Terms of Service

1. Our Services

1.1 ikigai Platform (GrowthOS)

Subject to these Terms and any applicable statement of work, ikigai grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the ikigai GrowthOS platform ("Platform") solely for your internal business purposes during the term of your engagement. Access credentials are personal to the individuals designated in your account and must not be shared with any third party. We reserve the right to suspend or revoke access at any time if these Terms are breached.

1.2 Consultancy Services

ikigai provides growth marketing consultancy services including, but not limited to, website development, paid media management, search engine optimisation (SEO), analytics and reporting, AI consulting, marketing automation, and strategic advisory. The specific scope, deliverables, timelines, and fees for each engagement shall be set out in a proposal or statement of work ("SOW") agreed between the parties. In the event of any conflict between these Terms and a SOW, the SOW shall prevail to the extent of the inconsistency.

1.3 Account Registration

To access certain services, you may be required to register an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your login credentials confidential and not share them with any unauthorised person
• Notify us immediately of any unauthorised use of your account
• Accept responsibility for all activities that occur under your account

1.4 Data Security

We implement appropriate technical and organisational measures to protect client data against unauthorised access, alteration, disclosure, or destruction. In the event of a data breach that affects your personal data or confidential information, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach, providing details of the nature of the breach, the likely consequences, and the measures taken or proposed to address it.

1.5 Age Restriction

Our services are intended for use by individuals aged 18 years or older. By using our services, you confirm that you are at least 18 years of age. We do not knowingly provide services to, or collect information from, anyone under the age of 18.

2. Usage Requirements

2.1 Acceptable Use

You agree not to use our services or the Platform to:

• Infringe or misappropriate any third-party intellectual property rights, including copyrights, trademarks, patents, or trade secrets
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform
• Distribute, transmit, or facilitate the distribution of any malware, viruses, worms, or other harmful or malicious code
• Scrape, crawl, or use any automated means to access the Platform or extract data without our prior written consent
• Use the services for any unlawful, fraudulent, or deceptive purpose
• Interfere with or disrupt the integrity or performance of the Platform or related systems
• Attempt to gain unauthorised access to any part of the Platform, other accounts, or connected systems
• Sublicense, resell, or redistribute access to the Platform or any deliverables without our prior written consent

2.2 Feedback

If you provide us with any feedback, suggestions, ideas, or recommendations regarding our services or the Platform ("Feedback"), you grant ikigai a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, incorporate, and otherwise exploit such Feedback for any purpose without obligation or compensation to you.

2.3 Confidentiality

Each party acknowledges that it may receive confidential information from the other party in connection with the services ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, client data, pricing, technical information, proprietary methodologies, and any information marked as confidential or that a reasonable person would understand to be confidential. Each party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party
• Use Confidential Information solely for the purposes of the engagement
• Return or destroy all Confidential Information upon termination of the engagement, upon request

These confidentiality obligations shall survive termination of these Terms for a period of three (3) years.

2.4 Third-Party Integrations

Our services may involve integration with or use of third-party platforms and services, including but not limited to Google Ads, Google Analytics, Meta (Facebook/Instagram), LinkedIn, HubSpot, Shopify, and other marketing or analytics tools. ikigai is not responsible for the availability, accuracy, or reliability of any third-party platform. Your use of third-party platforms is subject to those platforms' own terms of service and privacy policies. We do not warrant that third-party integrations will be uninterrupted, error-free, or compatible with all features of the Platform. Any changes to third-party APIs or policies that affect our services are outside our control and shall not constitute a breach of these Terms.

2.5 Intellectual Property

ikigai retains all intellectual property rights in its proprietary tools, methodologies, frameworks, templates, the Platform, and any pre-existing materials ("ikigai IP"). Nothing in these Terms transfers ownership of ikigai IP to you.

The Client retains all rights in their own data, brand assets, and materials provided to ikigai. Subject to payment of all applicable fees, the Client shall own the deliverables specifically created for them as set out in the applicable SOW, excluding any ikigai IP incorporated therein, for which a non-exclusive licence is granted for the Client's business use.

3. Fees and Payments

3.1 Fees

Fees for our services shall be as set out in the applicable proposal or statement of work. Engagements may be structured as monthly retainers, project-based fees, or such other arrangement as agreed between the parties in writing. Unless otherwise specified in the SOW, all fees are quoted in British Pounds Sterling (GBP).

3.2 Payment Terms

Invoices are due and payable within fourteen (14) days of the date of invoice, unless otherwise agreed in writing in the applicable SOW. Payments shall be made by bank transfer or such other method as we may specify. For retainer engagements, invoices will be issued monthly in advance on the agreed billing date.

3.3 Taxes

All fees are exclusive of any applicable taxes. The Client is responsible for all taxes, duties, and levies arising from the engagement, including Jersey Goods and Services Tax (GST) where applicable. ikigai will charge GST on invoices where required by law.

3.4 Fee Changes

For ongoing retainer engagements, ikigai may adjust fees by providing no less than thirty (30) days' written notice prior to the start of the next billing period. If the Client does not agree to the revised fees, they may terminate the retainer in accordance with Section 4.1.

3.5 Late Payment

If any invoice remains unpaid beyond the due date, ikigai reserves the right to:

• Charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until payment is received in full
• Suspend the provision of services (including access to the Platform) until all outstanding amounts have been paid
• Withhold delivery of any outstanding work product or deliverables
• Recover reasonable costs incurred in collecting the overdue amount

4. Term and Termination

4.1 Term

The term of each engagement shall be as specified in the applicable SOW. For monthly retainer engagements, unless otherwise agreed, the engagement shall continue on a rolling monthly basis and may be terminated by either party by providing no less than thirty (30) days' written notice. For project-based engagements, the term shall run until completion of the agreed deliverables or as otherwise specified in the SOW.

4.2 Termination for Cause

Either party may terminate the engagement immediately by written notice if the other party:

• Commits a material breach of these Terms or the applicable SOW and fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach
• Becomes insolvent, enters administration, liquidation, or any analogous proceedings under the laws of any jurisdiction
• Is unable to pay its debts as they fall due

4.3 Effect of Termination

Upon termination of the engagement for any reason:

• All outstanding fees for services rendered up to the date of termination shall become immediately due and payable
• ikigai shall, upon request and payment of all outstanding fees, provide the Client with a reasonable handover of work in progress, deliverables completed to date, and access credentials for any third-party accounts managed on the Client's behalf
• The Client's access to the Platform shall be revoked
• Each party shall return or destroy any Confidential Information of the other party in its possession
• Sections 2.2 (Feedback), 2.3 (Confidentiality), 2.5 (Intellectual Property), 3 (Fees and Payments, to the extent of outstanding obligations), 5 (Liability), and 6 (General) shall survive termination

5. Liability

5.1 Indemnification

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, and employees from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with any breach of these Terms by the indemnifying party, or any negligent or wrongful act or omission of the indemnifying party in the performance of its obligations under these Terms.

5.2 Disclaimer

Marketing by its nature involves uncertainty. Whilst ikigai will use reasonable skill and care in providing the services, we do not guarantee any specific results, outcomes, rankings, traffic levels, lead volumes, conversion rates, or return on investment. The services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, ikigai disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.3 Limitation of Liability

To the fullest extent permitted by law:

• Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, howsoever arising
• ikigai's total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to ikigai in the twelve (12) months immediately preceding the event giving rise to the claim
• Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law

5.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government actions, power failures, internet or telecommunications failures, or third-party service outages. The affected party shall notify the other party promptly and use reasonable endeavours to mitigate the effects of the force majeure event.

6. General

6.1 Entire Agreement

These Terms, together with any applicable SOW 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 and contemporaneous agreements, representations, and understandings, whether written or oral.

6.2 Assignment

The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of ikigai. ikigai may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to the Client.

6.3 Notices

All notices under these Terms shall be in writing and sent by email. Notices to ikigai shall be sent to hello@ikigai.je. Notices to the Client shall be sent to the email address associated with their account or as otherwise specified in the applicable SOW. Notices shall be deemed received on the business day following transmission.

6.4 Amendments

No amendment or modification of these Terms shall be effective unless made in writing and agreed by both parties. ikigai may update these Terms from time to time by posting the revised version on its website. Continued use of the services after such changes constitutes acceptance of the updated Terms.

6.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which shall continue in full force and effect. The parties shall negotiate in good faith to replace the severed provision with a valid provision that achieves, to the extent possible, the original commercial intent.

6.6 Governing Law

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 the Island of Jersey. The parties irrevocably submit to the exclusive jurisdiction of the Royal Court of Jersey for the resolution of any disputes arising under or in connection with these Terms.

6.7 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Contact

If you have any questions about these Terms of Service, please contact us at hello@ikigai.je