Terms & Conditions

1.1 These Terms are our contract with you

1.1.1. These Terms form the legally binding contract between you and the Agency for all services we provide. They apply whether or not a separate written agreement is signed, and they are referenced in our quotes, proposals, order forms, and invoices.

1.1.2. Together with any quote, proposal, statement of work, order form, or service schedule we provide (“Engagement Document”), these Terms constitute the entire agreement between us in respect of the services described (together, the “Contract”).

1.2 How you accept these Terms

1.2.1. You accept these Terms, and they become binding on you, on the earliest of the following:

(a) Signing or otherwise accepting an Engagement Document that refers to these Terms.
(b) Confirming in writing (including by email) that you wish us to proceed.
(c) Instructing us to begin, or allowing us to begin, any work.
(d) Making any payment to us in respect of the services.
(e) Otherwise indicating your acceptance by conduct.

1.2.2. Where an Engagement Document includes an acceptance or signature section, your signature or written confirmation confirms your acceptance of these Terms in full. The absence of a signature does not prevent these Terms from applying where any of the events in clause 1.2.1 has occurred.

1.2.3. You confirm that you have authority to enter into the Contract, and that where you act on behalf of a company or other organisation, you have authority to bind it.

1.3 Priority and precedence

1.3.1. If there is any conflict between these Terms and a signed Engagement Document, the signed Engagement Document prevails, but only to the extent of the specific conflict and only where it expressly refers to the clause it varies. In all other respects these Terms continue to apply.

1.3.2. These Terms prevail over any terms you put forward (for example in a purchase order or your own documentation), unless we expressly agree otherwise in writing.

1.4 Changes to these Terms

1.4.1. We may update these Terms from time to time to reflect changes in our services, technology, or the law. The version in force for your Contract is the version published on our website at the date you accepted it under clause 1.2.

1.4.2. For ongoing or rolling services, we may apply revised Terms by giving you reasonable written notice (normally at least 30 days). Your continued use of the services after the notice period constitutes acceptance of the revised Terms. If you do not accept a material change, you may terminate the affected ongoing service in accordance with clause 4 before the change takes effect.

2.1 Quotes, Estimates & Prices

2.1.1. All quotes and estimates are valid for 30 days from the date of issue, unless stated otherwise.

2.1.2. Quotes and estimates are based on the information you provide, including scope, quantities, structure, and functionality. If your requirements change, the quote may change accordingly.

2.1.3. Unless expressly stated, charges for photography, stock images, copywriting, third-party licences, delivery, and VAT (see 2.2.7) are additional.

2.1.4. Where no fixed price has been agreed for a piece of work, our standard day rate of £300.00 (equivalent to £37.50 per hour), or the prevailing rate notified to you, applies.

2.1.5. We may alter our standard rates as business needs require. Rate changes do not apply to a fixed price Contract already agreed, or to ongoing Contracts during a period for which the price is fixed, unless agreed in writing.

2.1.6. Quotes are based on our costs at the date of issue and may be amended to reflect any subsequent change in those costs, where the change is outside our reasonable control.

2.1.7. Any timescales we give are estimates and guidelines only; time shall not be of the essence. We will notify you promptly of any material delay and provide a revised timescale where possible. All timescales depend on you providing required information, content, approvals, and access on time.

2.1.8. Annual price adjustment.

or ongoing, recurring, or retainer services, we will increase our fees each year on the anniversary of the start of the services by 5%, or by the percentage increase in the UK Consumer Prices Index (CPI) if higher, rounded to the nearest whole number. We will give you reasonable written notice of the increase. If you do not accept it, your only option is to terminate the affected service under clause 4.

2.2 Invoices & Payment

2.2.1. Payment, or any agreed deposit, is due before work begins unless we agree otherwise in writing. We may decline to commence, and are not obliged to commence, work until payment has been received and cleared in full.

2.2.2. Except where payment is taken upfront under clause 2.2.1, our standard payment terms are:

(a) Monthly retainers and ongoing services: payment due within 15 days of the invoice date (net 15).
(b) Project work: payment due within 30 days of the invoice date (net 30), subject to any deposit required under clause 2.2.3.

2.2.3. We may require a deposit of at least 50% of the quote total before starting work, particularly for website design clients, large or complex projects, or clients with a history of late payment. Where a deposit is taken, the balance is due on completion unless agreed otherwise.

2.2.4. Ongoing and project work may be billed monthly as Work in Progress (WIP) until completion, unless agreed otherwise. We may issue invoices manually or by automated means.

2.2.5. Late payment.

If any sum is not paid by its due date, we may, without prejudice to our other rights:

(a) Charge interest on the overdue amount at 8% above the Bank of England base rate, accruing daily, under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) Claim fixed-sum compensation and reasonable debt-recovery costs to which we are entitled under that Act; and
(c) Charge a fee of £50 for each payment returned unpaid by your bank.

2.2.6. Suspension for non-payment.

If payment is overdue, we may suspend services after giving at least 5 business days’ written notice to allow you to remedy the default. On suspension, incomplete work may be paused and all sums for work done become immediately due. We are not liable for any loss arising from a suspension caused by your non-payment.

2.2.7. VAT.

The Agency is not currently VAT registered. Once registered, VAT will be added to all applicable invoices at the prevailing rate, and our prices should be treated as exclusive of VAT.

2.2.8. All payments are in UK Pounds Sterling (£) unless agreed otherwise, and must be made without set-off, deduction, or withholding.

2.2.9. If we incur additional costs because of your neglect, delay, or default, we may charge those costs to you in addition to the agreed price.

2.2.10. Ownership pending payment.

All work, designs, code, and materials we create remain our property and copyright until we have received payment in full of all sums owed. We may withhold delivery, transfer, or go-live of work until payment is received.

2.3 Your Obligations

2.3.1. You agree to:

(a) Provide content, materials, approvals, and feedback promptly and within any timescales we specify.
(b) Provide timely access to any accounts, systems, platforms, or information we reasonably need.
(c) Ensure all information and materials you provide are accurate, lawful, and that you own or are licensed to use them.
(d) Nominate a person with authority to give approvals and instructions.
(e) Co-operate reasonably with us so we can perform the services.

2.3.2. We are not responsible for delays, additional costs, or deficient results caused by your failure to meet your obligations, including late provision of content, approvals, or access.

2.3.3. If we proceed on the basis of materials you supply, we are under no obligation to check, edit, or verify their accuracy, legality, or quality, and the resulting work is produced at your risk in that respect.

2.4 Scope of Work & Changes (Out of Scope Work)

2.4.1. We will perform the services and deliverables described in the relevant Engagement Document. Anything not expressly included is out of scope.

2.4.2. If you request work outside the agreed scope, we will treat it as a change. Where reasonably practicable we will tell you in advance of any additional cost or timescale, and out-of-scope work will be charged at our standard day rate of £300.00 (£37.50 per hour), pro rata, unless a different price is agreed in writing.

2.4.3. We are not obliged to begin out-of-scope work until it has been approved by you, and undertaking out-of-scope work does not alter the price or scope of the original Contract.

2.5 Intellectual Property

2.5.1. Pre-existing and agency IP.

All methodologies, templates, frameworks, tools, know-how, and pre-existing materials we use remain our property. Concept and origination work, and any copyright in it, remains ours unless expressly agreed otherwise in writing.

2.5.2. Deliverables.

On full payment of all sums due, ownership of the final deliverables created specifically for you (such as final ad copy, page text, and graphics produced for you) transfers to you, except for any third-party or pre-existing/agency materials, which are instead licensed to you on a non-exclusive basis to the extent needed to use the deliverables for their intended purpose.

2.5.3. Code.

Ownership of underlying code, systems, and processing code used to build or operate web pages remains ours; your use of the deliverables does not transfer title to that code.

2.5.4. Third-party materials.

You confirm that any materials you provide do not infringe any third party’s rights, and you are responsible for obtaining any necessary licences (for example for stock images or fonts). Third-party assets may carry their own licence terms and charges, payable by you.

2.5.5. Client materials warranty & indemnity.

You warrant that materials you supply do not infringe any intellectual property, privacy, or other rights, and are not unlawful or defamatory. You will indemnify us against all claims, losses, costs, and expenses (including reasonable legal costs) arising from materials you supply or from your breach of this clause.

2.6 Publicity, Portfolio & Case Studies

2.6.1. Unless agreed otherwise in writing, you grant us the right to:

(a) Describe the work we have done for you, and use anonymised results, performance data, and outcomes, in our case studies, portfolio, website, and marketing materials.
(b) Display your name and logo as an example of our clients and past work.

2.6.2. We will not disclose confidential commercial information in doing so. You may ask us in writing to stop using identifiable references to you in future materials, and we will comply within a reasonable period, although we may be unable to recall materials already published or distributed.

2.6.3. White label work for you.

Where we provide services to you on a white label basis, we will withhold Agency attribution where agreed, and clauses 2.6.1(a)–(b) do not apply to that engagement to the extent they would breach the white label arrangement.

2.6.4. Work performed as a subcontractor.

Where we are engaged by another agency or business to carry out work (including on a white label or subcontracted basis), we reserve the right to use that work, anonymised results, and the relevant client’s or end client’s name and logo in our portfolio and promotional materials, unless and to the extent the agreement under which we were engaged restricts or prohibits it. We will respect any confidentiality or non-attribution terms agreed with the engaging party.

2.7 Confidentiality

2.7.1. Each party will keep confidential all proprietary or sensitive information disclosed by the other (including business strategies, customer data, conversion and revenue figures, pricing, briefs, and quotes), and will use it only to perform or receive the services.

2.7.2. This obligation continues after the Contract ends. It does not apply to information that:

(a) Was already known to the recipient before disclosure.

(b) Is or becomes public through no fault of the recipient.

(c) Is independently developed without using the other party’s information.

(d) Must be disclosed by law or a regulator (in which case the disclosing party will, where lawful, give prior notice).

2.7.3. We may share your confidential information with subcontractors and service providers who need it to deliver the services, provided they are bound by equivalent confidentiality obligations.

2.8 Freelancers, Vendors & Subcontractors

2.8.1. We may engage freelancers, white label providers, vendors, contractors, and subcontractors to perform all or part of the services, and may use third-party tools and platforms in doing so.

2.8.2. We remain responsible to you for the services performed on our behalf by such parties. Before being engaged, freelancers, vendors, contractors, and white label providers are required to agree to obligations of confidentiality, and not to solicit, approach, or accept work directly from our clients, consistent with these Terms.

2.8.3. Where it is necessary for the performance of the services, we may share relevant information (including, where applicable, personal data) with such parties. Where this involves the processing of personal data, we do so in accordance with clause 5 (Data Protection), and such parties act as our subprocessors.

2.8.4. Nothing in this clause requires us to disclose the identity of any individual freelancer, vendor, or subcontractor we use.

2.9 No Guarantee of Results

2.9.1. Digital marketing outcomes depend on many factors outside our control, including search engine and platform algorithms, advertising platform policies and decisions, competitor activity, market conditions, consumer behaviour, and the state and performance of your own website, systems, and business.

2.9.2. Accordingly, we do not guarantee any specific result, ranking, position, traffic level, lead volume, conversion rate, revenue, return on investment, or other performance outcome, and no such guarantee should be inferred from any discussion, projection, estimate, or example. Any figures we provide are illustrative only.

2.9.3. What we do warrant is that we will perform the services with reasonable care and skill, and deliver the specific deliverables set out in the relevant Engagement Document. Our responsibility is for the work within our direct control, not for outcomes that are not.

2.9.4. We are not responsible for:

(a) Changes made by search engines, advertising platforms, or other third parties, including algorithm updates, policy changes, account suspensions, or bans not caused by our breach

(b) Loss of rankings, visibility, or performance resulting from such changes or from changes you or third parties make to your website or accounts

(c) Results affected by your failure to follow our reasonable recommendations.

2.10 Indemnity (by you)

2.10.1. You will indemnify us and keep us indemnified against all liabilities, claims, proceedings, losses, costs, expenses (including reasonable legal costs), and damages arising directly from your breach of these Terms, your instructions, or materials or information you supply.

2.10.2. We will notify you promptly of any claim for which we seek indemnity, and give you the opportunity to participate in the defence, provided your involvement is not prejudicial to our interests as we reasonably determine.

2.11 Insurance & Limitation of Liability

2.11.1. We maintain Professional Indemnity Insurance (e.g. Hiscox) covering liabilities arising from professional negligence.

2.11.2. Nothing in these Terms limits or excludes our liability for:

(a) Death or personal injury caused by our negligence.

(b) Fraud or fraudulent misrepresentation.

(c) Any other liability that cannot lawfully be limited or excluded.

2.11.3. Subject to clause 2.11.2, all terms, warranties, and conditions implied by statute or common law (including satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.

2.11.4. Subject to clause 2.11.2, we are not liable for any: loss of profit, revenue, business, contracts, anticipated savings, goodwill, or data; or any indirect, special, or consequential loss, however arising, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

2.11.5. Subject to clause 2.11.2, our total aggregate liability arising out of or in connection with the Contract shall not exceed the total fees paid by you to us under the relevant Contract in the 12 months preceding the event giving rise to the claim.

2.11.6. Where we supply goods or services produced by a third party, we give no warranty as to them but will, where possible, pass on the benefit of any warranty given to us by the supplier.

2.11.7. No claim may be brought against us unless you notify us of it within one year of the date you became, or ought reasonably to have become, aware of the circumstances giving rise to it.

3.1 What We Will Provide

The specific services, deliverables, scope, reporting, and any service specific arrangements for your engagement are set out in your Engagement Document (such as a quote, proposal, or statement of work), which forms part of the Contract. We may introduce, change, or withdraw services, and update our methods and workflows, from time to time; the Engagement Document governs what applies to you. Anything not expressly included in your Engagement Document is out of scope.

3.2 How We Charge

Our services are typically provided as:

(a) Fixed price projects (a defined piece of work for an agreed fee).
(b) Fixed price retainers (ongoing services for a recurring monthly fee).
(c) Ad hoc work (charged at our standard day rate of £300.00 or hourly rate of £37.50, at our discretion according to the task).

Out of scope work, post completion amendments, and investigations not caused by us are charged on the time based basis in clause 3.2(c) unless a separate price is agreed in writing.

3.3 How Retainers Work

Retainers are priced for the outcomes and objectives they are designed to achieve, not for a fixed number of hours or units of work. The level of activity in any given month will vary, and work is not necessarily carried out in equal or sequential amounts: more may be done in one period and less in another. Accordingly:

(a) We do not charge more in a month where more work is done, and the fee is not reduced in a month where less work is done.
(b) The retainer fee remains payable in full for each period regardless of the volume of work in that period.
(c) During a notice period, the full retainer fee remains payable and no reduction or rebate applies on the basis that remaining work will not be completed.

3.4 Results Guarantee

Digital marketing outcomes depend on many factors outside our control, including search engine and advertising-platform algorithms, policies and decisions, competitor activity, market conditions, consumer behaviour, and the state and performance of your own website, systems, and business. Accordingly, we do not guarantee any specific result, ranking, position, traffic level, lead volume, conversion rate, revenue, return on investment, or other performance outcome, and no such guarantee should be inferred from any discussion, projection, estimate, or example. We warrant that we will perform the services with reasonable care and skill and deliver the deliverables set out in your Engagement Document. We are not responsible for:

(a) Changes made by search engines, advertising platforms, or other third parties, including algorithm updates, policy changes, account suspensions, or bans not caused by our breach

(b) Loss of performance resulting from such changes or from changes you or third parties make to your website or accounts.

(c) Results affected by your failure to follow our reasonable recommendations.

3.5 Account Ownership

Unless agreed otherwise, you own and retain ownership of your advertising, analytics, and related platform accounts (including Google Ads, Meta Business Manager, Google Analytics, and Search Console). We act as an authorised user or manager of those accounts only. On termination, we will remove our access and you retain your accounts and their data.

3.6 Advertising Spend

Unless agreed otherwise, advertising spend paid to platforms is paid by you directly and is separate from, and additional to, our management fees. You are responsible for funding and monitoring your own budgets. Where we expressly agree to fund advertising spend on your behalf, we will do so only up to a pre-agreed cap. You will reimburse us for all such spend, due immediately on invoice. We may require advance funds or a pre-authorised payment method and we may stop funding spend and pause campaigns immediately if any reimbursement is overdue or the cap is reached.

3.7 Preliminary & Experimental Work

You shall pay for any preliminary work produced at your request, whether experimental or otherwise, unless agreed otherwise.

4.1 Programming & Security

4.1.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future security threats, exploits, or vulnerabilities that may emerge due to evolving technologies, software updates, or third-party integrations.

4.1.2. For website design clients who choose to host their website with the Agency, the Agency includes ongoing security monitoring, firewall protection, and regular updates to help mitigate security risks. However, the Client must also take reasonable precautions (for example, strong passwords and secure third-party integrations) to maintain security. While these measures help protect against common threats, the Agency cannot guarantee full protection against all cyber risks.

4.1.3. Once the Agency has deemed a project to be complete, any amendments will be charged on the time-based basis set out in clause 3.2(c), unless agreed otherwise.

4.1.4. The Agency develops websites for compatibility with the current version of Google Chrome, and not all previous versions or every browser. If additional browser compatibility is required, the Agency must be advised at the outset of the project. Any requests for compatibility with outdated or non-standard browsers may incur additional fees. The Agency will communicate these limitations during the project initiation phase to align expectations.

4.2 Ownership

4.2.1. The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.

4.2.2. Ownership of all code used in processing web pages shall remain with the Agency, and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

4.3 Content & Approval

4.3.1. Unless otherwise agreed, the Agency will produce the copy for the web pages as part of the services. Where the Client supplies copy, or asks the Agency to include specific information, claims, or factual details, the Client is responsible for the accuracy and lawfulness of that material. In all cases, the Client is responsible for reviewing and approving the final content before publication.

4.3.2. Where the Client supplies images or other media, the Agency will carry out reasonable optimisation as part of the services. However, the Agency is not responsible for degraded performance, slow loading, or other issues caused by source material that remains unsuitable after reasonable optimisation (for example, images supplied at an excessively large file size or resolution). Where supplied material cannot be made suitable through reasonable optimisation, the Agency may request replacement material, and any additional work required is chargeable on the ad hoc basis in clause 3.2(c).

4.3.3. When a test link is provided, it is the responsibility of the Client to test functionality, review all copy, and approve the design and images used before final approval is given. The Client must provide feedback within 7 calendar days of receiving the test link. If no feedback is provided within this period, the Agency will assume approval, and any subsequent revisions may be chargeable.

4.3.4. The Agency can provide legal disclaimers and privacy policies upon request. However, it is the Client’s responsibility to verify with their own legal advisers that these meet their individual compliance requirements. The Agency accepts no responsibility for omissions, inaccuracies, or non compliance with data protection law, advertising regulations, or other legal frameworks.

4.4 Hosting & Maintenance

4.4.1. The Agency offers website and database hosting through third-party providers, subject to these Terms and any applicable third-party terms. While we and our suppliers strive to provide the best possible level of service, 100% availability cannot be guaranteed, and we accept no responsibility for losses caused by service interruptions, server failures, or downtime.

4.4.2. For clients who choose to host their website with us, our standard annual hosting and maintenance charge (currently £150 per annum (excl. VAT), subject to clause 2.1.8) includes hosting, routine updates, security monitoring, firewall protection, server health checks, uptime monitoring, email, and domain renewal up to £25 per year (excl. VAT). Where a domain costs more than £25 per year, the excess is rechargeable to you. The package does not include major rework, redesign, or new development, which are chargeable separately on the time based basis in clause 3.2(c).

4.4.3. Hosting and related charges are payable in advance of the service period and on each renewal date (each anniversary month, quarter, or year as applicable) until you give notice to close the service in accordance with clause 6.

4.5 Domain Names

4.5.1. Where we register or renew a domain name on your behalf, we do so as part of our services, and you are the beneficial owner of that domain once all sums relating to it have been paid.

4.5.2. Until all sums owed to us (including hosting, maintenance, and domain charges) have been paid in full, we are not obliged to transfer, release, or assist in the transfer of any domain name we manage on your behalf. Once all sums are paid, we will, on request, take reasonable steps to transfer or release the domain to you or your nominated registrar.

4.6 Availability, Suspension & Support

4.6.1. Your service may be suspended or removed if you fail to pay on time or misuse the service. We are not liable for any cost of restoring a service once removed; in particular, websites with databases may require reprogramming once removed from their server, which is chargeable.

4.6.2. Standard support is provided on a best efforts basis from 9:00am to 5:30pm, Monday to Friday (excluding bank holidays and the shutdown period between Christmas and New Year), with ticket support from our suppliers at varying response times. Investigations into problems not caused by us or our suppliers are chargeable on the time based basis in clause 3.2(c); please confirm with your own IT adviser that an issue is not caused by your own systems before contacting us.

4.7 Acceptable Use

4.7.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the server, and we have no liability for any loss or damage to data stored on the server. You warrant the accuracy, truthfulness, and reliability of any information you place or allow to be placed on your web pages, and that you are authorised to provide it (including holding any necessary authorisation under relevant legislation, such as the Financial Services Acts where applicable).

4.7.2. You represent, warrant, and undertake that you will use any website, email, or server we provide only for lawful purposes. In particular, you will not:

(a) Use the server in any manner that infringes any law or regulation or the rights of any third party, or authorise any other person to do so.
(b) Host, post, publish, disseminate, link to, or transmit any material that is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, or otherwise objectionable, or any virus or other hostile computer program, or any material that constitutes or encourages a criminal offence or infringes any intellectual property or privacy rights.
(c) Send bulk email, whether opt-in or otherwise, from our or our suppliers’ networks, or promote a site hosted on our suppliers’ network using bulk email.
(d) Employ programs that consume excessive system resources.
(e) Make any use of the server that is detrimental to other customers.

4.7.3. You shall procure that all mail is sent in accordance with applicable legislation (including data protection law) and in a secure manner.

4.7.4. In the case of an individual user, you warrant that you are at least 18 years of age, and if the user is a company, you warrant that the server will not be used by anyone under the age of 18.

4.7.5. We and our suppliers reserve the right to remove any material we deem inappropriate or unlawful without notice, and to suspend services where necessary. You are entirely responsible for any civil or criminal liability incurred as a result of any use of your web pages or material you publish.

4.7.6. If you advertise or sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made, and to comply with all relevant legislation, including advertising and broadcast regulations, consumer credit legislation, and trade descriptions legislation.

5.1 Responding To Enquiries

We are not obliged to respond to, follow up, or pursue every enquiry or lead we receive, whether through our own channels or those we manage. We may exercise our reasonable discretion as to which enquiries to pursue, including on the basis of quality, relevance, fit, or capacity.

5.2 Referral To Partners

From time to time we work alongside other agencies and providers. Where we consider that another provider may be better suited to an enquiry, we may refer the enquiry, including passing on relevant contact details, to such a partner. Where we do so, we rely on our legitimate interests in helping enquirers reach a suitable provider, and we make this practice transparent at the point information is collected. You may object to such a referral, or ask us not to pass your details on, at any time by contacting us. We will not refer your details where you have asked us not to. This clause should be read with our Privacy Policy.

6.1 Notice

Either party may terminate an ongoing or recurring service by giving at least one month’s written notice, unless a different notice period is agreed in writing. We may waive or shorten the notice period required of you at our discretion.

6.2 Termination For Cause

Either party may terminate immediately on written notice if the other commits a material breach not remedied within 14 days of written notice, or becomes insolvent or unable to pay its debts as they fall due.

6.3 Effect Of Termination

On termination:

(a) You must pay for all work done and services provided up to the termination date, including work in progress, and the full retainer fee for any notice period as set out in clause 3.3.

(b) Sums already due become immediately payable

(c) We will remove our access to your accounts and, on request and once all sums are paid, provide a reasonable handover of materials and account access.

(d) Clauses intended to survive termination (including confidentiality, intellectual property, liability, indemnity, and data protection) continue in force.

6.4 Refunds

Except where required by law, we do not provide refunds for services already rendered or for fees properly due. In particular, and as set out in clause 3.3, retainers are priced for the objectives they are designed to achieve and not for a fixed quantity of work, so no refund or reduction applies on the basis that less work was carried out in a particular period or that remaining work will not be completed following notice. This clause does not affect any statutory cancellation rights you may have as a consumer.

6.5 Insolvency

If you cease or are unable to pay your debts as they fall due, we may, without prejudice to our other rights, cease further work, charge for all work done and materials purchased (which becomes an immediate debt), and exercise a general lien over any of your goods or property in our possession, with the right to dispose of them after 14 days’ notice and apply the proceeds against sums owed.

7.1 Compliance

Both parties will comply with the UK GDPR, the Data Protection Act 2018, and other applicable data protection law. This clause is in addition to, and should be read with, our Privacy Policy.

7.2 Roles

In respect of personal data we process to run our own business and provide services to you (such as your contact and billing details), we are the controller. In respect of personal data we process on your behalf in delivering the services (such as your customers’ or prospects’ data), you are the controller and we act as your processor.

7.3 Our Obligations As Processor

Where we act as your processor, we will:

(a) Process the personal data only on your documented instructions, including as set out in these Terms and your Engagement Document.

(b) Ensure persons authorised to process the data are subject to confidentiality obligations.

(c) Implement appropriate technical and organisational security measures.

(d) Assist you, so far as reasonably possible, with data subject requests and your compliance obligations.

(e) On termination, delete or return the personal data as you reasonably direct, except where we are required to retain it by law.

7.4 Subprocessors

You authorise us to engage sub-processors (including freelancers, vendors, hosting, analytics, form, and AI providers) to process personal data in delivering the services. We remain responsible for our sub-processors and will impose data protection obligations on them consistent with this clause.

7.5 Forms & Tools Deployed On Your Website

Where we install or embed forms, tracking, or lead capture tools on your website or campaigns, you authorise us to access and process the submissions and enquiry data they generate in order to provide the services to you. In respect of that data you are the controller and we act as your processor. You are responsible for informing your own customers and prospects of this processing in your own privacy notice and for ensuring you have a lawful basis for it, and you will indemnify us against any claim arising from your failure to do so.

7.6 Use Of AI Tools

We may use third-party artificial intelligence tools (such as large language models and generative AI tools) to help deliver and improve the services. Where we process personal data using such tools, we will use tools and settings we reasonably consider appropriate, including favouring services that do not use inputs to train their models, and we will not use them to make decisions producing legal or similarly significant effects on individuals based solely on automated processing.

7.7 Aggregated Insights

We may compile anonymised and aggregated statistics and insights (such as lead volumes, conversion rates, and campaign performance) for our own service-improvement and marketing purposes, provided no individual or client is identifiable.

7.8 International Transfers

Where the provision of services involves transferring personal data outside the UK, the parties will ensure an appropriate safeguard is in place, such as a UK adequacy decision, the UK International Data Transfer Agreement, or another lawful mechanism.

7.9 Breach Notification.

We will notify you without undue delay after becoming aware of a personal data breach affecting personal data we process on your behalf.

8.1 Good Faith Publication

Where we create or publish content, research, data, commentary, or outreach materials, we do so in good faith and on the basis of information reasonably available to us at the time, using reasonable care and skill. Where such materials include estimates, projections, or analysis, these are presented as informed estimates and not as statements of fact, and we make reasonable efforts to explain our methodology. We are not liable for the conclusions third parties draw from such materials, or for differences of opinion as to their accuracy, save where caused by our breach or negligence. Where materials are based on information or instructions you provide, you are responsible for their accuracy and lawfulness, and clause 2.10 (Indemnity) applies.

8.2 Information You Provide.

You warrant that the name, address, and payment information you provide is correct, and you agree to notify us of any changes. You warrant that you have the legal right and authority to enter into the Contract and to use our services in accordance with it.

8.3 Confidentiality.

Clause 2.7 applies and survives termination.

8.4 Governing Law & Jurisdiction

These Terms and any dispute arising from them are governed by the law of Scotland, and the parties submit to the non exclusive jurisdiction of the Scottish courts.

8.5 Dispute Resolution

Before commencing court proceedings, the parties will first attempt to resolve any dispute in good faith through negotiation, and may use mediation by agreement. Nothing in this clause prevents either party from seeking urgent interim relief from the courts.

8.6 Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, legislation, war, terrorism, civil unrest, fire, flood, drought, epidemic or pandemic, failure of power or telecommunications, lock-out or strike, cyber-attack, or the act or default of any third-party supplier or platform. During such an event, you may by written notice elect to terminate the Contract and pay for work done and materials used.

8.7 No Partnership Or Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party may hold itself out as the other’s representative.

8.8 Assignment

You may not assign or transfer your rights or obligations under the Contract without our prior written consent. We may assign or subcontract our rights and obligations.

8.9 Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes any prior agreements, representations, or communications, written or oral. Each party confirms it has not relied on any representation not expressly set out in the Contract, and shall have no remedy in respect of any such representation, save that nothing limits liability for fraudulent misrepresentation.

8.10 Notices

Notices may be given by email or post to the most recent address provided. Email notices are deemed received on the day sent (unless proven otherwise); posted notices two business days after posting.

8.11 Variation & Waiver

No variation of these Terms is effective unless made in accordance with clause 1.4. A failure or delay in exercising any right is not a waiver of it.

8.12 Severance

If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it valid.

8.13 Trademark

The name “Ambition Digital” is a registered trademark (UK00004108532) in Class 35 (advertising, marketing, promotional services) and Class 42 (website design, development). Unauthorised use, reproduction, or misrepresentation of the name in a commercial context is prohibited, and we reserve the right to enforce our trademark rights, including by seeking injunctions, damages, and costs.

8.14 Third-Party Rights

A person who is not a party to the Contract has no rights to enforce its terms.

8.15 Contact

Questions about these Terms can be sent to contact@ambitiondigital.co.uk.