These Terms of Use are applicable to all customers and students who have purchased or are currently intending to purchase “advisory services” outlined below (hereinafter “you” or “Client”). Client agrees he/she has or is planning to willingly and voluntarily purchase services rendered by Marketing by Nadia Ltd (hereinafter “Consultant”), and you agree you voluntarily are entering or entered into a legally binding Agreement with Marketing by Nadia Ltd, inclusive of the following terms and conditions:

SERVICES

The Client wishes to hire the Consultant for Marketing Advisor Services (the “Services”) and the Consultant has agreed to provide the Services in accordance with the terms of this Agreement. The Services are further described as:

• Provide two (2) 1-hour advisory calls in the course of one month to answer questions related to the Client’s marketing initiatives.

• Answer questions related to topics discussed on advisory calls via email or text messages during the same month.

TERM AND CANCELLATION

Initial Term

The Consultant shall provide the Services, within seven (7) days after the payment is made in full and continue for one month (30 days) following the agreed start date until (the “Initial Term”). After the Initial Term, the Consultant shall continue to provide the Services on a month-to-month basis on the same terms and conditions (unless the Consultant’s fees for the Services are changed to the current rates at the sole discretion of the Consultant, or as amended in writing. The Consultant shall continue to provide the Services until either party provides notice to the other party in accordance with the Cancellation terms of this Agreement.

Cancellation

If during the Initial Term,

a. the Client wishes to cancel this Agreement, the Client shall give 15 days’ notice to the Consultant stating the last date that the Consultant shall provide the Services (the “Initial Term Cancellation Date”) and the Client shall pay to the Consultant for the Services up to and including the Initial Term Cancellation Date, as well as any outstanding payments owing for additional services and/or Additional Expenses, and the Client shall pay the final invoice in accordance with the payment terms in this Agreement; OR

b. the Consultant wishes to cancel this Agreement, the Consultant shall give the Client 15 days’ notice stating the last day that the Consultant shall provide Services (the “Initial Term Cancellation Date”) and the Client shall pay to the Consultant for the Services up to and including the Initial Term Cancellation Date. The Consultant shall prepare and deliver a final invoice for the Services completed up to and including the Initial Term Cancellation Date, as well as any outstanding payments owing for additional services and/or Additional Expenses, and the Client shall pay the final invoice in accordance with the payment terms in this Agreement.

If after the Initial Term,

a. the Client wishes to cancel this Agreement, the Client shall give 15 days’ notice to the Consultant stating the last date that the Consultant shall provide the Services (the “Cancellation Date”) and the Client shall pay to the Consultant for the Services up to and including the Cancellation Date, as well as any outstanding payments owing for additional services and/or Additional Expenses, and the Client shall pay the final invoice in accordance with the payment terms in this Agreement; OR

b. the Consultant wishes to cancel this Agreement, the Consultant shall give the Client 15 days’ notice stating the last day that the Consultant shall provide Services (the “Cancellation Date”) and the Client shall pay to the Consultant for the Services up to and including the Cancellation Date. The Consultant shall prepare and deliver a final invoice for the Services completed up to and including the Cancellation Date, as well as any outstanding payments owing for any additional services or Additional Expenses, and the Client shall pay the final invoice in accordance with the payment terms in this Agreement.

FEES, PAYMENTS AND REFUNDS

Fees and Payments

In exchange for the Services provided by the Consultant, the Client shall pay, the Consultant £500 GBP for each month until this Agreement is terminated in accordance with this Agreement OR £1,000 for the entire duration of this Agreement, by sending funds via a Stripe link provided by the Consultant.

Late Payments

The Client shall pay the Consultant within 7 business days of receiving any invoices (the “Payment Due Date”) or before the commencement of work, whichever occurs first. If any payment is not received on the Payment Due Date, the Consultant may stop work on all the Services until all outstanding payments are received in full. The Client will be charged a late fee of 2% compounding monthly, equaling 24% annually, on all outstanding invoices starting from the payment due date.

Refunds

The Client shall not be entitled to receive any refunds of amounts paid to the Consultant.

RESPONSIBILITIES OF PARTIES

Communication Requirement

During the Term and as long as this Agreement is in effect, the Client agrees to maintain communication and provide all information and feedback needed for the Consultant to carry out their obligations under this Agreement. The parties agree to inform the other using reasonable efforts should a delay occur, or be expected to occur. If the Client does not maintain communication or provide the Consultant with information as requested and required from time to time, the Consultant may, in their discretion, delay the delivery of the Services and/or charge Client a fee to accommodate for such delay, in the Consultant’s sole discretion.

Storage of Files

The Consultant shall store and back-up all digital copies of strategic documents, sprint planning documents, deliverables from projects worked on, and reports until the final deliverables are provided to the Client. Upon delivery, the Client is solely responsible for ensuring safe storage of the files and deliverables and understands the Consultant is not liable for any lost or damaged files or deliverables.

Passwords

The Client agrees to provide any passwords and log-in credentials to the Consultant for any accounts, third-party programs and social media platforms as required from time to time to perform the Services on or before the start date for the Services.

INTELLECTUAL PROPERTY

Ownership of Rights

Upon full payment of the Fee, the Consultant will assign and grant to the Client all rights, title and interest in the Consultant’s works created under this Agreement (the “Works”). Upon assignment, the Client will grant the Consultant an irrevocable, non-exclusive license to use the Works for Consultant’s own marketing purposes, including use on the Consultant’s website, social media platforms and in their portfolio. If any payment is not made in accordance with this Agreement during the Term, the Consultant has the right to revoke this license at their sole discretion.

Exclusion

The rights granted to the Client in the Works created under this Agreement does not include the rights to any work developed by the Consultant prior to the Effective Date of this Agreement or independently developed by the Consultant and incorporated into the work that are proprietary to the Consultant.

Consultant Warranty

The Consultant warrants to the Client that to the best of their knowledge, that the Works do not infringe on any third party copyright or intellectual property rights.

Client Warranty

The Client warrants to the Consultant that any information or material provided to the Consultant, such as images, fonts, designs or graphics, are not protected by any third party copyright or any third party intellectual property rights and that the Consultant can use all information provided by the Client lawfully.

CONFIDENTIALITY AND PRIVACY

Confidentiality and Non-Disclosure

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, business records, financial data, marketing strategies, advertising campaigns, inventions, client or customer lists and information, personal data, software, operation manuals, social media account metrics, passwords, intellectual property, trade secrets, and the contents of this Agreement (“Confidential Information”). The Client and the Consultant each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other, and will remain bound by their duty of confidentiality to the other.

Privacy Policy

The Consultant may collect personal information during the Term, including the Client name, address, email address, phone number, billing information, financial and business information, or other personal information (the “Personal Information”). By providing the Personal Information to the Consultant, the Client consents and grants to the Consultant permission to use and store such information in order to facilitate the Services. The Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as Zoom, Google Meet, or Loom, and third-party payment providers to be used by the Consultant in order to deliver the Services. The Client confirms that the Consultant is not responsible for the terms and policies of any third-party platforms and it is the Client’s responsibility to review third-party privacy policies and terms and conditions.

RELEASE, INDEMNITY AND WAIVER

Approval of the Works

The Client is solely responsible to ensure all works provided as part of the Services are accurate, complete and free of errors, including grammatical or spelling errors prior to posting, printing or publishing. The Client understands they are solely responsible for any costs, losses, charges or expenses related to any works that the Client has approved and assumes full responsibility for same. The Consultant will send all works to the Client via email, text, or Google Drive. The Client is responsible for approving all works within 3 business days. Any delay in Client providing their approval may result in the delivery of Services or additional fees to be charged by Provider.

Professional Disclaimer

The Client understands and agrees that in engaging the Consultant, the Consultant is not providing individual legal, tax, or accounting advice and any information provided is for general information and educational purposes only.

No Earnings Guarantee or Warranty

The Client acknowledges that the Consultant makes no warranty or guarantee that Services will lead to any specific earnings, business growth or financial results or that the Client will experience the same or similar results as others who have engaged the Consultant for similar services. The Client acknowledges that the Services provided are provided without any express or implied warranties of any kind.

Release, Waiver, and Indemnity

The Client releases, indemnifies and saves harmless the Consultant, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising out of or related to this Agreement, however caused, including negligence. The Client agrees to either secure reasonable insurance coverage to cover any costs, losses, damages or expenses, including legal fees, which may be incurred as a result of the Services or if no insurance is secured, the Client waives its right to seek legal recourse against the Consultant for compensation. This clause survives the expiration or early termination of this Agreement.

Limitation of Liability

In the event the Consultant is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by the Client to the Consultant.

GENERAL

Relationship of Parties

Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between the Consultant and the Client. The Client is hiring the Consultant as an independent contractor only, as per UK employment laws.

For the avoidance of doubt, Consultant has sole right to control and direct the means, manner and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of England. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of England.

Dispute Resolution

In the event any dispute arises between the parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The parties may agree to virtual mediation, when available, in the United Kingdom.

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be provided to the other party in writing (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of any Notice. Any Notice will be deemed to be delivered on the date and time when the Notice is sent.

Assignment

This Agreement may not be assigned to any other party except with the express written consent of the other Party.

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.

Entire Agreement

This Agreement constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

Amendments

The Parties may only amend this Agreement by mutual written agreement.

Survival

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.

Counterparts and Electronic Signing

By completing the online purchase and being charged the amount listed above, Client confirms he or she has reviewed this contract, completed any and all appropriate additional research, and asked any and all necessary questions of The Consultant in order to feel appropriately educated of the engagement and service being offered. Client understands he or she will not be entitled to a refund once completing this purchase for any reason.

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