Terms of Service

Last updated: 16 August 2025

These Terms of Service (“Terms”) set out how Toop Digital (“Toop”, “we”, “us”) works with you when you use our website or hire us for services. By using www.toop.digital or approving a proposal/statement of work (“SOW”), you agree to these Terms.

1) Who we are

Toop Digital
 Website: www.toop.digital
 Office: Western Heights, 8th Floor, Skyrise Business Centre, along Karuna Road, behind Sarit Centre, Nairobi, Kenya
Email: hello@toop.digital
Phone/WhatsApp: +254115661135

2) What these Terms cover

  1. Use of our website, forms, and communication channels.
  2. Our services: SEO, Social Media Management, Social Media Marketing (Paid Ads), and SEM/PPC (Google Ads).
  3. Any SOW or proposal you approve (email approval counts).

If a clause here conflicts with an SOW, the SOW takes precedence for that project.

3) Your responsibilities

  1. Provide accurate information, timely access, and decisions.
  2. Ensure you have rights to any content, data, or accounts you supply.
  3. Comply with applicable laws and platform policies for your business and industry.
  4. Designate a point‑person who can review and approve work quickly.

4) Our responsibilities

  1. Deliver services professionally and with reasonable skill and care.
  2. Share weekly updates (what worked / what didn’t / what’s next).
  3. Flag risks or delays early and propose fixes.
  4. Keep your non‑public information confidential.

5) Fees, billing, and taxes

  1. Fees, timelines, and deliverables are defined in the SOW.
  2. Deposits/retainers are invoiced upfront unless the SOW says otherwise.
  3. Invoices are due within 7 days of issue (or as stated in the SOW).
  4. Late payment may pause work and attract a reasonable late fee/interest where lawful.
  5. Applicable taxes (e.g., VAT/withholding) are your responsibility unless the SOW states otherwise.

6) Changes to scope

If you request work outside the agreed SOW (“scope change”), we will confirm impact on fees and timelines for approval. We do not proceed without written confirmation (email is sufficient).

7) Intellectual property

  1. You own your existing materials, trademarks, data, and accounts.
  2. We own our pre‑existing methods, templates, and know‑how.
  3. Unless the SOW says otherwise, once invoices are fully paid, you receive a perpetual, worldwide, non‑transferable license to use deliverables we create for your business.
  4. Third‑party assets (e.g., stock, fonts, plugins) are subject to their own licenses.

8) Acceptable use

You may not use our services to post or promote unlawful, misleading, discriminatory, or harmful content. We may refuse or remove content that violates platform rules or law.

9) Confidentiality and publicity

  1. Each party will keep the other’s non‑public information confidential and use it only to deliver the services.
  2. Unless your SOW/NDA says otherwise, you allow us to use your name/logo and a short, non‑sensitive results summary as a case study. You can opt out at any time by emailing hello@toop.digital

10) Data protection

  1. Our Privacy Policy explains how we handle personal data.
  2. When we process personal data on your behalf, we will sign a Data Processing Agreement (DPA) if required.
  3. You are responsible for having a lawful basis for any marketing data you supply and for honoring data subject rights.

11) Third‑party tools

We may use trusted third‑party platforms (e.g., Google, Meta, LinkedIn, TikTok, analytics, hosting). Their terms and privacy policies apply in addition to ours.

12) Warranties and disclaimers

  1. We will provide services with reasonable skill and care.
  2. We do not guarantee specific rankings, costs, or revenue. Outcomes depend on market conditions, budgets, offers, seasonality, and platform changes.
  3. Content on our site is informational and not legal, financial, or tax advice.

13) Limitation of liability

To the fullest extent permitted by law:

  1. We are not liable for indirect, special, incidental, or consequential losses, including lost profits, revenue, or goodwill.
  2. Our total liability for all claims related to a service is limited to the fees you paid for that service in the three (3) months before the event giving rise to the claim.
  3. Nothing limits liability for fraud, gross negligence, or where the law does not allow limits.

14) Indemnity

You agree to indemnify and hold us harmless from claims, costs, and losses arising from: (a) your content, data, or instructions; or (b) your breach of law or these Terms.

15) Term, termination, and suspension

  1. These Terms apply when you first use our site or engage us and continue until ended.
  2. Either party may terminate an SOW on written notice as stated in the SOW (e.g., 30 days). You will pay for work performed and committed costs up to the termination date.
  3. We may suspend services for non‑payment or if your use poses security or legal risks.

16) Non‑solicitation

During the engagement and for six (6) months after it ends, you will not directly hire our employees or contractors who worked with you without our written consent. If you do, a placement fee equal to three (3) months of the person’s gross pay applies.

17) Governing law and disputes

These Terms are governed by the laws of Kenya. Disputes will be resolved first by good‑faith negotiation. If unresolved, they may be brought in the courts of Nairobi, Kenya. Either party may seek urgent injunctive relief in any competent court.

18) Notices

Official notices should be sent to hello@toop.digital and will be deemed received on the next business day after sending. We will send notices to the primary contact email specified in your SOW.

19) Changes to these Terms

We may update these Terms to reflect changes in law or our services. We will post the new date at the top. If changes are significant, we will add a clear notice on our site or notify you by email where appropriate. Continued use of our site or services after changes means you accept the updated Terms.

20) Entire agreement

These Terms, your SOW, and any signed DPA or NDA form the entire agreement for the services and replace earlier discussions or understandings.

21) Contact

Questions about these Terms? Email hello@toop.digital or write to us at Western Heights, 8th Floor, Skyrise Business Centre, along Karuna Road, behind Sarit Centre, Nairobi, Kenya.