Terms of Service

1. About these Terms

These Website Terms of Service (“Terms”) govern your access to and use of the website located at neramarketing.co.uk and any related subdomains, including without limitation pay.neramarketing.co.uk and pay.neramarketing.com (together, the “Website”), together with any enquiries, accounts, communications, proposals, payments, Services, or commercial relationships arising from your use of the Website.

The Website is operated by Nera Marketing Ltd, a company incorporated in England and Wales under company number 15186660, whose registered office is at Unit 73 The Laurels, Manston Business Park, Ramsgate, Kent, CT12 5NQ, together with Nera Marketing FZ-LLC, a Free Zone Limited Liability Company registered in Ras Al Khaimah, United Arab Emirates under Ras Al Khaimah Economic Zone Authority Licence Number 46002007 and Registration Number 0000004085287, whose registered office is at VUPR1504, Compass Building, Al Hulaila, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates.

References in these Terms to “Nera”, “we”, “us” and “our” include Nera Marketing Ltd, Nera Marketing FZ-LLC, and any group company, affiliate, subsidiary, holding company, trading name, or approved subcontractor of either entity, which together operate and trade under the “Nera” and “Nera Marketing” brand (together, the “Nera Group”). All rights, protections, disclaimers, warranties in our favour, limitations of liability, and exclusions in these Terms apply equally to, and may be enforced by, each member of the Nera Group.

By accessing, browsing, using, registering with, submitting information to, making any payment to, purchasing any Services from, or otherwise engaging with the Website or Nera, you confirm that you have read, understood, and agreed to be bound by these Terms in full. If you do not agree, you must stop using the Website and must not make any payment to us.

2. Business Users Only

The Website, and all Services, products, advice, communications, proposals, invoices, and payments arising from or connected to the Website, are intended solely for use by businesses, sole traders, limited companies, partnerships, and individuals acting in the course of a trade, business, craft, or profession (each a “Business User”).

By using the Website, submitting any enquiry, engaging any Services, or making any payment, you represent and warrant that:

You are at least 18 years of age
You are acting exclusively in the course of a business, trade, craft or profession, and not as a consumer
You have full authority to enter into these Terms and any resulting engagement on behalf of the entity you represent
You are not purchasing the Services for personal, family, or household use

You expressly acknowledge and agree that the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and any other legislation or regulation granting rights exclusively to consumers do not apply to any relationship, payment, or engagement between you and Nera, and you waive any purported benefit or protection under them to the fullest extent permitted by law.

In the event that you make payment using a personal card, personal bank account, or any other facility connected to a consumer credit agreement, you warrant that the payment is made wholly and exclusively for business purposes, and you expressly acknowledge and agree that you will not seek to rely on Section 75 of the Consumer Credit Act 1974, Section 75A of that Act, any chargeback scheme applicable to consumers, or any analogous right or protection, in respect of any payment to any member of the Nera Group.

3. Services Offered Through the Website

Through the Website, Nera makes available information about, and the ability to enquire about or engage, a broad range of marketing, digital, and advisory Services including but not limited to:

Website design, development, hosting, maintenance and technical services
Competition website builds, including the Nera Competition Engine and related proprietary systems
DCMS Voluntary Code of Good Practice compliance packages and compliance setup
Coordination of legal opinion letters via specialist solicitor partners
Meta (Facebook and Instagram) and Google advertising management and strategy
Search engine optimisation, content creation, and content marketing
Social media management and creative services
Email marketing, automation, and CRM setup
Video, photography, and branded content production
Graphic design, branding, and creative direction
Payment provider introductions and integration coordination
Consultancy, training, strategy, and advisory services
Any other services advertised, described, quoted, retained, or agreed between you and Nera from time to time (together, the “Services”)

Any engagement to deliver Services to you is additionally governed by our separate B2B Terms of Service Agreement and any signed Proposal, which prevail over these Terms to the extent of any conflict in respect of that engagement. These Website Terms continue to govern all other aspects of your use of the Website and interaction with us.

4. Information on the Website

All information on the Website, including descriptions of Services, case studies, portfolios, client logos, testimonials, pricing indications, turnaround times, performance figures, industry statistics, blog content, guides, ebooks, tutorials, compliance commentary, and any other published material, is provided for general information purposes only.

While we take reasonable care to ensure information is accurate at the time of publication, we make no representation or warranty, express or implied, that any content is complete, current, accurate, reliable, error-free, suitable, or fit for any particular purpose. You rely on any information on the Website entirely at your own risk.

Nothing on the Website constitutes legal, financial, regulatory, tax, accounting, or other professional advice. You should not act or refrain from acting on the basis of any content on the Website without first obtaining independent professional advice relevant to your specific circumstances.

References to UK competition law, the Gambling Act 2005, Section 14(5) exemptions, skill-based competition structures, free entry routes, the DCMS Voluntary Code of Good Practice, GDPR, PECR, CAP Code, ASA rules, payment-processor positions, advertising platform policies, or any other regulatory or technical topic are general commentary only and are not a substitute for a written legal opinion from a qualified solicitor or professional advice from a regulated adviser.

5. Prices, Quotes, and Availability

Any pricing, packages, retainer fees, or service descriptions published on the Website are indicative only and do not constitute a binding offer. All Services are subject to scoping, availability, our acceptance of your application, and our onboarding checks. A binding contract is only formed when a written Proposal is accepted by you, when our B2B Terms of Service Agreement is signed, or when any payment is made in respect of Services, whichever occurs first.

We reserve the right, at any time and without notice, to modify, suspend, or discontinue any part of the Website, any Service, any pricing or package structure, or any promotional offer, and to decline, pause, or terminate any enquiry, application, onboarding, or engagement at our sole discretion.

6. Account Registration and Security

Where the Website, or any subdomain or linked platform operated by us, allows you to create an account, register for a Service, or access any client area, portal, reporting dashboard, file share, or hosted environment, you are solely responsible for:

Providing accurate, complete, current, and truthful information
Maintaining the confidentiality and security of all login credentials, access tokens, and authentication factors
All activity taking place under your account, whether authorised by you or not
Notifying us immediately of any unauthorised access, suspected breach, or compromise of credentials
Logging out at the end of each session, particularly on shared devices

We are not liable for any loss or damage arising from your failure to secure your account, your sharing of credentials, or any unauthorised use of your account.

7. Payments, Invoicing, and Authorised Charges

This clause sets out the commercial terms applying to all payments made to any member of the Nera Group, whether via card (including Stripe), direct debit (including Bacs, Stripe Direct Debit, GoCardless, or any equivalent), standing order, bank transfer, invoice, payment link, recurring subscription, or any other payment method.

7.1 Currency, Tax, and Invoicing

All fees are quoted in GBP (or such other currency as stated) and are exclusive of VAT and any other applicable taxes, duties, or levies, which are payable in addition
Invoices may be issued by any member of the Nera Group at our discretion. Payment of any invoice constitutes acceptance that it is valid and due under these Terms, regardless of which entity issued it
You may not withhold or dispute payment on the basis that the invoicing entity differs from the entity you believe you contracted with

7.2 Payment Terms

Payment is due in accordance with the invoice or agreed Proposal. Where no term is stated, payment is due immediately on issue
Project fees, deposits, and retainers are payable in advance. No work commences until payment has cleared
Recurring fees (including monthly retainers, advertising management fees, hosting fees, and subscription fees) are charged automatically on the due date via the payment method on file, whether that is a card via Stripe, a direct debit mandate, or any other authorised method
You authorise us to charge the card or debit the bank account you have provided for all current and future sums due, including recurring fees, until you terminate the engagement in accordance with these Terms or our B2B Terms of Service Agreement
You shall pay all amounts in full and cleared funds, without set-off, counterclaim, withholding, or deduction of any kind

7.3 Late Payment

If any sum is not paid by the due date, interest accrues automatically at 8% per annum above the Bank of England base rate, calculated daily from the due date until payment in full
We may also claim statutory fixed compensation and reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998
We may, without liability, suspend all Services, take down any live website, restrict access to any platform or portal, revoke any licence, pause any advertising campaign, and withhold all deliverables and source files, immediately upon any payment being 7 days overdue

7.4 Card Authorisation and Payment Finality

By making any card payment to us, whether via the Website, pay.neramarketing.co.uk, pay.neramarketing.com, any Stripe-hosted checkout, any invoice link, or any other Nera-managed payment page, you:

Authorise the full amount shown to be charged to the card provided, together with all associated taxes and fees
Confirm that you are the authorised holder of the card or have full authority from the cardholder to make the payment on behalf of the Business User
Confirm that the payment is made wholly for the Business User’s business purposes and is not a consumer transaction
Confirm that you have had the opportunity to review these Terms, any applicable Proposal, and any applicable B2B Terms of Service Agreement, and that you accept them in full as a condition of making the payment
Acknowledge and agree that the payment, once authorised, is final and settled, and is made in consideration for Services rendered, to be rendered, or made available to you, and that no portion of the payment is refundable save as expressly set out in these Terms or in an applicable Proposal

7.5 Card on File, Storage, and Future Use

By providing your card details to us, or to Stripe or any other payment processor acting on our behalf, via pay.neramarketing.co.uk, pay.neramarketing.com, any Nera-managed payment page, any Stripe-hosted checkout, any payment link, or any invoice, you expressly authorise us and our payment processors to:

Securely store your card details (tokenised in accordance with PCI DSS requirements) as a card on file for your account
Use the stored card details to process further payments without the need for re-entry of card details, including future invoices, top-ups, recurring retainer fees, subscription fees, hosting fees, advertising management fees, overdue balances, late payment interest, administration fees, chargeback recovery amounts, and any other sum due to any member of the Nera Group
Automatically charge the stored card on any due date, including for recurring Services, without further notice or authorisation from you
Use the stored card to settle any unpaid invoice that becomes overdue by more than 7 days, at our discretion
Update the stored card details via card-scheme account updater services (including Visa Account Updater and Mastercard Automatic Billing Updater) when your card is reissued, replaced, or reactivated, so that continuity of payment is maintained without interruption
Retain the stored card details for as long as you remain a customer, a prospective customer, or have any outstanding balance, and for a reasonable period thereafter for accounting, audit, dispute, and recovery purposes

You are responsible for notifying us promptly in writing if your card is cancelled, lost, stolen, or should no longer be used. Until we receive such notice, we are entitled to rely on your authorisation to charge the stored card. You may revoke this authorisation for future charges (other than sums already due) by giving us not less than 14 days’ written notice to hello@neramarketing.co.uk, provided that revocation does not relieve you of any obligation to pay sums accrued or due under these Terms or any Proposal.

7.6 Direct Debit Authorisation

By setting up a direct debit mandate in our favour (whether via Stripe, GoCardless, Bacs, or any other provider), you authorise us to collect payments from the nominated bank account for all sums due under these Terms, any Proposal, and any B2B Terms of Service Agreement, on a one-off or recurring basis as applicable. You are responsible for ensuring sufficient funds are available on each collection date. Any unpaid or returned direct debit constitutes a breach of these Terms and attracts the late payment, administration, and recovery consequences set out in this Clause.

7.7 No Refunds

To the fullest extent permitted by law, all fees paid to any member of the Nera Group are strictly non-refundable under all circumstances. This includes, without limitation:

Deposits, milestone payments, and advance payments
Retainer fees, subscription fees, and recurring service fees
Setup fees, onboarding fees, and configuration fees
Advertising spend, ad platform costs, and media buys
Third-party licences, plugin fees, theme fees, domain fees, hosting fees, and SaaS subscriptions paid on your behalf
Consultancy fees, strategy fees, and advisory fees
Legal opinion coordination fees and solicitor onboarding fees
Any other fee of any description

No refund, credit, or pro-rata adjustment will be granted in respect of any Services already provided, partially provided, scoped, scheduled, resourced, commenced, or made ready for delivery, regardless of the reason for non-continuation, cancellation, dissatisfaction, change of circumstances, change of direction, or change of mind.

8. Chargebacks, Payment Reversals, and Disputes

This Clause applies to any chargeback, card-scheme dispute, direct debit indemnity claim, payment reversal, refund request, Section 75 claim, Section 75A claim, or similar action (each a “Payment Dispute”) initiated by you, the cardholder, or the bank account holder, in respect of any payment made to any member of the Nera Group.

8.1 Pre-Dispute Resolution Required

Before initiating any Payment Dispute, you agree that you must first:

Contact us in writing at hello@neramarketing.co.uk setting out in full the nature of your concern, the invoice and transaction references, and the outcome you are seeking
Allow us a reasonable period of not less than 30 days to investigate and respond
Engage in good-faith discussions with us to resolve the matter commercially

Initiating a Payment Dispute without first complying with this pre-dispute process is a material breach of these Terms, regardless of the underlying merits of your concern.

8.2 Chargebacks Without Lawful Cause

You acknowledge and agree that any Payment Dispute initiated by or on behalf of you is without lawful cause and constitutes a material breach of these Terms where, among other things:

You authorised the original payment and received the Services or deliverables corresponding to it
You received some or all of the Services, whether or not to your complete satisfaction
The dispute concerns your change of mind, change of circumstances, change of business direction, dissatisfaction with commercial outcome (including advertising performance, entries, conversions, rankings, or return on investment), or disagreement over scope or timeline
The dispute relates to Services provided by or via third parties we introduced (including payment processors, solicitors, hosting providers, or software vendors)
You did not comply with the pre-dispute resolution process in Clause 8.1
You purport to rely on consumer-protection rights despite having accepted these Terms on a Business User basis

8.3 Consequences of Chargebacks or Payment Reversals

In the event of any Payment Dispute, whether successful or not, whether initiated with or without lawful cause, you agree that:

The full reversed or disputed amount becomes immediately repayable to us as a debt, independent of the outcome of the card-scheme or bank dispute process
You are liable for all bank charges, card-scheme fees, processor fees, processor penalties, and third-party costs we incur as a result, on a full indemnity basis
You will pay an administration fee of £250 per Payment Dispute, to reflect our reasonable internal costs of handling the dispute
We may immediately suspend or terminate any and all Services, take down any live website or campaign, revoke all licences, withhold all deliverables, source files, and access credentials, and require the return of any property in your possession
We may report you and your business to credit reference agencies, trade bodies, fraud prevention databases (including Cifas or equivalent), card-scheme merchant risk databases, and relevant regulators
We may share details of the Payment Dispute with our bank, acquirer, payment processor, and any relevant third party, as evidence in our defence or in support of recovery
We reserve the right to pursue recovery of all sums through debt collection agencies, County Court proceedings, statutory demand, or any other lawful means, together with all associated costs on an indemnity basis

8.4 Evidence and Cooperation

You acknowledge that in defending any Payment Dispute, we may rely on, and may disclose to our acquirer, payment processor, and card-scheme authority:

These Terms, any signed Proposal, any signed B2B Terms of Service Agreement, and any email or written correspondence evidencing your acceptance
Timestamps of your acceptance, login events, and payment authorisation
Records of Services delivered, deliverables provided, meetings held, and communications exchanged
Any invoices, receipts, and payment records
Any evidence of your use of the Services, the Website, or any deliverables

You consent to our use and disclosure of such information for the purpose of defending any Payment Dispute and recovering sums due, and you waive any objection to such use and disclosure on the grounds of data protection, confidentiality, or otherwise, to the fullest extent permitted by law.

9. Intellectual Property

All content on the Website, including text, graphics, logos, images, photographs, videos, audio, code, design elements, the Nera Marketing name and logo, the Nera Competition Engine, all proprietary frameworks, methodologies, templates, checklists, reports, guides, processes, and know-how (together, the “Nera IP”), is owned by or licensed to the Nera Group and is protected by copyright, trade mark, database right, confidential information, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and view the Website for the sole purpose of considering or engaging our Services. You may not, without our prior written consent:

Copy, reproduce, republish, download, post, broadcast, transmit, or otherwise distribute any content from the Website
Use any Nera IP for any commercial purpose
Frame, mirror, scrape, data-mine, or use automated systems, robots, spiders, or similar tools to extract content from the Website
Use the Website or any Nera IP to train, fine-tune, evaluate, benchmark, or augment any machine learning, generative AI, or artificial intelligence model or system
Remove, obscure, or alter any proprietary notices, credits, watermarks, or metadata
Use any Nera trade mark, brand name, trading name, or domain name (including “Nera”, “Nera Marketing”, “Nera Competition Engine”, or “neramarketing”) except as expressly permitted by us in writing

Any IP in deliverables produced for a paying client transfers only on the terms set out in the relevant Proposal or B2B Terms of Service Agreement, and only on full payment. We reserve all rights not expressly granted in these Terms.

10. Submitted Content and Communications

If you submit any content to the Website (including enquiry forms, uploaded files, briefs, testimonials, reviews, comments, proposals, campaign assets, brand materials, or any other materials), you warrant that:

You own or have all necessary rights, licences, and consents to submit the content
The content is accurate, lawful, and does not infringe any third-party intellectual property, privacy, publicity, or other rights
The content is not defamatory, obscene, threatening, harassing, discriminatory, or otherwise unlawful
You consent to us using the content for the purposes of responding to your enquiry, delivering the Services, and operating our business

You grant us a worldwide, royalty-free, perpetual, irrevocable, sub-licensable licence to use, reproduce, adapt, and publish any feedback, testimonials, reviews, suggestions, or ideas you submit, in our marketing, case studies, proposals, social media, and business development activities.

We may moderate, edit, reject, or remove any submitted content at our sole discretion without notice or explanation.

11. Prohibited Use

You must not use the Website, or any Service:

In any unlawful, fraudulent, deceptive, or misleading way, or for any unlawful or improper purpose
To transmit any malware, virus, worm, trojan, ransomware, keylogger, or other malicious code
To attempt to gain unauthorised access to the Website, its servers, any related system, account, network, or infrastructure
To interfere with, disrupt, overload, impair, or probe the Website or any user’s access to it
To circumvent any security feature, access control, or rate limit
To impersonate any person or entity, or misrepresent your identity, authority, or affiliation
To harvest, scrape, or collect personal data about other users or staff
To engage in any activity that violates these Terms, any applicable law or regulation, or the rights of any third party

We reserve the right to investigate suspected breaches and to take any action we consider appropriate, including reporting to law enforcement, banning you from the Website, pursuing civil recovery, and supporting criminal prosecution.

12. Third-Party Services, Links, and Introductions

The Website may contain links to, references to, or introductions to third-party websites, services, products, or providers, including payment processors, acquirers, hosting providers, software platforms, plugins, themes, solicitors, insurance providers, advertising platforms, analytics providers, and other professional partners.

We provide such links, references, and introductions for information or convenience only. We do not control, endorse, guarantee, or assume responsibility for any third-party website, service, provider, onboarding decision, pricing, availability, performance, or data handling.

Where we introduce you to any third-party provider, we act solely as an introducer. We are not a party to any agreement you enter into with that provider, we have no authority to bind them, and we accept no liability for any loss, cost, delay, or damage arising from their decisions, their services, or their failure to provide services, even where we may receive an introducer fee or commission.

13. Advertising and Campaign Services

Where we manage advertising campaigns on your behalf (including on Meta, Google, TikTok, LinkedIn, or any other platform), the following additional terms apply:

Advertising spend is held and disbursed on your behalf. You remain the legal spender and advertiser on record
We accept no liability for campaign performance, cost-per-result, conversion rate, ad-account standing, ad platform policy changes, platform outages, account suspensions, ad disapprovals, or any restriction or termination imposed by an advertising platform
You are responsible for ensuring that all ads, creative, landing pages, and targeting comply with the advertising platform’s policies, the CAP Code, the ASA rules, and all applicable law
Management fees are payable in full regardless of campaign performance, spend levels, account status, or any platform action
We may pause or cease advertising activity immediately where payment is outstanding, where platform policy is breached, or where we reasonably believe the campaign poses regulatory, reputational, or compliance risk

14. Hosting and Maintenance

Where we provide website hosting, our service is limited to keeping the site live and accessible. It does not include, unless expressly agreed in a separate maintenance agreement or Proposal:

Security patches, plugin updates, theme updates, or core platform updates
Bug fixes, performance optimisation, or ongoing development
Backup management beyond our standard schedule
Remediation of third-party deprecations, compatibility issues, or plugin conflicts
Malware removal, recovery from hacking, or restoration following a cyber event

Such services are quoted and charged separately. We do not guarantee uptime, performance, or continuous availability of any hosted website, and we accept no liability for downtime, data loss, or any consequence of hosting-related events.

15. Availability and Technical Matters

We do not guarantee that the Website, or any Service, will be available continuously, uninterrupted, error-free, secure, or free from viruses or harmful components. We may suspend, withdraw, or restrict access to the Website or any Service at any time, for any reason, without notice.

You are responsible for ensuring that your devices, systems, browsers, and connections are compatible with the Website and for taking your own precautions against malware, data loss, and security vulnerabilities.

16. Disclaimers

To the maximum extent permitted by law, the Website, all content, Services, deliverables, introductions, advice, and materials made available through it are provided on an “as is” and “as available” basis. We expressly disclaim all representations, warranties, conditions, and terms of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, reasonable skill and care, reliability, or uninterrupted availability, save as expressly set out in a signed B2B Terms of Service Agreement.

We make no representation or warranty, and give no guarantee, that your use of the Website, engagement of any Service, or reliance on any content, will result in any specific commercial outcome, including without limitation revenue, sales, entries, leads, enquiries, conversions, traffic, rankings, engagement, follower growth, ad-account approvals, payment-processor approvals, regulatory approvals, compliance outcomes, or return on investment. All performance indications, case studies, and historical figures are illustrative only.

17. Limitation of Liability

Nothing in these Terms limits or excludes our liability for:

Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Any other liability which cannot lawfully be limited or excluded

Subject to the above, and to the maximum extent permitted by law:

Our total aggregate liability to you (and to anyone acting on your behalf or through your account), arising out of or in connection with your use of the Website, these Terms, any Service, or any matter arising from your engagement with us, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, is capped at the total fees actually paid by you to any member of the Nera Group in the 12 months preceding the event giving rise to the claim, or £500, whichever is the greater
We are not liable for any indirect, consequential, special, punitive, or exemplary loss or damage
We are not liable for any loss of profits, revenue, business, sales, contracts, anticipated savings, goodwill, reputation, data, entries, enquiries, leads, ad-account standing, payment-processor standing, platform access, regulatory outcomes, or opportunity
We are not liable for any loss or damage arising from hacking, cyberattack, malware, ransomware, unauthorised access, data breach, vulnerability in any third-party platform, plugin, theme, or dependency, or your failure to maintain secure credentials or backups
We are not liable for any loss or damage arising from the acts, omissions, decisions, pricing, onboarding outcomes, suspensions, or terminations of any third-party provider, payment processor, acquirer, bank, solicitor, advertising platform, hosting provider, or regulator
We are not liable for any delay, failure, or loss caused by your acts or omissions, including delayed provision of content, materials, feedback, or approvals

Any claim must be notified to us in writing within 6 months of the event giving rise to it. Failure to notify within this period constitutes an irrevocable waiver of the claim.

18. Indemnity

You agree to indemnify, defend, and hold harmless the Nera Group and each of its directors, officers, employees, contractors, agents, and approved subcontractors from and against all claims, proceedings, losses, damages, costs, fines, penalties, chargebacks, bank fees, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

Your use of the Website or any Service
Your breach of these Terms
Your breach of any applicable law or regulation, including the Gambling Act 2005, UK GDPR, the Data Protection Act 2018, PECR, the CAP Code, ASA rules, consumer protection law, payment-services regulation, advertising platform policies, or any other regulatory regime
Any content you submit to the Website or provide to us
Any competition, prize draw, promotion, campaign, product, or commercial activity you operate, whether or not supported by Services we deliver
Any Payment Dispute or chargeback initiated by or on behalf of you without lawful cause
Any third-party claim arising from your operation of a website, service, campaign, or product built, managed, or supported by Nera

This indemnity survives termination and remains in force indefinitely.

19. Data Protection and Privacy

Our collection, use, and disclosure of personal data is governed by our Privacy Policy, available at https://neramarketing.co.uk/privacy-policy, which forms part of these Terms. By using the Website or engaging any Service, you acknowledge that you have read and understood the Privacy Policy. You are solely responsible for your own compliance with data protection law in respect of any personal data you share with us or process using Services we deliver.

20. Suspension and Termination

We may, at our sole discretion and without liability:

Suspend, restrict, or terminate your access to the Website or any Service at any time, for any reason, without notice
Remove, edit, or refuse to publish any submitted content
Refuse any enquiry, application, onboarding, or prospective engagement
Terminate any engagement immediately where you breach these Terms, initiate a Payment Dispute without lawful cause, fail to pay, engage in unlawful activity, or act in a manner that could bring the Nera Group into disrepute

Termination does not relieve you of any accrued obligations, including payment obligations. All clauses which by their nature should survive termination do so, including Clauses 7, 8, 9, 10, 17, 18, 19, 21, 22, 23, and 24.

21. Non-Disparagement

You agree not to make, publish, procure, or encourage any false, misleading, or defamatory statement about Nera, the Nera Group, our staff, our clients, or our Services, whether online, in writing, or verbally, including on review platforms, social media, or any public forum. Honest and factually accurate statements about your own experience are not prevented by this clause. Breach of this clause is a material breach of these Terms and we reserve the right to pursue all available remedies, including damages and injunctive relief.

22. Compliance and Sanctions

You represent and warrant that you are not, and are not controlled by or acting on behalf of, any person or entity subject to sanctions administered by the United Kingdom, the United States, the European Union, the United Nations, or the United Arab Emirates. You agree to comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions, and export-control laws, including the Bribery Act 2010, the Proceeds of Crime Act 2002, and UAE Federal Decree-Law No. 20 of 2018. Breach of this clause entitles us to terminate immediately and report to relevant authorities.

23. General

23.1 Assignment

You may not assign, transfer, sub-contract, or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. We may freely assign, transfer, or novate our rights and obligations to any member of the Nera Group or to a successor in business without your consent.

23.2 Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, save that force majeure does not excuse your obligation to pay sums already due.

23.3 Third Party Rights

Members of the Nera Group may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999. Otherwise, no third party has any right to enforce any term of these Terms.

23.4 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, any Proposal, quote, invoice, and any signed B2B Terms of Service Agreement between you and Nera, constitute the entire agreement between us in relation to your use of the Website and any Services, and supersede all prior understandings, representations, and communications.

23.5 Changes

We may update these Terms at any time by posting an updated version on the Website. The updated version takes effect from the date of posting. Your continued use of the Website, or continued engagement of any Service, following any update constitutes acceptance of the revised Terms.

23.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or deleted, without affecting the validity of the remaining provisions.

23.7 Waiver

No failure or delay in exercising any right under these Terms operates as a waiver. No single or partial exercise of any right precludes any further exercise of that or any other right.

23.8 Notices

Notices to us must be sent in writing to hello@neramarketing.co.uk. Notices to you may be given by email to any address you have provided, by post to any address you have provided, or by posting on the Website.

23.9 Electronic Communications

You consent to receiving all communications, agreements, notices, and records from us electronically. Electronic signatures, clicks, tick-box acceptances, payment authorisations, and continued use of the Website have the same legal effect as a handwritten signature.

24. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims, and any Payment Dispute), are governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, save that any member of the Nera Group may bring proceedings to protect its intellectual property, confidential information, or to recover sums due, in any competent jurisdiction.