Service Agreement (Template)

Effective Date: 15.04.2025
Last Updated: 15.04.2025

This Agreement is made on [Insert Date]
Between:
(1) GetTarget Ltd., a company incorporated and registered in [England and Wales/Scotland/other], with company number [●], whose registered office is at [Insert Address] (“GetTarget”);
and
(2) [Client Company Name], a company incorporated and registered in [Jurisdiction], with company number [●], whose registered office is at [Insert Address] (“Client”).
Together referred to as the “Parties” and each a “Party”.

1. Definitions and Interpretation

1.1 In this Agreement:

  • “Services” means the AI-powered e-commerce support services provided by GetTarget, including but not limited to product listing optimisation, dynamic pricing, advertising campaign automation, demand forecasting, platform onboarding, market analysis, and performance reporting.
  • “Confidential Information” means all information disclosed by one Party to the other relating to their business, operations, technology, or clients, in any format.
  • “Deliverables” means any data reports, AI-generated content, product listings, or strategies created by GetTarget for the Client.“Effective Date” means the date this Agreement is signed by both Parties.
  • “Platform” refers to third-party e-commerce marketplaces such as Amazon, eBay, Etsy, and others.

1.2 Headings are for reference only and shall not affect interpretation.

1. Scope of Services

GetTarget provides AI-driven e-commerce solutions, including but not limited to:

  • AI-Enhanced Market Research: Insights into competitors, trends, and customer behaviour.
  • Product Listing Optimisation: AI-enhanced keyword, SEO, and content strategy for better marketplace visibility.
  • AI-Powered Pricing Optimisation: Automated real-time pricing adjustments based on market trends and competitor analysis.
  • AI-Driven Advertising Campaigns: Automated ad placement, budget management, and performance tracking.
  • Inventory & Demand Forecasting: AI-powered stock level predictions and automated inventory adjustments.
  • Cross-Border Expansion & Compliance Guidance: Market research, localised pricing strategies, and regulatory compliance recommendations.

2. Fees and Payment

3.1 The Client shall pay all fees as set out in the attached Schedule or Order Form, based on one or more of the following models:

  • Fixed monthly subscription
  • Modular pricing per service block
  • Performance-based incentives (where agreed)

3.2 All payments are due within 14 days of invoice unless otherwise stated. Late payments may incur interest at 2% per month above the Bank of England base rate.

3.3 All fees are exclusive of VAT, which shall be added as applicable.

3.4 Terms related to cancellations, partial services, and refunds shall be governed by the Refund, Cancellation & Termination Policy (Annex 8).

3. Term and Termination

4.1 This Agreement shall commence on the Effective Date and continue for an initial term of [insert number] months (“Initial Term”), unless terminated earlier in accordance with this Clause.

4.2 Upon the expiration of the Initial Term, the Agreement may:
(a) continue on a rolling monthly basis with mutual written confirmation; or
(b) be renewed for a fixed extension period on the same terms by means of a simple written statement signed by both Parties.

4.3 Either Party may terminate the Agreement with 30 days’ written notice after the initial term.

4.4 GetTarget may terminate this Agreement with immediate effect by written notice if the Client:
(a) commits a material breach of any provision of this Agreement and fails to remedy such breach within fourteen (14) days of written notice;
(b) becomes insolvent or enters into administration or liquidation or ceases trading.

4.5 Upon termination or expiry of this Agreement:

  • All Services shall cease immediately,
  • All outstanding fees shall become immediately payable,
  • GetTarget shall not be responsible for ongoing updates, monitoring, data access, or continued platform activity following termination,
  • The Client shall retain any Deliverables provided up to termination but acknowledges that AI-powered automation and updates will stop.

4.6 GetTarget shall not be liable for any loss of data, account suspension, sales, or marketplace impact occurring after termination.

4.7 The provisions of this Agreement intended to survive termination (including confidentiality, payment obligations, and liability limitations) shall remain in force after expiry.

5. Data Protection & Confidentiality

5.1 Both Parties agree to comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.

5.2 GetTarget processes Client data only for the purpose of delivering the Services and in accordance with its Privacy Policy.

5.3 Both Parties shall ensure that any shared Confidential Information is protected against unauthorised access and not disclosed without consent.

5.4 This obligation shall survive termination for a period of five years.

5.5 Both Parties agree to comply with the Mutual Non-Disclosure Agreement (Annex 9) regarding the protection of sensitive, internal, and strategic business information.

5.6 Data protection procedures are detailed further in the Privacy Policy (Annex 1) and Cookie Policy (Annex 3).

6. AI Tools, Explainability & Client Control

6.1 GetTarget shall apply AI-driven tools responsibly, in accordance with its AI Ethics Statement and Transparency Report.

6.2 The Client retains the right to review, approve, reject, or modify any AI-generated recommendations.

6.3 AI insights are for decision support only and do not constitute financial, legal, or regulatory advice.

6.4 All AI-powered recommendations shall follow the ethical principles and transparency commitments outlined in the AI & Data Ethics Statement (Annex 4).

67. Warranties and Liability

7.1 GetTarget warrants that the Services will be performed with reasonable skill and care.

7.2 Except as expressly stated:

  • No warranty is given that the Services will achieve any specific commercial outcome;
  • GetTarget is not responsible for marketplace platform policies, suspensions, or technical failures beyond its control.

7.3 GetTarget’s total liability under this Agreement (except for fraud or death caused by negligence) shall not exceed the total fees paid by the Client in the 12 months preceding the claim.

7.4 GetTarget shall not be held responsible for fraudulent acts perpetrated by third parties, platform-related fraud, or client-side access breaches. Clients are expected to follow guidance in the Fraud Prevention & Anti-Scam Policy (Annex 6).

8. Intellectual Property

8.1 GetTarget retains ownership of all proprietary AI tools, software, and methodologies.

8.2 The Client owns all output and Deliverables created specifically for them, including listings, campaigns, reports, and account content, subject to full payment of fees.

8.3 Neither Party may use the other’s branding, trademarks, or content without written permission.

9. Subcontracting and Third-Party Services

9.1 GetTarget may use subcontractors to deliver part of the Services, provided they are bound by equivalent confidentiality and data protection obligations.

9.2 GetTarget shall not be responsible for third-party platform decisions or outages.

10. Force Majeure

CNeither Party shall be liable for any failure or delay due to events beyond their reasonable control, including internet outages, pandemics, strikes, war, or natural disasters.

11. General

11.1 Entire Agreement: This Agreement, together with linked policies and any Order Form, constitutes the full understanding between the Parties.

11.2 Notices: Formal notices must be sent by email to the contacts stated in the Order Form or to support@gettarget.ai.

11.3 No Partnership: Nothing in this Agreement creates a legal partnership or joint venture.

11.4 Governing Law: This Agreement is governed by the laws of England and Wales, and any dispute shall be subject to the exclusive jurisdiction of the courts of England.

12. Incorporated Policies & Annexes

12.1 The following documents, which are publicly available on the GetTarget website www.gettarget.ai and may be periodically updated, are expressly incorporated into this
Agreement by reference and shall be treated as integral parts (Annexes) of this Agreement:

Annex 1: Privacy Policy
– Describes how GetTarget collects, stores, processes, and protects personal and business data in accordance with GDPR and other applicable laws.

Annex 2: Terms & Conditions (T&C) / Terms of Service
– Sets out the general terms applicable to all users of GetTarget services, including use limitations, disclaimers, and client responsibilities.

Annex 3: Cookie Policy
– Outlines the use of cookies and similar tracking technologies on the GetTarget website and customer platform access points.

Annex 4: AI & Data Ethics Statement
– Details GetTarget’s principles and commitments for ethical and transparent use of artificial intelligence in all service areas.

Annex 5: Responsible E-Commerce Practices Policy
– Describes how GetTarget ensures that all services and recommendations comply with e-commerce regulations, including fair pricing, platform policies, and consumer protection standards.

Annex 6: Fraud Prevention & Anti-Scam Policy
– Defines how GetTarget protects its clients and systems from fraudulent activity, scams, and abuse, including client guidance on how to recognise and report such threats.

Annex 7: Service Level Agreement (SLA)
– Establishes measurable service delivery standards and availability levels, response times, and support commitments.

Annex 8: Refund, Cancellation & Termination Policy
– Explains how service cancellations, terminations, and refund requests are handled, including limitations and timeframes.

Annex 9: Mutual Non-Disclosure Agreement (NDA)
– Outlines mutual confidentiality obligations between GetTarget and the Client relating to proprietary, strategic, and sensitive business information.

12.2 The Client confirms that they have reviewed, understood, and accepted each of the above documents as binding components of this Agreement.

12.3 In the event of a conflict between this Agreement and any incorporated document, this Agreement shall take precedence unless otherwise expressly stated.

IN WITNESS WHEREOF, this Agreement has been signed by the authorised representatives of the Parties: