1. Who we are and what these Terms cover
Fracas Digital Limited ("Fracas", "we", "us", "our") is a company registered in England and Wales under company number 13210604, with its registered office at 2 Manor Farm Cottages, Calverton, Milton Keynes, England, MK19 6ED.
These Terms and Conditions ("Terms") govern your use of our website at fracasdigital.com (the "Site") and, unless and until a separate written agreement is signed between you and Fracas, the provision of our services. Where a signed service agreement, proposal, or statement of work exists between you and Fracas, its terms take precedence over these Terms to the extent of any conflict.
By accessing the Site or engaging our services, you agree to be bound by these Terms. If you are acting on behalf of a company or other legal entity, you confirm that you have authority to bind that entity, and "you" and "Client" refer to that entity.
2. Our services
Fracas provides marketing and growth services to businesses operating in the crypto, Web3, and adjacent technology sectors, and AI agent and automation services to businesses in any sector. Our services include, without limitation, social media management, content creation, community management, KOL and influencer campaigns, strategic partnerships, and related advisory work.
The specific services to be delivered for a Client, together with deliverables, timelines, and fees, are set out in the applicable proposal, statement of work, or service agreement agreed between the parties. Descriptions of services on the Site are for general information and do not constitute a binding offer.
3. Fees and payment
Fees are set out in the applicable proposal or service agreement and are payable against invoice. Unless otherwise agreed in writing, invoices for our own fees, including retainers, are payable within 14 days of the invoice date. All fees are exclusive of VAT and any other applicable taxes.
Third-party costs are payable in advance. Where the services involve costs payable to third parties, including KOL and influencer fees, paid placements, advertising spend, and other external campaign costs, those amounts are invoiced in advance and must be received in cleared funds before the spend is committed. Fracas is not obliged to book, launch, or continue any third-party activity until the corresponding prepayment has been received.
All payments for services are non-refundable unless expressly agreed otherwise in writing. Prepaid third-party costs that have been spent or contractually committed cannot be refunded.
Where services are provided on a recurring basis, such as monthly retainers, they continue for successive periods unless either party gives written notice of cancellation at least 14 days before the start of the next period.
We may charge interest on overdue amounts and recover reasonable collection costs under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend services while any invoice remains overdue.
4. Client responsibilities
The Client agrees to:
- provide materials, information, access, and approvals reasonably requested by Fracas in a timely manner;
- ensure that everything supplied to Fracas is accurate and does not infringe the rights of any third party;
- remain solely responsible for its own products, services, tokens, and offerings, including their legality and regulatory compliance in every jurisdiction where the Client operates or markets them.
Fracas provides marketing services; responsibility for the compliance of the Client's business and communications with applicable law rests with the Client. Fracas is not liable for delays caused by late Client approvals or materials.
5. Publicity and case studies
Unless the Client opts out by written notice, the Client grants Fracas the right to reference the Client's name, logo, and non-confidential campaign results in Fracas's marketing materials, including on the Site, in case studies, and in pitch materials. Any use of confidential performance data in a case study requires the Client's prior approval.
6. Non-exclusivity and non-solicitation
Fracas provides its services on a non-exclusive basis. We may provide services to any other person or entity, including businesses that compete directly with the Client, unless exclusivity is expressly agreed in writing.
During an engagement and for 12 months after it ends, the Client shall not, without Fracas's prior written consent, directly or indirectly solicit, hire, or engage any employee or contractor of Fracas who was involved in the delivery of services to the Client.
7. Intellectual property
Upon payment in full of all fees due, the Client owns the final deliverables created specifically for it under the engagement. Fracas retains ownership of its pre-existing materials, tools, templates, know-how, and working files, and grants the Client a licence to use them only as incorporated into the deliverables.
All content on the Site, including text, graphics, logos, and design, is owned by Fracas or its licensors and is protected by copyright, trade mark, and other intellectual property laws. You may not reproduce, republish, sell, or redistribute material from the Site without our prior written consent.
8. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, to use it only for the purposes of the engagement, and not to disclose it to any third party except to professional advisers or as required by law. This obligation survives the end of the engagement.
9. Third-party platforms and results
Our services depend on third-party platforms and channels, including X (Twitter), Telegram, Discord, YouTube, and others. These platforms may change their policies, algorithms, or availability at any time, and may suspend or restrict accounts or content at their discretion. Fracas is not responsible for the acts, omissions, or policy changes of any third-party platform, or for the performance of third parties such as influencers and partners engaged in good faith on the Client's behalf.
Marketing outcomes depend on factors outside any agency's control. Fracas will perform the services with reasonable skill and care, but does not guarantee any specific result, including follower growth, engagement levels, funds raised, or commercial performance.
10. Limitation of liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under English law.
Subject to the above, Fracas's total aggregate liability arising out of or in connection with these Terms or the services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Fracas in the 12 months preceding the event giving rise to the claim.
Fracas shall not be liable for any indirect or consequential loss, loss of profits, loss of revenue, loss of data, or loss of anticipated savings, even if advised of the possibility of such loss.
The Site and its content are provided "as is" and for general information only, without warranty of any kind to the extent permitted by law.
11. Use of the Site
You agree not to use the Site in any way that is unlawful, that damages or impairs its availability, or that attempts to gain unauthorised access to our systems.
The Site may contain links to third-party websites or services that are not owned or controlled by Fracas. We have no control over, and accept no responsibility for, the content or practices of any third-party site. Any dealings you have with third parties reached through the Site are solely between you and them.
12. Termination
Either party may terminate an engagement in accordance with the notice provisions of the applicable agreement or, where none apply, on 14 days' written notice. Fracas may suspend or terminate services immediately if the Client materially breaches these Terms, fails to pay amounts when due, or engages in conduct that Fracas reasonably considers unlawful or damaging to its reputation. Termination does not affect fees accrued up to the date of termination.
13. Changes to these Terms
We may update these Terms from time to time. The latest version will always be published on this page with its effective date. Continued use of the Site or our services after changes take effect constitutes acceptance of the updated Terms.
14. General
If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force. A failure to enforce any right under these Terms is not a waiver of that right. These Terms, together with any signed agreement between the parties, constitute the entire agreement regarding their subject matter.
15. Governing law and jurisdiction
These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with them, except that nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction.
16. Contact
Fracas Digital Limited
Registered in England and Wales, company no. 13210604
2 Manor Farm Cottages, Calverton, Milton Keynes, England, MK19 6ED
Email: info@fracasdigital.com