1. Introduction and Agreement Overview

These Terms of Service ("Terms") govern the relationship between Red Lotus Digital Marketing Ltd, a private limited company registered in England and Wales, trading as red lotus digimark ("we," "us," "our," or "the Company") and any individual, business, or organisation that engages our services ("you," "your," or "the Client").

Our registered office and principal place of business is in England and Wales. We provide AI-powered marketing solutions to local businesses, including AI voice agents, AI chatbots, marketing automation systems, and related digital marketing services.

These Terms take effect on the earliest of: (a) the date you sign or accept an order form, proposal, or service agreement referencing these Terms; (b) the date you make payment for any service; or (c) the date you begin using any service or platform we provide.

Questions? If anything in these Terms is unclear, please contact us before proceeding: [email protected] | www.redlotusdigimark.com

2. Definitions

The following terms have specific meanings throughout this agreement:

AI System

Any artificial intelligence-powered tool, model, agent, chatbot, voice agent, or automation workflow we provide or deploy as part of our services.

AI Voice Agent

An automated telephone or VoIP-based system powered by artificial intelligence that can conduct spoken conversations with your customers on your behalf.

AI Chatbot

An automated text-based conversational interface powered by artificial intelligence, deployed on websites, messaging platforms, or social media channels.

Client

The individual, sole trader, partnership, limited company, or other legal entity that enters into an agreement with us for the provision of our services.

Client Data

All data, information, content, and materials (including customer information, business information, and training data) that you provide to us or that we collect on your behalf in connection with the services.

Commencement Date

The date on which services are agreed to begin, as specified in the relevant order form or service agreement.

Fees

All charges payable by you in connection with the services, including setup fees, monthly recurring fees, usage charges, and any other sums agreed between the parties.

GoHighLevel (GHL)

The third-party CRM and marketing automation platform operated by HighLevel Inc., which may be used as part of our service delivery.

Intellectual Property

All patents, trademarks, service marks, trade names, copyrights, database rights, design rights, know-how, trade secrets, and any other intellectual or industrial property rights, whether registered or unregistered.

Marketing Automation

Software systems and workflows that automate repetitive marketing tasks such as email campaigns, social media posting, lead management, and follow-up sequences.

Order Form

Any written or electronic document (including proposals, quotes, or scope of work documents) signed or accepted by both parties setting out the specific services to be provided and fees payable.

Personal Data

Any information relating to an identified or identifiable natural person, as defined under the UK GDPR and Data Protection Act 2018.

Services

The AI voice agents, AI chatbots, marketing automation, and related digital marketing services described in the relevant order form or on our website.

Service Level Agreement (SLA)

The performance commitments regarding uptime, response times, and support availability, as set out in Section 10 of these Terms.

Setup Fee

A one-time charge payable at the outset of an engagement to cover the cost of initial configuration, integration, and deployment of services.

Term

The period during which services are provided, commencing on the Commencement Date and ending upon termination in accordance with these Terms.

Training Data

Any content, scripts, FAQs, product information, policies, personas, or other materials you provide to help configure or train AI Systems for your specific use.

UK GDPR

The UK General Data Protection Regulation, as retained in UK law by the European Union (Withdrawal) Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

3. Our Services

3.1  What We Provide

We provide AI-powered digital marketing services tailored for local businesses. Our core services include, but are not limited to:

•       AI Voice Agents: Automated voice systems that answer calls, qualify leads, book appointments, and handle customer enquiries on your behalf, 24 hours a day.

•       AI Chatbots: Intelligent chat interfaces deployed on your website or messaging platforms to engage visitors, answer questions, and capture leads automatically.

•       Marketing Automation: Automated workflows and campaigns covering email marketing, SMS marketing, social media scheduling, lead nurturing, and customer follow-up sequences.

•       CRM Integration: Configuration and management of customer relationship management platforms, including GoHighLevel, to track leads and manage your sales pipeline.

•       Campaign Management: Creation, deployment, and ongoing optimisation of digital advertising and outreach campaigns.

•       Reporting and Analytics: Regular performance reports and insights drawn from campaign and AI system data.

3.2  Service Configuration

AI Systems are configured and customised based on information and materials you provide. The quality and accuracy of our AI Systems depend substantially on the completeness and accuracy of the Training Data, scripts, and business information you supply. We will work with you to identify what information is needed and will provide reasonable guidance throughout the onboarding process.

3.3  Nature of AI Services — Important Limitations

You should be aware of the following important characteristics and limitations of AI-powered services:

•       AI Systems are probabilistic in nature. This means they may occasionally produce incorrect, incomplete, or unexpected responses. No AI system operates with 100% accuracy.

•       AI performance improves over time. Systems may need a period of calibration and refinement after launch, typically two to four weeks, before reaching optimal performance.

•       AI Systems are tools, not guarantees. We cannot guarantee that AI Systems will convert every lead, satisfy every customer, or achieve any specific business outcome. Performance depends on many variables outside our control, including your industry, market conditions, and the quality of incoming enquiries.

•       AI Systems require human oversight. You remain responsible for monitoring the interactions your AI Systems conduct with your customers and for intervening where necessary.

•       AI cannot replace professional advice. Our AI Systems are not a substitute for legal, medical, financial, or other professional advice. AI Systems should not be configured to provide such advice.

•       Third-party AI limitations apply. Where we use third-party AI providers (such as language model APIs), their inherent limitations and usage policies also apply.

3.4  Changes to Services

We may update, modify, or improve the services from time to time. Where a change materially and negatively affects your use of the services, we will provide you with at least 30 days' written notice. Minor enhancements, bug fixes, and security updates may be made without notice and are not considered material changes.

4. Fees and Payment Terms

4.1  Fee Structure

Our services are typically priced using the following structure, as detailed in your order form:

•       Setup Fee: A one-time payment due prior to or at commencement of services, covering the cost of initial configuration, integration, and deployment of your AI Systems and marketing infrastructure.

•       Monthly Recurring Fee: A fixed monthly subscription covering ongoing management, maintenance, support, and use of our platforms and AI systems.

•       Usage-Based Charges: Where applicable (for example, for AI call minutes, SMS credits, or advertising spend), usage charges will be invoiced in addition to the monthly fee.

•       Ad Spend: Any third-party advertising spend (e.g. Google Ads, Meta Ads) is separate from our fees and will either be billed directly to your own advertising accounts or invoiced to you at cost.

4.2  Payment Schedule and Due Dates

Setup fees are due in full before work commences unless otherwise agreed in writing. Monthly recurring fees are invoiced on the same calendar day each month, corresponding to the date services commenced (the "Billing Date"). Payment is due within 14 days of the invoice date unless otherwise specified in your order form.

4.3  Payment Methods

We accept payment by BACS bank transfer, direct debit (where set up), credit or debit card, and other methods as agreed. Bank account details and payment instructions will appear on your invoice. Where you have authorised a recurring payment mandate, fees will be collected automatically on or around the Billing Date.

4.4  Late Payment

If payment is not received by the due date:

•       We may suspend services after providing 7 days' written notice of the outstanding amount.

•       Interest will accrue on overdue amounts at a rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

•       We reserve the right to charge reasonable recovery costs if we need to engage a debt collection service or take legal action to recover outstanding fees.

•       Suspension of services due to non-payment does not release you from your obligation to pay fees that have accrued.

4.5  Fee Changes

We may adjust our fees once per calendar year upon giving you 60 days' written notice. If you do not wish to accept the new fees, you may terminate the agreement in accordance with Section 11 (Termination), provided you give notice before the new fees take effect. Continued use of the services after the notice period constitutes acceptance of the revised fees.

4.6  Taxes

All fees are stated exclusive of VAT unless expressly stated otherwise. Where VAT is applicable, it will be charged at the prevailing rate and shown separately on invoices. You are responsible for any other taxes, duties, or levies applicable to your purchase of services.

5. Client Responsibilities

5.1  General Responsibilities

To allow us to deliver the services effectively, you agree to:

•       Provide accurate, complete, and up-to-date information about your business, products, services, pricing, policies, and customer base.

•       Appoint a key contact person who has authority to make decisions and who will respond to our reasonable requests in a timely manner (typically within 2 business days).

•       Provide timely feedback on deliverables, AI system outputs, and campaign materials when requested.

•       Grant us reasonable access to your website, social media accounts, advertising platforms, CRM, and any other systems necessary to deliver the services.

•       Inform us promptly of any changes to your business that may affect the services (such as new products, pricing changes, updated policies, or business restructuring).

•       Comply with all applicable laws and regulations relevant to your business and the use of AI and marketing services.

5.2  Training Data Responsibilities

Where you provide Training Data to help us configure AI Systems, you agree to:

•       Ensure the Training Data is accurate, lawful, and does not infringe any third-party rights (including intellectual property rights).

•       Not include any personal data in Training Data unless explicitly agreed and subject to appropriate data protection safeguards.

•       Not include any content that is defamatory, misleading, offensive, or in breach of any law or regulation.

•       Promptly notify us of any updates required to Training Data when your business information changes.

•       Indemnify us against any claims, losses, or liabilities arising from Training Data you provide that is inaccurate, unlawful, or infringes third-party rights.

5.3  Customer Consent for AI Interactions

You are responsible for ensuring that your customers are appropriately informed about and consent to interactions with AI Systems on your behalf. Specifically, you agree to:

•       Where required by applicable law or regulation (including the Privacy and Electronic Communications Regulations 2003), obtain all necessary consents before using AI Systems to contact customers.

•       Comply with all applicable rules regarding disclosure of AI to call recipients, including any requirement to identify that a call is automated or AI-assisted.

•       Maintain a record of consents and opt-outs and promptly notify us of any customers who have opted out of automated communications.

•       Ensure your marketing lists are clean, compliant, and obtained through lawful means.

5.4  Prohibited Uses

You must not use our services for any of the following:

•       Contacting individuals who have not given appropriate consent or who are registered with the Telephone Preference Service (TPS) or Corporate Telephone Preference Service (CTPS), unless a valid exemption applies.

•       Sending unsolicited commercial communications (spam) via email, SMS, or any other channel.

•       Any illegal purpose, including but not limited to fraud, harassment, data theft, or breach of consumer protection laws.

•       Misleading or deceptive marketing practices.

•       Impersonating any person or entity in a manner that is likely to deceive.

•       Any activity that would bring us into disrepute or expose us to legal liability.

6. Intellectual Property

6.1  Our Intellectual Property

We own (or hold licences to) all intellectual property rights in:

•       Our proprietary AI systems, models, algorithms, workflows, and automation frameworks.

•       Our software, code, platforms, templates, and technical infrastructure.

•       Our methodologies, processes, know-how, and expertise.

•       Any materials, reports, frameworks, or tools we develop that are not specific to your business.

Nothing in these Terms transfers any of our intellectual property rights to you. You are granted a limited, non-exclusive, non-transferable licence to use the outputs and deliverables we produce for you solely for your own internal business purposes during the term of the agreement.

6.2  Your Intellectual Property

You retain ownership of all intellectual property rights in:

•       Your brand, logos, trademarks, and brand assets.

•       Client Data you provide to us, including Training Data and customer data.

•       Content you create independently of our services.

You grant us a limited, non-exclusive licence to use your intellectual property solely to the extent necessary to provide the services. We will not use your brand or customer data for any other purpose.

6.3  AI-Generated Outputs and Deliverables

Deliverables created specifically for you (such as customised chatbot scripts, campaign copy, email sequences, and reports) are assigned to you upon receipt of full payment for those deliverables. However:

•       The underlying AI Systems, technology, and frameworks used to produce those deliverables remain our property.

•       Where deliverables incorporate or are generated using our proprietary systems, templates, or methodologies, the assignment covers only the specific output, not the underlying tools.

•       We may use anonymised, aggregated learnings and performance data from your campaigns to improve our services generally, provided no data is identifiable to your business or your customers.

6.4  Third-Party Intellectual Property

Where services incorporate third-party software, platforms, or tools (such as GoHighLevel), the relevant third party's intellectual property terms apply. We will identify significant third-party components relevant to your services in your order form.

7. Data Privacy and Security

7.1  Data Protection Compliance

Both parties agree to comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Our full Privacy Policy, which sets out how we collect, use, and protect personal data, is available at www.redlotusdigimark.com/privacy-policy.

7.2  Data Processing Roles

In the context of these services:

•       Where we process personal data on your behalf (for example, customer data within your CRM or marketing lists), we act as a Data Processor and you act as the Data Controller.

•       Where we process personal data for our own purposes (such as managing your account or billing), we act as a Data Controller in our own right.

As Data Controller, you are responsible for ensuring you have a lawful basis for processing personal data and for providing appropriate privacy notices to individuals whose data is processed in connection with the services.

7.3  Data Processing Agreement

Where we process personal data on your behalf as your Data Processor, we agree to:

•       Process personal data only on your documented instructions and in accordance with this agreement.

•       Implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

•       Not engage any sub-processors without your prior written consent (general consent is given for the sub-processors listed in our Privacy Policy, including GoHighLevel, AI platform providers, and cloud infrastructure providers).

•       Assist you in responding to data subject rights requests (such as access, erasure, and rectification requests) to the extent reasonably practicable.

•       Notify you without undue delay (and in any event within 72 hours of becoming aware) of any personal data breach affecting your client data.

•       Delete or return all personal data to you upon termination of the agreement.

7.4  Data Security Measures

We implement industry-standard security measures including:

•       Encryption of data in transit and at rest.

•       Access controls limiting data access to authorised personnel only.

•       Regular security reviews and vulnerability assessments.

•       Staff training on data protection and security.

We cannot guarantee absolute security of data transmitted over the internet, and you acknowledge this inherent limitation.

7.5  Data Retention

We retain personal data processed on your behalf for the duration of the agreement and for a period of up to 12 months thereafter, unless you request earlier deletion or a longer retention period is required by law. You may request deletion of your client data at any time by contacting [email protected].

8. Third-Party Integrations and Platforms

8.1  Use of Third-Party Services

Delivery of our services may involve the use of third-party platforms, tools, and APIs, including but not limited to GoHighLevel (CRM and automation), AI language model providers, telephony and VoIP providers, SMS gateway providers, email delivery services, cloud hosting providers, and social media and advertising platforms.

8.2  Third-Party Terms

Use of third-party platforms is subject to those platforms' own terms of service and acceptable use policies. By engaging our services that incorporate such platforms, you acknowledge and agree to be bound by those third-party terms as they apply to your use. We will identify the primary third-party platforms relevant to your services in your order form.

GoHighLevel specifically: Where your services are delivered through or in conjunction with a GoHighLevel account, GoHighLevel's Terms of Service (available at www.gohighlevel.com) apply. You may be required to accept GoHighLevel's terms directly.

8.3  Third-Party Service Disruptions

We are not responsible for disruptions, outages, changes in functionality, price changes, or discontinuation of third-party platforms or services. Where a key third-party service is disrupted or discontinued, we will use reasonable endeavours to identify and implement an alternative solution within a reasonable timeframe, but our SLA commitments (Section 10) do not apply to third-party platform outages.

8.4  Third-Party Data Processing

Some third-party platforms we use may process personal data as data controllers in their own right (for example, for their own analytics or product improvement purposes). We will identify such platforms in our Privacy Policy. You should review those platforms' privacy policies where relevant to your use.

9. Communication and Telephone Compliance

9.1  Regulatory Framework

Our AI voice agents and marketing communications are subject to extensive UK and international regulations. Both parties are responsible for compliance within their respective areas of control. The primary regulatory frameworks include:

•       Privacy and Electronic Communications Regulations 2003 (PECR): Governs electronic marketing, including email, SMS, and automated telephone calls.

•       Telecommunications (Data Protection and Privacy) Regulations: Rules on use of automated calling systems.

•       Consumer Protection from Unfair Trading Regulations 2008: Prohibits misleading and aggressive commercial practices.

•       The Information Commissioner's Office (ICO) guidance on direct marketing and AI in communications.

•       The Telephone Preference Service (TPS) and Corporate Telephone Preference Service (CTPS): You must not use AI voice agents to call numbers registered with TPS or CTPS unless a valid exemption applies.

9.2  Your Compliance Obligations

You are solely responsible for:

•       Ensuring your marketing lists are lawfully obtained, up-to-date, and compliant with PECR and UK GDPR.

•       Obtaining valid consent (or establishing another lawful basis) for automated marketing calls, texts, and emails.

•       Screening your lists against TPS and CTPS registers prior to conducting AI voice campaigns.

•       Providing compliant opt-out mechanisms in all marketing communications and ensuring opt-outs are honoured promptly.

•       Including required disclosures in AI communications (such as identifying the business on whose behalf a call is made and, where applicable, disclosing the use of automation or AI).

•       Complying with any sector-specific regulations applicable to your industry (e.g. financial services, healthcare, or debt collection).

9.3  Our Role in Compliance

We will:

•       Configure AI Systems with scripts and disclosures designed to support your compliance, based on the information you provide.

•       Alert you if we identify practices within our scope that appear to raise compliance concerns.

•       Cooperate with any regulatory investigation that relates to our technical delivery of services.

However, we are not a legal compliance consultant. If you are uncertain about your obligations under communications regulations, you should seek independent legal advice. We cannot and do not provide legal advice.

9.4  Call Recording

AI voice agent interactions may be recorded for quality assurance, training, and compliance purposes. Where calls are recorded, you are responsible for ensuring customers are appropriately informed in accordance with UK GDPR and any applicable sector regulations. We will provide reasonable technical support to implement required call recording disclosures at the start of calls.

10. Service Level Agreements and Uptime

10.1  Uptime Commitment

We target a platform availability of 99% measured monthly across our core service infrastructure, excluding scheduled maintenance windows and third-party platform outages. This means we aim to keep downtime below approximately 7.5 hours per month.

10.2  Scheduled Maintenance

We may carry out scheduled maintenance that temporarily affects service availability. Where possible, maintenance will be scheduled during low-usage hours (typically between 00:00 and 06:00 UK time). We will provide at least 48 hours' advance notice of planned maintenance wherever practicable.

10.3  Support Channels and Response Times

Time

P1 — Critical

Complete service outage or AI system failure affecting active customer interactions

4 business hours

P2 — High

Significant service degradation or major feature unavailable

8 business hours

P3 — Medium

Non-critical issues or partial functionality degradation

2 business days

P4 — Low

General enquiries, feature requests, configuration changes

5 business days

Business hours are Monday to Friday, 09:00 to 17:30 UK time, excluding English public holidays. Support requests should be directed to [email protected].

10.4  SLA Exclusions

Our SLA commitments do not apply to unavailability caused by:

•       Failures in your own infrastructure, internet connection, or systems.

•       Third-party platform outages beyond our control (including GoHighLevel, AI API providers, telephony carriers, or cloud infrastructure).

•       Your failure to comply with your responsibilities under these Terms.

•       Force majeure events (see Section 15.4).

•       Suspension of services due to non-payment.

10.5  Service Credits

Where we fail to meet the 99% uptime target (excluding SLA exclusions) in any given calendar month, you may request a service credit equal to a pro-rata reduction in the affected monthly fee for the downtime period, up to a maximum credit of 20% of the monthly fee. Service credits are your exclusive remedy for SLA failures and must be requested within 14 days of the relevant month's end.

11. Term, Renewal, and Termination

11.1  Initial Term

The initial term of the agreement is as specified in your order form. If no term is specified, the initial term is three (3) calendar months from the Commencement Date. During the initial term, the agreement may only be terminated for cause as described in Section 11.3.

11.2  Renewal

After the initial term, the agreement automatically renews on a month-to-month basis unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

11.3  Termination for Cause

Either party may terminate the agreement immediately on written notice if:

•       The other party commits a material breach of these Terms and (where the breach is capable of remedy) fails to remedy it within 14 days of written notice requiring it to do so.

•       The other party becomes insolvent, enters administration, receivership, or liquidation, or makes an arrangement with creditors.

•       The other party ceases to trade or carry on business.

11.4  Termination for Convenience

After the initial term, either party may terminate the agreement without cause by providing 30 days' written notice to the other party. You remain liable for all fees that fall due during the notice period.

11.5  Termination by Us for Breach

We may also suspend or terminate services immediately (without the 14-day cure period) if:

•       We reasonably suspect you are using the services for illegal purposes.

•       Your use of the services creates legal liability or reputational risk for us.

•       You have outstanding unpaid fees more than 30 days overdue.

•       You violate our Prohibited Uses policy (Section 5.4).

11.6  Effect of Termination

Upon termination of the agreement:

•       All licences granted to you under these Terms cease immediately.

•       You must pay all outstanding fees up to and including the termination date.

•       We will provide you with a reasonable handover period (up to 14 days) to allow data export, subject to payment of all outstanding amounts.

•       We will delete or return your client data in accordance with Section 7.5.

•       Both parties' obligations that by their nature survive termination (including payment obligations, intellectual property, confidentiality, and limitation of liability) will continue.

•       We are not obliged to provide ongoing access to any AI Systems, automation workflows, or platforms after termination, even where these have been configured specifically for you, except during the handover period.

12. Refund Policy

12.1  Setup Fees

Setup fees are non-refundable once work has commenced. A setup fee covers planning, configuration, integration, and deployment work, all of which begins at the outset of the engagement. If you cancel before any work has commenced (and within 5 business days of payment), we will refund the setup fee in full, minus any third-party costs we have already incurred on your behalf.

12.2  Monthly Recurring Fees

Monthly recurring fees are generally non-refundable once the billing period has commenced, as services are delivered continuously throughout that period. However:

•       If you terminate during the initial term for our material uncured breach (Section 11.3), you will be entitled to a pro-rata refund of fees paid for the remainder of that month.

•       Where we have materially and persistently failed to meet agreed service levels over a period of 30 or more consecutive days through no fault of yours, we will consider refund requests on a case-by-case basis.

12.3  Ad Spend and Third-Party Costs

Sums paid to third-party advertising platforms, telephony providers, or other third-party suppliers on your behalf are not refundable by us, though you may be able to claim refunds directly from those providers in accordance with their own policies.

12.4  Goodwill Credits

We may, at our sole discretion, offer service credits or goodwill gestures where we fall short of your expectations in a manner not covered by the above. Such credits are a discretionary gesture and do not constitute an admission of liability.

12.5  How to Request a Refund

Refund requests should be submitted in writing to [email protected] within 30 days of the issue giving rise to the request. We will acknowledge your request within 5 business days and aim to provide a decision within 14 business days.

13. Limitation of Liability

13.1  Our Liability to You — Cap

Subject to the exceptions in Section 13.3, our total aggregate liability to you arising out of or in connection with these Terms and the services (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the total fees paid or payable by you to us in the three (3) calendar months immediately preceding the event giving rise to the claim.

13.2  Excluded Types of Loss

To the maximum extent permitted by applicable law, we exclude all liability for:

•       Loss of profits, revenue, or anticipated savings.

•       Loss of business, contracts, goodwill, or business opportunity.

•       Loss or corruption of data (beyond data restoration costs where we are directly at fault).

•       Reputational damage or damage to brand.

•       Any indirect, special, incidental, or consequential losses, even if we were advised of the possibility of such losses.

•       Losses arising from reliance on AI-generated outputs, including inaccurate, incomplete, or unexpected responses from AI Systems.

•       Losses arising from AI system performance not meeting your commercial expectations (e.g. lead conversion rates or call answer rates).

•       Losses arising from actions or inactions of third-party platforms we use to deliver services.

•       Losses arising from regulatory penalties or fines imposed on you due to your own non-compliance with applicable laws.

13.3  Exceptions — Unlimited Liability

Nothing in these Terms limits or excludes our liability for:

•       Death or personal injury caused by our negligence.

•       Fraud or fraudulent misrepresentation.

•       Any liability that cannot legally be excluded or limited under English law.

13.4  Acknowledgement of AI Limitations

You acknowledge and accept that AI Systems inherently involve uncertainty, probabilistic outputs, and the possibility of error. You agree that you will not rely solely on AI-generated outputs for critical business, legal, medical, financial, or safety decisions, and that you will maintain appropriate human oversight over AI interactions with your customers.

13.5  Mitigation

You are under a duty to take all reasonable steps to mitigate any loss or damage you suffer. We will not be liable for any losses that could have been reduced by reasonable action on your part.

14. Indemnification

14.1  Your Indemnity to Us

You agree to indemnify, defend, and hold harmless Red Lotus Digital Marketing Ltd, its directors, employees, contractors, and agents from and against any claims, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising from or related to:

•       Your breach of any provision of these Terms.

•       Your use of the services in a manner not authorised by these Terms.

•       Your violation of any applicable law or regulation, including data protection laws and communications regulations.

•       Inaccurate, incomplete, or unlawful Training Data or other materials you provide to us.

•       Claims by your customers or third parties arising from your AI System interactions, including any claim that you failed to obtain proper consent for automated marketing.

•       Your infringement of any third party's intellectual property rights.

•       Your failure to comply with TPS/CTPS screening obligations or other direct marketing compliance requirements.

14.2  Our Indemnity to You

We agree to indemnify, defend, and hold you harmless from and against any third-party claims alleging that the core technology we provide directly infringes any UK intellectual property right, provided that you:

•       Promptly notify us in writing of any such claim.

•       Give us sole control of the defence and settlement of the claim.

•       Provide us with reasonable cooperation and assistance.

Our indemnity does not apply where infringement arises from your modification of our systems, combination with third-party materials you have introduced, or your use of the services in violation of these Terms.

15. General Provisions

15.1  Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party in connection with these Terms ("Confidential Information"), and not to disclose it to any third party without the disclosing party's prior written consent, except as required by law or regulatory authority.

This obligation does not apply to information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice where legally permissible.

15.2  Entire Agreement

These Terms, together with any applicable order form and any documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral. No variation of these Terms shall be effective unless in writing and signed by authorised representatives of both parties.

15.3  Waiver

A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall prevent any further or other exercise of that right or remedy.

15.4  Force Majeure

Neither party shall be in breach of these Terms or liable for any delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond that party's reasonable control, including but not limited to acts of God, pandemic, civil unrest, government action, internet outages, or failures of third-party infrastructure. The affected party shall promptly notify the other in writing and take all reasonable steps to resume performance. If the force majeure event continues for more than 60 consecutive days, either party may terminate the agreement on 14 days' written notice.

15.5  Assignment

You may not assign, transfer, subcontract, or delegate any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms or any of our rights or obligations hereunder to any group company, successor entity, or in connection with any sale, merger, or acquisition of our business, provided we give you reasonable notice.

15.6  Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severed from the remaining provisions, which shall continue in full force and effect. The parties shall negotiate in good faith to replace any severed provision with a valid provision that achieves, as far as possible, the same commercial intent.

15.7  Notices

All legal notices under these Terms must be in writing and delivered by email (with read receipt or delivery confirmation) to the addresses provided in the order form, or by first-class post or courier to the relevant registered address. Notices take effect upon confirmed delivery. Routine communications may be by email without the above formalities.

15.8  Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing in these Terms creates any employment, agency, partnership, joint venture, or franchise relationship. Neither party has authority to bind the other in any way.

15.9  Third-Party Rights

These Terms do not create any rights under the Contracts (Rights of Third Parties) Act 1999 in favour of any third party.

16. Dispute Resolution

16.1  Good Faith Negotiation

If a dispute arises out of or in connection with these Terms or the services, the parties shall first attempt to resolve it through good-faith negotiation. Either party may trigger this process by sending a written notice to the other party clearly identifying the nature of the dispute and the outcome sought. The parties shall endeavour to resolve the dispute within 30 days of the notice being received.

16.2  Mediation

If the dispute is not resolved through negotiation within 30 days (or such longer period as agreed in writing), either party may refer the dispute to mediation. The parties will jointly appoint a mediator, and failing agreement within 10 business days, either party may request appointment by the Centre for Effective Dispute Resolution (CEDR) under its Model Mediation Procedure. The cost of mediation shall be shared equally between the parties, unless the mediator determines otherwise.

16.3  Arbitration

If the dispute is not resolved through mediation within 60 days of the mediator's appointment (or if a party refuses to participate in mediation), the dispute shall be finally resolved by binding arbitration in accordance with the Arbitration Act 1996 and the rules of the London Court of International Arbitration (LCIA). The arbitration shall be:

•       Conducted in the English language in London (or remotely where agreed).

•       Conducted by a sole arbitrator to be agreed between the parties or, failing agreement, appointed by the LCIA.

•       Governed by English law.

The arbitrator's award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction. Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court where necessary.

16.4  Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. For any matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

17. Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, applicable law, or best practice. We will notify you of any material changes by email at least 30 days before the changes take effect. The updated Terms will be posted at www.redlotusdigimark.com/terms.

If you do not agree to the updated Terms, you may terminate the agreement in accordance with Section 11 before the updated Terms take effect. Continued use of the services after the effective date of any changes constitutes your acceptance of the revised Terms.

18. Acceptance and Signature

By signing an order form, making payment, or using our services, you confirm that:

•       You have read and understood these Terms in full.

•       You have authority to enter into this agreement on behalf of the business named in the order form.

•       You agree to be bound by these Terms.