Last updated: [DATE]
1. Who we are
These terms govern the services provided by [COMPANY NAME] Ltd, a company registered in England and Wales under company number [COMPANY NUMBER], with its registered office at [REGISTERED ADDRESS]. In these terms, “we” and “us” means [COMPANY NAME] Ltd, and “you” means the client.
2. How an engagement starts
We provide a written proposal setting out the scope, price, and timeline for the work. An engagement begins when you accept that proposal in writing, including by email. Nothing said on a call forms a contract until it is written down and accepted.
Anything not listed in the proposal is out of scope. If you ask for additional work, we will quote for it separately and wait for your written approval before starting.
3. Fees and payment
Monthly retainers are invoiced in advance. Project fees are invoiced according to the schedule in the proposal. Invoices are payable within [NUMBER] days of the invoice date.
Advertising spend on platforms such as Google, Meta, LinkedIn and TikTok is separate from our fees and is either billed directly to your own payment method or invoiced to you at cost.
Prices exclude VAT where applicable. Where you are a business customer outside the United Kingdom, VAT is accounted for under the reverse charge and you are responsible for accounting for it in your own jurisdiction.
We may suspend work on accounts more than [NUMBER] days overdue, and may charge statutory interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
4. Your responsibilities
You agree to provide the access, information, approvals and materials we need, within a reasonable time. Where a delay on your side pushes a deadline, we are not responsible for the resulting timeline change.
You confirm that any material you supply to us does not infringe anyone else’s rights, and that you have permission to use it.
5. Intellectual property
Work we create specifically for you transfers to you on full payment of the relevant invoice. Until then, we retain ownership.
We retain ownership of our own methods, templates, internal tools and know-how, including anything we developed before the engagement. Third-party assets such as stock photography, fonts and plugins remain subject to their own licences, which we will identify to you.
Unless you tell us otherwise in writing, we may describe the work in our portfolio and marketing.
6. Confidentiality
Each of us agrees to keep the other’s confidential information private and to use it only for the purposes of the engagement. This obligation continues after the engagement ends.
7. Results
We work to the standard reasonably expected of a competent agency. We do not guarantee specific rankings, traffic volumes, lead counts, conversion rates or revenue. Advertising and search platforms are controlled by third parties and can change their rules, pricing and algorithms without notice.
8. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
Subject to that, our total liability arising out of an engagement is limited to the total fees you paid us for that engagement in the [NUMBER] months before the claim arose. We are not liable for loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss.
9. Ending the engagement
Either of us may end a rolling monthly engagement by giving [NUMBER] days’ written notice. Fees for work already carried out remain payable.
Either of us may end the engagement immediately if the other commits a material breach and fails to fix it within 14 days of being asked to in writing.
On termination we will hand over the accounts, files and assets you own, and remove our access to your systems.
10. Subcontractors
We may use subcontractors or affiliated companies to deliver parts of the work. We remain responsible to you for the work they carry out.
11. Governing law
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
12. Contact
Questions about these terms: [EMAIL ADDRESS]