1. Introduction & Acceptance

These Terms of Service (“Terms”) govern the relationship between CranUp (“CranUp”, “we”, “us”, “our”) and the client (“you”, “Client”) engaging our digital marketing and technology services. These Terms apply to all services provided unless a separate signed agreement expressly supersedes them.

By engaging our services — whether by signing a proposal, Statement of Work (SOW), or any written or electronic instruction to commence work — you confirm that you have read, understood, and agree to be bound by these Terms.

2. Services

2.1 Scope

CranUp provides the following services (as agreed in each SOW or proposal):

• Social Media Marketing — strategy, content creation, community management, paid social advertising
• Graphic Design — brand identity, UI/UX design, marketing collateral, packaging
• Performance Marketing — Google Ads, Meta Ads, LinkedIn Ads, retargeting, CRO
• Ecommerce Development — Shopify, WooCommerce, custom online stores
• ERP Development — custom ERP systems, Odoo implementation, integrations
• Custom Software Development — web apps, mobile apps, SaaS platforms, APIs

2.2 Statements of Work

Each engagement will be governed by a written SOW or proposal specifying scope, deliverables, timeline, and fees. In the event of a conflict between these Terms and an SOW, the SOW shall take precedence only to the extent of the specific conflict.

2.3 Changes to Scope

Any changes to the agreed scope must be requested in writing and agreed by both parties. CranUp reserves the right to charge additional fees for out-of-scope work. We will provide a written change order before commencing any additional work.

3. Client Obligations

You agree to:

• Provide accurate, complete, and timely information, materials, and approvals required for CranUp to perform the services
• Designate a primary point of contact with authority to make decisions on your behalf
• Respond to requests for feedback, approvals, or information within 5 business days (unless otherwise agreed)
• Ensure that any materials, content, trademarks, or assets you provide to CranUp do not infringe any third-party intellectual property rights
• Comply with all applicable laws in connection with your use of our services and your business operations
• Maintain the security of any login credentials or platform access we provide

CranUp is not liable for delays or failures in performance resulting from your failure to meet these obligations. Timelines may be extended accordingly and additional fees may apply.

4. Fees & Payment

4.1 Fees

Fees are set out in the applicable SOW or proposal. CranUp reserves the right to revise its fees with 30 days’ written notice for ongoing retainer engagements.

4.2 Invoicing & Payment Terms

• Invoices are issued as specified in the SOW (typically monthly in advance for retainers, or milestone-based for projects)
• Payment is due within 14 days of the invoice date unless otherwise agreed
• Late payments accrue interest at the rate of 8% per annum above the Bank of England base rate (UK), or the maximum rate permitted by applicable law
• CranUp reserves the right to suspend services if payment is overdue by more than 14 days

4.3 Expenses

Any third-party costs (ad spend, software licences, stock imagery, hosting) will be billed at cost or as agreed in the SOW. Such costs require prior written approval from you.

4.4 Taxes

All fees are exclusive of applicable taxes (VAT, GST, sales tax, service tax). You are responsible for all applicable taxes in your jurisdiction. CranUp will charge applicable VAT/GST where required by law.

5. Intellectual Property

5.1 Ownership of deliverables

Upon receipt of full payment, CranUp assigns to you all intellectual property rights in the final deliverables specifically created for you under the SOW, including copyright in creative works, code, and designs.

5.2 CranUp’s retained rights

CranUp retains ownership of:

• All pre-existing intellectual property, tools, frameworks, methodologies, and know-how used to create the deliverables
• Any reusable code libraries, templates, or components not specifically commissioned under the SOW
• The right to use deliverables in our portfolio and marketing materials (unless you request otherwise in writing)

5.3 Third-party materials

Where deliverables include third-party materials (stock photography, fonts, plugins, open-source libraries), ownership and licensing of those materials remains with the respective owners. CranUp will disclose significant third-party materials. Any licensing fees for such materials will be agreed in advance.

5.4 Client materials

You grant CranUp a non-exclusive licence to use your materials, trademarks, and content solely for the purpose of providing the services. CranUp will not use your materials for any other purpose.

6. Confidentiality

Each party agrees to keep the other’s confidential information (“Confidential Information”) strictly confidential and not to disclose it to any third party without prior written consent, except:

• To employees or contractors who need to know it for the purpose of the services and are bound by equivalent confidentiality obligations
• As required by law, court order, or regulatory authority

Confidential Information excludes information that is: (a) publicly available through no breach of these Terms; (b) independently developed without reference to the Confidential Information; (c) received from a third party without restriction.

This obligation survives termination of the engagement for a period of 3 years.

7. Data Protection

Each party shall comply with applicable data protection laws. Where CranUp processes personal data on your behalf (e.g., managing ad platforms, CRM data), the parties will enter into a Data Processing Agreement (DPA) covering:

• The nature and purpose of processing
• Security measures
• Sub-processor arrangements
• Assistance with data subject rights requests

Our full Privacy Policy is available at cranup.com/privacy-policy/ and is incorporated into these Terms by reference.

8. Warranties & Representations

8.1 CranUp warrants that:

• Services will be performed with reasonable skill and care
• We have the right to enter into this agreement and perform the services
• Deliverables, to our knowledge, will not infringe any third-party intellectual property rights

8.2 You warrant that:

• You have the authority to enter into this agreement
• All materials and information you provide are accurate and do not infringe any third-party rights
• Your use of the deliverables will comply with all applicable laws

8.3 Disclaimer

Except as expressly stated, CranUp makes no warranty that services will achieve specific business results (including revenue targets, ROAS, follower growth, or ranking positions). Digital marketing outcomes are subject to market conditions, algorithm changes, and factors outside our control.

9. Limitation of Liability

To the fullest extent permitted by applicable law:

• CranUp’s total aggregate liability to you arising out of or in connection with these Terms shall not exceed the total fees paid by you to CranUp in the 3 months preceding the event giving rise to the claim
• CranUp shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or loss of goodwill, even if advised of the possibility of such damages

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless CranUp and its officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of:

• Your breach of these Terms
• Your violation of any applicable law
• Any claim that materials or content you provided to CranUp infringe any third-party intellectual property rights
• Your use of the deliverables in a manner not permitted by these Terms

11. Term & Termination

11.1 Term

These Terms apply for the duration of each active SOW or retainer engagement. Retainer engagements continue on a rolling monthly basis unless terminated in accordance with Section 11.2.

11.2 Termination for convenience

Either party may terminate a retainer engagement by giving 30 days’ written notice. Project-based engagements may be terminated by mutual written agreement, with fees payable for all work completed to the date of termination.

11.3 Termination for cause

Either party may terminate immediately if the other party:

• Is in material breach of these Terms and fails to remedy the breach within 14 days of written notice
• Becomes insolvent, enters administration, or ceases to trade

11.4 Effect of termination

On termination: (a) all outstanding fees become immediately due; (b) CranUp will return or destroy your materials on written request; (c) licences granted under these Terms continue in relation to deliverables for which full payment has been received; (d) provisions that by their nature should survive termination (including confidentiality, IP ownership, limitation of liability) will continue to apply.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance arising from causes beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, civil unrest, government actions, internet outages, or third-party platform changes (including changes to Google, Meta, or LinkedIn algorithms or policies).

13. General

13.1 Entire Agreement

These Terms, together with any applicable SOW, proposal, and DPA, constitute the entire agreement between the parties and supersede all prior agreements and representations relating to the subject matter.

13.2 Amendments

CranUp may update these Terms from time to time. Material changes will be notified in writing with 30 days’ notice. Continued engagement after that date constitutes acceptance.

13.3 Waiver & Severability

No waiver of any right under these Terms shall be effective unless in writing. If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

13.4 Assignment

You may not assign your rights or obligations under these Terms without CranUp’s prior written consent. CranUp may assign its rights and obligations to any affiliate or successor entity.

13.5 Notices

All notices must be in writing and delivered by email to hello@cranup.com (for notices to CranUp) or to the email address on file for you. Notices are effective on receipt.

14. Governing Law & Dispute Resolution

The governing law and dispute resolution mechanism depends on the Client’s location, as set out below. The parties agree that the law of the relevant jurisdiction applies and that disputes will be resolved as described.

14.1 United Kingdom clients

These Terms are governed by the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales. CranUp and UK-based clients agree to attempt mediation before commencing legal proceedings.

14.2 United States clients

These Terms are governed by the laws of the State of Delaware (or such other state as specified in the SOW), without regard to conflict of law principles. Disputes shall be resolved by binding arbitration administered under the American Arbitration Association (AAA) Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction.

14.3 Indian clients

These Terms are governed by the laws of India. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996, with the seat of arbitration in Mumbai. The arbitration shall be conducted in English before a sole arbitrator mutually appointed by the parties.

14.4 All other jurisdictions

For clients in other jurisdictions, these Terms are governed by the laws of England and Wales, with disputes subject to the jurisdiction of the courts of England and Wales.