Terms of Business

1. About These Terms

First Page Digital Solutions Limited, trading as First Page Digital ("FPD", "we", "us" or "our"), is an Irish registered company.

Company details:

First Page Digital Solutions Limited
Trading as First Page Digital
CRO No. 726197
VAT No. IE4059389CH
Ireland

These Terms apply to services supplied by FPD to businesses and organisations ("Client", "you" or "your").

Unless expressly agreed otherwise, our services are provided on a business-to-business basis.

2. Contract Structure and Order of Precedence

A Client's agreement with FPD may consist of several documents.

Depending on the service, these may include:

• an Order Form;
• Proposal;
• Service Agreement;
• Statement of Work;
• these Terms of Business;
• Master Data Processing Agreement; and
• other expressly incorporated documents.

If there is a conflict between these Terms and an applicable Order Form, Proposal, Service Agreement or Statement of Work, the more specific document will take precedence in relation to the relevant service.

For matters relating to the processing of personal data, the applicable Data Processing Agreement will take precedence to the extent of any conflict concerning data-protection or processing obligations.

3. Services

FPD provides digital marketing, website, technology, automation and related services.

Depending on what the Client purchases, services may include:

• website design and development;
• website hosting;
• search engine optimisation (SEO);
• paid search and paid social advertising;
• content marketing;
• CRM and contact management;
• lead and enquiry management;
• booking and appointment systems;
• email marketing;
• reputation and review workflows;
• social media scheduling;
• marketing automation;
• AI Chat;
• AI Voice;
• automated customer communications;
• analytics and reporting;
• consulting; and
• related digital services.

The services supplied to a particular Client are determined by the applicable Order Form, Proposal, Service Agreement or other written scope.

The fact that FPD is capable of providing a particular feature or service does not mean that feature or service is included in every package.

4. Proposals, Order Forms and Acceptance

The scope, fees and commercial terms for a service may be set out in a Proposal, Order Form, Service Agreement, Statement of Work or other written agreement.

A Client may accept an agreement through:

• electronic signature;
• written acceptance;
• online acceptance;
• payment of an agreed invoice where the documentation states that payment constitutes acceptance; or
• another method expressly agreed by FPD.

Once accepted, the relevant documents form part of the agreement between FPD and the Client.

5. Fees, Billing and Taxes

The Client must pay the fees specified in the applicable agreement.

Unless otherwise stated:

• fees are exclusive of VAT and other applicable taxes;
• recurring fees are payable in advance;
• usage-based charges may be invoiced separately;
• advertising spend is separate from FPD management fees;
• third-party fees may be charged separately; and
• additional work outside the agreed scope may require a separate quotation or approval.

The payment schedule in the applicable Order Form, Proposal or Service Agreement takes precedence over these general Terms.

6. Third-Party and Usage Charges

Certain services may incur third-party or usage-based charges.

Examples may include:

• SMS;
• telephony;
• AI usage;
• premium applications;
• advertising spend;
• domains;
• paid integrations;
• external software;
• premium data services; or
• other metered services.

Such charges are only payable by the Client where included in the applicable service or otherwise agreed.

FPD will not intentionally activate material optional charges for a Client without appropriate agreement.

7. Late Payment and Suspension

If an invoice becomes overdue, FPD may issue payment reminders and may suspend affected services after reasonable notice where payment remains outstanding.

Where applicable, FPD may exercise rights available under Irish law relating to late payment in commercial transactions.

Suspension does not remove the Client's obligation to pay properly incurred outstanding amounts.

FPD should act reasonably when exercising suspension rights.

8. Client Responsibilities

The Client must:

• provide accurate information reasonably required to deliver the services;
• provide necessary access to websites, platforms, accounts and systems;
• provide requested content and assets within reasonable timescales;
• review and approve work where approval is required;
• ensure information supplied to FPD is lawful and accurate;
• maintain appropriate security over Client-controlled accounts and credentials;
• ensure that marketing lists and customer data supplied to FPD have been lawfully obtained;
• ensure claims, prices, offers and business information supplied to FPD are accurate;
• notify FPD of material changes that may affect the services; and
• use FPD services lawfully.

FPD is not responsible for delays materially caused by the Client failing to provide required information, access, content or approvals.

9. Access, Content and Approvals

Where FPD requires access to Client-controlled platforms or accounts, the Client authorises FPD to use that access for the purpose of providing the agreed services.

The Client remains responsible for ensuring it has authority to grant that access.

Where Client approval is required, FPD may reasonably pause work while awaiting approval.

Revision allowances should be determined by the relevant Proposal, Order Form, Service Agreement or Statement of Work.

10. Changes and Additional Work

Requests outside the agreed scope may be treated as additional work.

Where reasonably practicable, FPD will identify material additional charges before undertaking chargeable additional work.

Additional work may require:

• written approval;
• a revised Proposal;
• an additional Order Form;
• a Statement of Work; or
• another agreed variation.

11. Intellectual Property

The Client retains ownership of:

• its business name;
• trademarks;
• logos;
• pre-existing content;
• Client-supplied photographs and media;
• Client-owned domains;
• Client data; and
• other intellectual property owned by the Client before the engagement.

Subject to payment of applicable fees and any specific Service Agreement, the Client may own or receive rights to bespoke deliverables created specifically for it.

FPD retains ownership of its pre-existing and reusable intellectual property, including:

• the Ignite system and service architecture;
• methodologies;
• processes;
• templates;
• workflow structures;
• automation frameworks;
• CRM configurations;
• reusable code;
• reusable design components;
• prompts;
• documentation;
• internal tools;
• know-how; and
• systems or materials developed for use across multiple clients.

Third-party technology and materials remain subject to the rights and licence terms of their respective owners.

Where necessary to provide the services, each party grants the other a limited licence to use relevant materials for the duration and purpose of the engagement.

12. Portfolio Use

Unless otherwise agreed or the Client asks FPD not to, FPD may identify the Client as a customer and display publicly available work created for the Client in FPD's portfolio, case studies or marketing materials.

FPD will not intentionally disclose confidential information through such use.

A Client may request that FPD stop future portfolio use of its brand or work.

13. Client Data

The Client retains ownership and responsibility for its Client Data.

Where technically supported and subject to the applicable agreement, FPD will reasonably assist with export or retrieval of Client Data at the end of a service.

The Client is responsible for requesting and retaining required exports before services are deactivated where applicable.

Data retention and deletion are subject to the applicable Data Processing Agreement, legal obligations, technical limitations and reasonable backup processes.

14. Data Protection

Each party must comply with applicable data-protection and privacy law.

Depending on the circumstances, this may include:

• the General Data Protection Regulation (GDPR);
• the Irish Data Protection Act 2018;
• the New Zealand Privacy Act 2020; and
• other applicable privacy legislation.

Where FPD processes personal data on behalf of a Client, the processing is governed by the applicable First Page Digital Master Data Processing Agreement.

The Client is responsible for determining the lawful purposes for which it collects and uses customer personal information where it acts as Data Controller or responsible agency.

15. Third-Party Platforms and Providers

FPD services may depend on third-party platforms, infrastructure, APIs, telecommunications services, advertising platforms, hosting infrastructure or other technology providers.

FPD does not control third-party platforms and cannot guarantee that they will always:

• remain available;
• retain existing functionality;
• maintain existing pricing;
• maintain existing policies;
• support every integration; or
• operate without interruption.

FPD may reasonably update or replace underlying providers where necessary to continue delivering a service, provided this does not materially remove the core functionality purchased by the Client without appropriate notice or agreement.

16. AI-Enabled Services

Where AI-enabled services are purchased or activated, they may include AI Chat, AI Voice, enquiry handling, lead qualification, communication assistance, summarisation and workflow assistance.

AI-enabled functionality supplied through Ignite is delivered through the HighLevel platform.

HighLevel may use authorised downstream technology providers as part of delivering AI functionality.

FPD does not warrant that AI-generated outputs, transcriptions or interpretations will always be complete or error-free.

Clients should maintain appropriate human oversight for their particular use case.

AI services must be used in accordance with applicable law and FPD's AI Compliance & Responsible Use framework.

Where recording or transcription is enabled, appropriate notices, lawful bases and other safeguards must be determined according to the particular use case and applicable jurisdiction.

Where FPD processes personal information through AI services on behalf of a Client, the Client will generally act as Data Controller or responsible agency and FPD will generally act as Data Processor or service provider.

Responsibilities are further addressed in the applicable Data Processing Agreement.

17. Websites, Hosting and Domains

Where website services are provided, the exact scope is determined by the applicable service documentation.

Hosting may rely on FPD's technology platform and third-party infrastructure.

Client-owned domains remain the Client's property.

Where a domain is registered or controlled directly by the Client, the Client remains responsible for renewal and account management unless FPD has expressly agreed otherwise.

A website supplied through an FPD subscription service may rely on proprietary or reusable FPD components, platform technology, integrations, templates or workflows.

Termination of a service does not automatically mean that every technical component can be transferred to another platform.

Where technically possible, FPD will reasonably cooperate with the Client concerning Client-owned domains and content.

Migration, rebuilding or technical transfer work outside the agreed service may be separately chargeable.

18. Search Engine Optimisation

Where SEO services are supplied, FPD will use reasonable skill and care in carrying out the agreed work.

Search engines are controlled by third parties and their algorithms, policies and results may change.

FPD does not guarantee:

• particular rankings;
• first-page placement;
• specific traffic levels;
• specific lead volumes;
• specific revenue; or
• permanent ranking positions.

SEO scope, deliverables and reporting are determined by the applicable service documentation.

19. Paid Media

Where FPD manages paid advertising, the Client authorises FPD to manage the relevant advertising accounts and campaigns within the agreed scope.

Advertising platforms may include platforms such as Google, Meta, LinkedIn or other platforms agreed with the Client.

Advertising spend is separate from FPD management fees unless expressly stated otherwise.

The Client remains responsible for the accuracy and legality of:

• business claims;
• prices;
• promotions;
• product or service information;
• regulatory claims; and
• Client-supplied creative assets.

Advertising platforms control their own policies, approvals, account restrictions and auction environments.

FPD does not guarantee particular advertising results, costs per lead, revenue, sales or platform approval.

20. Content and Creative Services

Where FPD provides copywriting, design, advertising creative or other content services, the applicable scope determines:

• deliverables;
• revision allowances;
• approval requirements;
• timelines; and
• fees.

The Client is responsible for reviewing factual claims relating to its business, products, services, pricing, qualifications and regulatory requirements.

FPD will take reasonable care not to knowingly infringe third-party intellectual-property rights in original materials created by FPD.

The Client warrants that it has appropriate rights to materials it supplies to FPD.

21. Confidentiality

Each party must protect Confidential Information received from the other and use it only for purposes connected with the business relationship.

Confidential Information does not include information that:

• is already lawfully public;
• was lawfully known before disclosure;
• is independently developed without use of the other party's Confidential Information; or
• must be disclosed by law.

Confidentiality obligations survive termination where appropriate.

22. Results and No Guarantees

FPD will provide services with reasonable care and skill.

However, digital marketing and technology outcomes depend on numerous factors outside FPD's control.

Unless expressly guaranteed in writing, FPD does not guarantee:

• search rankings;
• lead volumes;
• sales;
• revenue;
• advertising performance;
• review volumes;
• customer responses;
• conversion rates;
• uninterrupted third-party services; or
• particular commercial outcomes.

Nothing in this section excludes obligations that cannot lawfully be excluded.

23. Service Availability

FPD aims to provide reliable services but cannot guarantee uninterrupted or error-free availability.

Services may be affected by:

• third-party outages;
• maintenance;
• internet or telecommunications failures;
• platform changes;
• API changes;
• cyber incidents;
• Client configuration;
• force majeure events; or
• circumstances outside FPD's reasonable control.

FPD will take reasonable steps to address issues within its control.

24. Term and Termination

The term and cancellation requirements for a service are determined by the applicable Order Form, Proposal or Service Agreement.

Where a specific agreement provides for a minimum term, rolling subscription, notice period or early-termination obligation, that specific provision applies.

FPD may suspend or terminate services where reasonably necessary because of:

• material non-payment;
• material breach;
• unlawful use;
• security risk;
• abusive use;
• misuse of FPD or third-party systems; or
• another termination right contained in the applicable agreement.

Where reasonably practicable, FPD will provide notice and an opportunity to remedy a remediable breach.

25. Effect of Termination

On termination:

• outstanding properly incurred fees remain payable;
• access to subscription services may cease after the applicable paid period;
• Client licences to FPD systems may end;
• the Client should request required data exports before access ends;
• Client-owned property remains the Client's property;
• FPD intellectual property remains FPD's property; and
• provisions intended to survive termination will continue to apply.

Any specific termination provisions in the applicable Service Agreement take precedence.

26. Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

To the maximum extent permitted by law, neither party will be liable to the other for indirect or consequential loss arising from the services.

FPD will not be responsible for loss caused solely by:

• third-party platform outages;
• Client acts or omissions;
• inaccurate information supplied by the Client;
• Client failure to maintain account security;
• unauthorised changes made by the Client or another provider; or
• circumstances outside FPD's reasonable control.

Where a Service Agreement contains a specific liability cap, that cap takes precedence.

27. Indemnities

The Client is responsible for claims, losses or liabilities arising from Client-supplied materials, instructions or activities where those materials, instructions or activities infringe third-party rights, breach applicable law or materially breach the Client's obligations under the agreement.

Any indemnity must be interpreted subject to applicable law and the specific agreement governing the service.

28. Non-Solicitation

During the engagement and for 12 months after it ends, neither party should knowingly solicit for employment an employee of the other party who was materially involved in delivering or receiving the services, without the other party's prior written consent.

This does not prevent:

• general recruitment advertising not specifically targeted at that employee;
• applications made independently without solicitation; or
• arrangements otherwise agreed between the parties.

29. Force Majeure

Neither party will be responsible for delay or failure caused by events outside its reasonable control, except for payment obligations already due.

The affected party should take reasonable steps to minimise the impact and resume performance when reasonably possible.

30. Changes to These Terms

FPD may update these Terms from time to time.

Material changes affecting an existing ongoing service should be communicated through reasonable notice.

Changes should not retrospectively override specifically agreed commercial terms in an existing Order Form or Service Agreement unless agreed by the parties or required by law.

The "Last updated" date should be updated whenever these Terms materially change.

31. Notices

Formal notices relating to a specific Service Agreement should be provided using the method specified in that agreement.

Where no method is specified, notices to FPD may be sent to:

[email protected]

Notices to the Client may be sent to the primary business contact details provided to FPD.

32. Entire Agreement

The agreement between FPD and the Client consists of these Terms together with the applicable accepted Proposal, Order Form, Service Agreement, Statement of Work, Data Processing Agreement and any other documents expressly incorporated into the agreement.

The order-of-precedence provisions in Section 2 apply where documents conflict.

33. Severability

If any provision is found to be invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

34. Governing Law

Unless a specific written agreement states otherwise, these Terms and the contractual relationship between FPD and the Client are governed by the laws of Ireland.

The courts of Ireland will have jurisdiction, subject to any mandatory rights or laws that apply to a Client or processing activity in another jurisdiction.

35. Contact

First Page Digital Solutions Limited
Trading as First Page Digital
CRO No. 726197
VAT No. IE4059389CH
Ireland

Email: [email protected]

Website: firstpagedigital.ie