing Lt will not be responsible for any loss, whether financial or reputational or otherwise, which occurs due to the termination of a client’s account, regardless of the reason for that termination.

Modifications to the Service

Mayfly Marketing Ltd (T/A Mayfly Digital) reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Mayfly Marketing Ltd (T/A Mayfly Digital) shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
From time to time, Mayfly Marketing Ltd (T/A Mayfly Digital) may issue an update to the Mayfly Marketing Ltd (T/A Mayfly Digital) systems that may add, modify, and/or remove features from the service. These updates may be pushed out automatically with little or no notice, although Mayfly Marketing Ltd (T/A Mayfly Digital) will do everything in its power to notify you in advance of an upcoming update, including details on what the update includes.

Copyright and Content Ownership

We claim no intellectual property rights over the material (photos, text etc.) you provide us for use as part of the Service. Your profile and materials uploaded remain yours.

General Conditions

You understand that Mayfly Marketing Ltd (T/A Mayfly Digital)  uses third party vendors, contractors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
You cannot modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or any other Mayfly Marketing Ltd (T/A Mayfly Digital) service or product.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Mayfly Marketing Ltd (T/A Mayfly Digital).
Verbal, physical, written or other abuse (including threats of abuse or retribution) made against any Mayfly Marketing Ltd (T/A Mayfly Digital) client, employee, member, or officer will result in the immediate account termination of the party involved.
You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You expressly understand and agree that Mayfly Marketing Ltd (T/A Mayfly Digital) (or its servants, agents, employees or contractors) shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Mayfly Marketing Ltd (T/A Mayfly Digital) has been advised of the possibility of such damages), resulting from:
– the use, or the inability of a client to use the Service;
– the use, or the inability of a client’s customer or potential customer to access any aspect of the Service provided by the Service Provider;
– the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;
– unauthorised access to or alteration of your transmissions or data;
– statements or conduct of any third party on the Service;
– the content of any material published as part of the Service (whether online or in hard copy or otherwise);
– or any other matter relating to the Service.
The failure of  Mayfly Marketing Ltd (T/A Mayfly Digital) to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
The Terms of Service constitutes the entire agreement between you and Mayfly Marketing Ltd (T/A Mayfly Digital) and govern your use of the Service, superseding any prior agreements between you and Mayfly Marketing Ltd (T/A Mayfly Digital) (including, but not limited to, any prior versions of the Terms of Service).
Nothing in these conditions of service or elsewhere shall be deemed to make the Service Provider an employee, agent or partner of any client for any purpose whatsoever.

These Terms of Service shall be governed by Irish law.
If any provision in these Terms of Service or part thereof is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions (or parts thereof) of these Terms of Service shall not be impaired or affected in any way.