Terms & Conditions
These terms govern the marketing services we provide. They are written to be read, not to hide things. If anything here is unclear, ask us before you sign.
1. Who we are
These terms are between TAFLO sp. z o.o., trading as YHYM Marketing, a limited liability company registered in Poland at ul. Lipowa 2, 33-206 Smyków, Poland (KRS 0000078480 · NIP 5840203417 · REGON 002895389) ("we", "us", "our"), and the business named in the accompanying proposal or order confirmation ("you", "the Client"). You can reach us at +44 1527 342977 or taflospzoo@gmail.com.
2. What we agree to
The services we will provide are those set out in the proposal, retainer package or written scope you accept ("the Services"). Where a retainer package is named on our website, its published inclusions form part of the scope unless we agree something different in writing.
We will perform the Services with reasonable skill and care, using appropriately experienced people. We may use subcontractors and third-party software to deliver parts of the Services; we remain responsible to you for the work.
Anything not expressly listed in your scope is out of scope. Additional work is quoted and agreed separately before it starts.
3. Starting, and how long it runs
The agreement begins on the date you accept the proposal or make your first payment, whichever is earlier. Retainers run on a rolling monthly basis unless the proposal states a fixed minimum term.
Either party may end a rolling retainer by giving 30 days' written notice, effective at the end of the notice period. You remain liable for fees covering the notice period, and for work already performed or committed.
4. Fees and payment
Retainer fees are stated in the proposal and are payable monthly in advance. Prices published on our website are indicative and may be revised; the price in your accepted proposal is the price that applies to you.
Invoices are due within 14 days of issue. We invoice electronically unless you ask otherwise.
Unless stated otherwise our fees are quoted in pounds sterling and exclude VAT, which is added where legally due. If an invoice is unpaid after 14 days we may suspend the Services after giving you notice, and we may charge statutory interest on overdue sums under the Polish Act on Counteracting Excessive Delays in Commercial Transactions.
We may review our fees once in any 12-month period, giving you at least 30 days' written notice. If you do not accept a fee change you may terminate on notice before it takes effect.
5. Advertising spend
Advertising budgets are separate from our fees. Unless we agree otherwise in writing, you hold the advertising accounts and pay the platforms directly, and we take no commission or mark-up on your media spend.
You are responsible for the budget you authorise. Where we manage spend on your instruction, we will keep to the budget you have approved in writing; we are not liable for platform charges properly incurred within that approved budget.
6. Third-party platforms
The Services depend on platforms and systems we do not control, including but not limited to search engines, AI answer engines, social and advertising networks, hosting and analytics providers. Their policies, algorithms, pricing and availability can change without notice, and they may suspend or reject accounts, pages or advertisements at their discretion.
We are not responsible for those decisions or changes, or for their effect on results. You agree to comply with the terms and advertising policies of any platform used in delivering the Services.
7. Results
We do not guarantee specific rankings, placements, citations in AI-generated answers, traffic volumes, lead numbers, cost per lead, return on ad spend, or revenue. Any figures, forecasts, case studies or examples we share are illustrative of past or projected performance and are not a promise of your results.
Marketing performance depends on factors outside our control, including your pricing, capacity, sales follow-up, market conditions and competitor activity. Our obligation is to deliver the Services with reasonable skill and care, not to achieve a particular commercial outcome.
8. What we need from you
To do the work we need timely access, materials and decisions from you. That includes: reasonable access to your website, hosting, analytics, business listings and advertising accounts; accurate information about your services, pricing and coverage areas; approval of creative, copy and budgets where required; and a named contact who can make decisions.
You confirm that any material you supply is accurate, is not misleading, and does not infringe anyone else's rights. If delays or inaccurate information on your side hold up the work, timelines shift accordingly and our fees remain payable.
9. Approvals and compliance
You are responsible for the accuracy and legality of claims made about your own business. Where we prepare advertising or content for you, we will use reasonable care to keep it compliant with the UK Advertising Codes, but final approval before publication rests with you unless you have asked us in writing to publish without pre-approval.
10. Intellectual property
Each party keeps ownership of the intellectual property it had before this agreement. You keep ownership of your brand, trade marks, content and data.
Once we have been paid in full for the relevant work, you own the deliverables we create specifically for you — copy, creative, pages and reports — for use in your business.
We keep ownership of our own methods, templates, internal tools, know-how and anything we developed outside this engagement, and we may reuse them for other clients. Third-party assets, such as stock imagery, fonts and software, remain subject to their own licences.
Unless you tell us otherwise in writing, we may describe the work and name you as a client in our portfolio and marketing.
11. Confidentiality
Each party will keep the other's non-public commercial information confidential, use it only to perform or receive the Services, and not disclose it except to people who need it and are under similar obligations. This does not apply to information that is public, independently developed, or required to be disclosed by law.
12. Data protection
Both parties will comply with Regulation (EU) 2016/679 (GDPR) and Polish data protection law. Where we process personal data on your behalf — for example, lead data captured through advertising, or contacts in your systems — you are the controller and we act as processor on your documented instructions.
We will use appropriate technical and organisational measures to protect that data, only engage sub-processors that offer equivalent protections, assist you with data subject requests where reasonable, and delete or return the data at the end of the engagement unless we are required to keep it. How we handle personal data as a controller is set out in our Privacy Policy.
You are responsible for having a lawful basis and appropriate privacy notices for the data you ask us to use, including for advertising audiences and any marketing lists you supply.
13. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
Subject to that, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss.
Subject to the paragraphs above, our total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid us in the three months immediately before the event giving rise to the claim.
We are not liable for loss caused by your failure to provide accurate information or timely approvals, by changes made to your website or accounts by you or another supplier, or by the acts, policies or outages of third-party platforms.
14. Suspension and termination
Either party may terminate immediately in writing if the other commits a material breach and fails to remedy it within 14 days of being asked to, or becomes insolvent.
We may suspend or terminate immediately if we are asked to do something unlawful, misleading, or in breach of a platform's policies, or if fees remain unpaid after notice.
On termination we will invoice for work performed up to the termination date and, where practicable, hand over access to accounts and assets that belong to you.
15. Non-solicitation
During the engagement and for six months afterwards, neither party will knowingly solicit the other's employees or contractors who have been directly involved in the Services. This does not prevent responses to general public recruitment advertising.
16. Force majeure
Neither party is in breach because of an event beyond its reasonable control, including failures of communications networks or third-party platforms, industrial action, or acts of government. The affected party will tell the other promptly and both will work to limit the impact.
17. General
We are independent contractors; nothing here creates a partnership, joint venture or employment relationship. Neither party may assign this agreement without the other's written consent, except to a successor of its business.
These terms are written in English. Where a translation is provided for convenience, the English version prevails. These terms, together with the accepted proposal, form the whole agreement between us and replace any earlier discussions. If the proposal and these terms conflict, the proposal takes priority. Any variation must be agreed in writing.
If a provision is found unenforceable, the rest stays in force. A failure to enforce a right is not a waiver of it. No one other than the parties has rights under this agreement.
18. Complaints
If you are unhappy with something, tell us first — ring +44 1527 342977 or write to taflospzoo@gmail.com. We will acknowledge within two working days and aim to respond substantively within ten. Both parties will try in good faith to resolve any dispute by discussion before starting proceedings.
19. Governing law
This agreement is governed by Polish law. Any dispute that cannot be resolved by discussion will be settled by the Polish court having jurisdiction over our registered office. Nothing in this clause affects any rights you may have as a consumer under mandatory law; these terms are, however, intended for business clients.
These terms are provided for information and do not constitute legal advice. We recommend you take your own advice before entering into any agreement.
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