Services Terms & Conditions


Effective Date: 01/04/2025

1. Definitions and Interpretation

1.1 In these Terms & Conditions:

  • “Business Day” means any day (other than Saturday or Sunday) when banks in London are open for business.
  • “Business Hours” means 9am to 5pm Monday to Friday.
  • “Confidential Information” means all information, whether written or oral, that is disclosed by one Party to the other in connection with these Terms & Conditions, and includes any reports, documents, or data created by the Company.
  • “Fees” means the subscription or project fees payable by the Client in accordance with Clause 6.
  • “Services” means the marketing and related services provided by the Company under these Terms & Conditions.
  • “Subscription” means the rolling monthly engagement described in Clause 2.
  • “Project” means a fixed-scope engagement agreed by both Parties under Clause 3.
  • “Ad Spend” means any advertising or media spend paid to third parties in connection with the Services.
  • “Content” means any content, materials, designs, campaigns, creative works, strategies, reports, or other deliverables produced by the Company in the course of providing the Services.

1.2 References to writing include email and commonly used electronic messaging platforms (including WhatsApp, iMessage, or similar). References to statutes include amendments and re-enactments. Headings are for convenience only.

  1. Subscription Engagement

2.1 Where the Parties agree to work on a subscription basis, the Services shall be provided on a rolling monthly subscription.
2.2 The subscription begins on the agreed start date and continues unless terminated in accordance with Clause 8.
2.3 The minimum notice period to terminate a subscription is four (4) weeks’ written notice.
2.4 Subscription Fees remain payable throughout the notice period, whether or not the Client chooses to use the Services during that time.

  1. Project Engagement

3.1 Where the Parties agree to work on a project basis, the scope, deliverables, fees, and timeline will be set out in a Project Proposal or Quotation confirmed in writing by the Client.
3.2 Project fees are payable in accordance with Clause 6.
3.3 Termination of a Project by the Client before completion will not entitle the Client to a refund of amounts already paid. Work completed up to the termination date shall be billed at the Company’s standard rate of £100 per hour, unless otherwise agreed in writing.

  1. Company’s Obligations

The Company shall:

  • Perform the Services with reasonable skill, care, and in line with agreed timescales where possible.
  • Provide information and advice reasonably requested by the Client in connection with the Services.
  • Use the Client’s systems, access codes, and data only for the purpose of delivering the Services.
  • Keep all Client information secure and confidential, subject to Clause 9.
  1. Client’s Obligations

The Client shall:

  • Provide all information, access, and assistance reasonably required by the Company to deliver the Services.
  • Respond to approval requests within five (5) Business Days of receipt via email or any commonly used communication platform agreed between the Parties (including WhatsApp, iMessage, or similar). Failure to respond will be deemed approval.
  • Follow reasonable instructions/advice provided by the Company.
  • Ensure all content, images, and materials supplied are either owned or properly licensed.
  • Indemnify the Company against any claims, costs, or damages arising from content supplied by the Client.
  • Confirm it is acting as a business, not as a consumer.

5A. Client Dependencies & Delays

5A.1 The Client acknowledges that the Company’s ability to deliver the Services depends on the Client fulfilling its obligations under Clause 5.

5A.2 Where the Client fails to provide required information, access, approvals, or assistance within the timeframe requested by the Company (or, where none specified, within five (5) Business Days):

  • (a) any deadlines, timescales, or performance obligations of the Company shall be extended by a reasonable period;
  • (b) the Company shall not be liable for any delay, failure, or shortfall in performance arising from such failure; and
  • (c) the Company may charge additional fees if extra work is required as a result.

5A.3 If the Client’s delay exceeds twenty (20) Business Days, the Company may suspend the Services or terminate the Agreement under Clause 8. For subscriptions, Fees remain payable during any suspension caused by the Client’s delay.

  1. Fees and Payment

6.1 Subscription fees are payable monthly in advance.

  • The first invoice will be issued on the agreed start date, payable within seven (7) days.
  • Subsequent invoices will be issued on the same calendar day each month.

6.2 Project fees will be invoiced as agreed in the Project Proposal. Unless otherwise agreed:

  • 50% shall be payable on commencement; and
  • 50% on completion of the project.

6.3 All payments must be made in full without deduction or set-off.
6.4 Late payments shall accrue interest at the higher of 10% per annum or 3% above Barclays Bank base rate.
6.5 The Company may suspend Services if payment is not received on time, and Fees shall remain payable during any suspension caused by non-payment.
6.6 Fees are non-refundable once invoiced, except where Services are not provided due to the Company’s default.
6.7 The Company reserves its statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

6A. Paid Media and Ad Spend

6A.1 Unless otherwise agreed in writing, the Client shall remain responsible for all Ad Spend.

6A.2 Where, at the Client’s request or due to necessity, the Company pays Ad Spend directly from its own bank account:

  • (a) the Client shall reimburse the Company in full for the amount of such Ad Spend; and
  • (b) the Company shall be entitled to charge an additional fee equal to 20% of the total monthly Ad Spend paid as a management fee for administration, handling, and credit risk.

6A.3 Such amounts shall be invoiced and payable in accordance with Clause 6.

  1. Provision of Services
  • The Company shall comply with all applicable laws and regulations.
  • The Company will take reasonable care not to damage the Client’s reputation or brand.
  • Services outside the agreed scope may incur additional fees.
  • The Company does not warrant or guarantee specific outcomes, performance levels, or results from the Services.
  1. Termination

8.1 Subscription Engagements may be terminated without cause by either Party on at least four (4) weeks’ written notice. Fees remain payable throughout the notice period.
8.2 Project Engagements may be terminated by either Party for cause under Clause 8.3, but otherwise run until completion of the agreed scope.
8.3 Either Party may terminate immediately if the other:

  • Fails to pay sums due within 28 days of invoice date.
  • Commits a material breach not remedied within 21 days of notice.
  • Becomes insolvent, bankrupt, or enters liquidation/administration.
    8.4 Termination does not affect rights or obligations already accrued.
  1. Confidentiality

Each Party shall keep all Confidential Information secret and use it only for the purpose of these Terms & Conditions, subject to usual legal/regulatory exceptions. Obligations survive termination.

  1. Liability and Indemnity

10.1 The Company’s liability for negligence or breach shall be limited to the lower of twice the Fees paid in the previous 12 months or the limit of its professional indemnity insurance.
10.2 Nothing excludes liability for death or personal injury caused by negligence.
10.3 The Client indemnifies the Company against losses arising from breach of these Terms & Conditions or misuse of Client materials.
10.4 The Company shall not be liable for any indirect, special, or consequential loss, including but not limited to loss of profits, revenue, goodwill, or anticipated savings.
10.5 Neither Party is liable for delays caused by events outside their reasonable control.

  1. Force Majeure

Neither Party will be liable for delays or failures caused by events beyond their reasonable control, including strikes, power failures, terrorism, natural disasters, or government action. Subscription Fees remain payable unless both Parties agree otherwise in writing.

  1. Data Protection & GDPR

12.1 Both Parties shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

12.2 For the purposes of the Services, the Client is the data controller and the Company is the data processor (as those terms are defined in UK GDPR).

12.3 The Company shall:

  • (a) process personal data only on the documented instructions of the Client, unless required to do so by law;
  • (b) ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations;
  • (c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
  • (d) not engage any sub-processor without the prior written authorisation of the Client and shall ensure any sub-processor is bound by equivalent obligations;
  • (e) assist the Client, insofar as reasonably possible, in responding to data subject requests under data protection law;
  • (f) assist the Client in ensuring compliance with its obligations relating to security, breach notification, data protection impact assessments, and prior consultations with supervisory authorities, taking into account the nature of processing and information available to the Company;
  • (g) at the choice of the Client, delete or return all personal data to the Client at the end of the Services, and delete existing copies unless required to retain them by law;
  • (h) make available to the Client all information reasonably necessary to demonstrate compliance with this Clause and allow for audits, including inspections, by the Client or its authorised auditors, provided reasonable notice is given;
  • (i) notify the Client without undue delay after becoming aware of a personal data breach.

12.4 The Client warrants that it has all necessary rights, consents, and lawful bases to provide the Company with personal data for processing under these Terms & Conditions.

12.5 Each Party shall be separately responsible for its own compliance with UK GDPR in respect of any personal data it processes as an independent controller.

  1. Advertising Compliance

13.1 The Client acknowledges that advertising and marketing activity is subject to the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) and oversight by the Advertising Standards Authority (ASA).
13.2 The Client shall remain responsible for the content of all advertising and marketing materials, and indemnifies the Company against any claims, fines, or sanctions resulting from content provided or approved by the Client.

  1. Relationship of the Parties

These Terms & Conditions do not create a partnership, agency, or joint venture. The Company is an independent contractor.

  1. Finder’s Fee

15.1 If the Client hires, engages, or contracts directly with any individual or entity who has been engaged by the Company in connection with the Services — including employees, contractors, freelancers, or third-party entities — during the term of this Agreement or within twelve (12) months after its termination, the Client shall pay the Company a finder’s fee.

15.2 The finder’s fee shall be equal to up to 30% of that individual’s or entity’s first year’s gross remuneration or contract value, pro-rated for shorter contracts, or such lower amount as reasonably reflects the Company’s loss.

15.3 The finder’s fee shall become payable within thirty (30) days of the individual or entity commencing work with the Client.

  1. Notices

All notices must be in writing and delivered by email or recorded post to the most recent contact details provided. Notices are deemed received:

  • On delivery (if hand delivered or couriered within Business Hours).
  • On sending (if by email or direct message on an agreed platform, with delivery confirmation).
  • On the 5th Business Day after posting by mail within the UK.
  1. Intellectual Property and Use of Content

7.1 All assets, materials, or content originally supplied by the Client remain the Client’s property.

17.2 Unless otherwise agreed in writing, all intellectual property rights in any content, materials, or deliverables created by the Company (“Content”) shall transfer to the Client only once all Fees due have been paid in full.

17.3 The Company retains ownership of all underlying methodologies, frameworks, design templates, source files, and working documents used in the creation of the Content. The Client is granted a perpetual, royalty-free licence to use the final deliverables but not the underlying tools unless otherwise agreed.

17.4 The Company reserves the right to:

  • (a) use the Content, or extracts of it, for its own marketing, promotional materials, case studies, portfolio, website, and social media channels; and

  • (b) identify the Client as a client of the Company and describe the nature of the Services provided, unless the Client has requested otherwise in writing.

17.5 Where ownership of specific deliverables is expressly transferred to the Client in writing, such transfer shall take effect only once all relevant Fees have been paid in full.

  1. Law and Jurisdiction

These Terms & Conditions shall be governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Execution

By commencing a subscription or project engagement, the Client confirms acceptance of these Terms & Conditions.