Terms of Service
Last updated: July 11, 2026
These Terms of Service govern the provision of marketing, advertising, consulting, creative and related services by Sprout Commerce.These terms are designed for business customers, including limited companies, partnerships and sole traders acting for business purposes. They should be reviewed by a UK commercial solicitor before publication, particularly the liability, early-termination and data-processing clauses. Under UK law, certain exclusions and limitations must satisfy statutory reasonableness requirements, while agency access to customer data may require a written controller–processor agreement containing specific provisions.
1. About Sprout Commerce
Sprout Commerce Agency is a trading name of: Legal company name: Sprout Commerce Ltd
Company number: 15327511
Registered office: Unit 17 Whinbank Park, DL5 6AY, Newton Aycliffe
Email: info@sproutcommerce.agency
In these Terms:“Sprout Commerce”, “we”, “us” or “our” means the legal entity identified above.“Client”, “you” or “your” means the business purchasing our Services.“Services” means the services described in your proposal, quotation, service order, statement of work or other written agreement.“Deliverables” means any agreed reports, strategies, campaigns, designs, copy, documents or other work created specifically for you.“Third-Party Platforms” means platforms and services such as Meta, Google, TikTok, Shopify, WooCommerce, Klaviyo, Omnisend and similar providers.
2. Business customers only
Our Services are intended solely for customers acting for purposes relating to their trade, business, profession or commercial activity. By purchasing our Services, you confirm that you are acting as a business and not as an individual consumer. Sole traders and individual brand founders may purchase our Services where they are doing so for business purposes.
3. Acceptance of these Terms
You accept these Terms when you:sign or approve a proposal, quotation or service order; pay an invoice or deposit; provide written approval for us to begin work;give us access to your advertising, website or marketing accounts; orotherwise instruct us to provide Services. Your agreement with us may also include a proposal, statement of work, data processing agreement or other written document. Where there is a conflict, the following order of priority applies:signed proposal or statement of work;data processing agreement; these Terms of Service;other written communications.
4. Our Services
Depending on the package or proposal selected, our Services may include: Meta, Google, TikTok or other advertising management; advertising account audits, setup and restructuring; campaign strategy, testing and optimisation; website, landing-page and conversion-rate recommendations; email and retention strategy; analytics, attribution and tracking support; creative strategy, copywriting and content recommendations; reporting, forecasting and strategic consulting; and other services agreed in writing. The exact scope, deliverables, channels, meeting frequency and service period will be set out in your proposal or statement of work. Any service not expressly included is outside the agreed scope and may be quoted separately.
5. Proposals and service packages
Website descriptions, package prices and starting prices are indicative only. Your final scope and fees may depend on factors including: monthly advertising spend; number of advertising platforms;number of markets or territories;account complexity; number of products or campaigns; creative requirements; reporting requirements; website or tracking condition; andthe level of strategic support required. We may recommend a different package where the selected package is not appropriate for your requirements. No Services will begin until the scope, fees and commencement date have been agreed.
6. Minimum engagement period
Where a proposal states a minimum engagement period, you agree to remain responsible for the agreed fees throughout that period.Unless your proposal states otherwise:monthly retainers have a minimum initial term of three months; the initial term begins on the agreed commencement date;the agreement continues monthly after the initial term; andeither party may terminate after the initial term by providing at least 30 days’ written notice. Where you terminate during the minimum term without a material breach by us, we may charge an early-termination fee equal to the unpaid fees for the remainder of the minimum term, less any costs we reasonably save as a result of the early termination.
7. Fees and payment
Fees will be set out in your proposal, quotation or invoice. Unless otherwise agreed: setup fees and project fees must be paid before work begins; monthly retainers are invoiced in advance; invoices must be paid within seven days of their issue date; fees are stated exclusive of VAT unless expressly stated otherwise; advertising spend, software charges and other third-party costs are not included in our management fees; and you are responsible for all bank, card-processing, currency-conversion and international transfer charges. Fees for Services already performed are non-refundable. Deposits and setup fees are non-refundable once work has begun, except where required by law or expressly agreed in writing.
8. Late payment
Where an invoice is overdue, we may: suspend Services;pause campaign management;withhold Deliverables;remove access to agency-owned systems;require future payments in advance; andcharge applicable statutory interest and recovery costs. The Late Payment of Commercial Debts legislation may permit interest and compensation to be charged on qualifying overdue business invoices. Suspending Services due to non-payment does not remove your obligation to pay outstanding fees. We will not be responsible for losses, campaign disruption or performance changes arising from a suspension caused by late payment.
9. Advertising spend and third-party charges
Our fees do not include advertising spend unless expressly stated.You are responsible for: maintaining a valid payment method with each advertising platform;paying advertising platforms directly; monitoring platform invoices and credit limits;taxes, duties or fees charged by third parties;software subscriptions required for the Services; andensuring adequate funds are available for agreed campaigns.We will not be responsible for advertising overspend caused by platform errors, delayed reporting, billing adjustments, exchange-rate changes or actions outside our reasonable control. Where we identify a material budget issue, we will take reasonable steps to notify you and reduce further spending.
10. Client responsibilities
You agree to: provide accurate information and timely instructions; give us appropriate access to relevant accounts and systems; respond to requests for approval within a reasonable time; provide brand assets, product information and supporting materials; ensure your products, services, claims and promotions are lawful; maintain appropriate privacy notices, cookie mechanisms and customer consents; review Deliverables and campaign content before publication where approval is requested;notify us promptly of changes affecting your business or campaigns; andcomply with the terms and policies of all relevant Third-Party Platforms.You remain responsible for your business decisions, pricing, stock, fulfilment, customer service, product quality, website content and legal compliance.Any timeline may be extended where delays are caused by missing access, information, materials, approvals or payment.
11. Approvals
We may request your approval for advertisements, creative materials, landing pages, offers, budgets or strategies. Approval may be provided by email, messaging platform, project-management system or other written communication. Once approved, changes requested by you may be treated as additional work. Where you instruct us to act without obtaining approval for each individual change, you authorise us to make reasonable campaign-management decisions within the agreed strategy and budget.
12. Advertising and performance
Marketing and advertising results cannot be guaranteed. We do not guarantee: a particular level of sales, revenue, profit or return on advertising spend; a minimum number of leads or customers;approval of advertisements or accounts; uninterrupted access to advertising platforms; specific rankings, reach, engagement or conversion rates; that historical performance will continue; or that any campaign will remain profitable. Performance may be affected by matters outside our control, including: product demand and pricing; website performance; competition; seasonality; economic conditions; creative quality; fulfilment and customer service; tracking restrictions; algorithm or platform changes; account suspensions; andchanges to advertising policies. Any forecasts, estimates, projections or targets are provided for planning purposes only and are not guarantees.
13. Third-Party Platforms
Our Services may depend on Third-Party Platforms that we do not own or control. We are not responsible for: platform outages or technical failures; rejected advertisements; account restrictions or suspensions; changes to algorithms, policies, fees or functionality; inaccurate or delayed platform reporting;loss of access caused by the Client or another administrator; data loss caused by a third party; or a platform discontinuing any feature or service. We will provide reasonable assistance where an account is restricted, but we cannot guarantee reinstatement or a particular outcome.
14. Changes to scope
Requests outside the agreed scope may require: an additional fee; a revised timeline;a new proposal; or movement to a different service package. Examples of additional work may include: adding another advertising platform; entering additional markets; creating new landing pages; additional reporting; extensive creative production; email automation implementation; website development; andurgent or out-of-hours work. We will normally obtain your approval before carrying out chargeable work outside the agreed scope.
15. Intellectual property
15.1 Client materials
You retain ownership of materials you provide to us. You grant us a non-exclusive licence to use those materials solely to provide the Services. You confirm that you have the necessary rights and permissions to provide those materials to us.
15.2 Final Deliverables
Once all relevant invoices have been paid, you will own the final Deliverables created specifically and exclusively for you, except for our Pre-Existing Materials.
15.3 Pre-Existing Materials
We retain ownership of our: templates; frameworks; methodologies; processes; systems; know-how; reporting structures; scripts; internal documents; andmaterials created before or independently of your engagement. Where our Pre-Existing Materials are included within a Deliverable, we grant you a non-exclusive, perpetual licence to use them as part of that Deliverable for your own business purposes.
15.4 Third-party materials
Fonts, images, software, plugins, stock content and other third-party materials remain subject to their respective licences. You may be required to purchase or maintain separate licences.
16. Advertising accounts and campaign data
Where reasonably possible, campaigns will be operated through accounts owned or controlled by you. You are responsible for maintaining secure administrator access to your accounts. Subject to payment of all outstanding fees: your advertising accounts remain yours;your customer and campaign data remain yours; and we will reasonably cooperate with an orderly transfer of account management. We are not required to disclose our internal templates, proprietary systems, staff notes, methodologies or agency-level data.
17. Confidentiality
Each party agrees to keep confidential any non-public commercial, financial, technical or operational information received from the other party. Confidential information may only be used to fulfil obligations under the agreement. This obligation does not apply to information that: is already publicly available through no breach of these Terms; was lawfully known before disclosure; is received lawfully from another source; is independently developed; ormust be disclosed by law or regulatory authority. These confidentiality obligations continue after the agreement ends.
18. Case studies and publicity
We will not publish confidential financial information or detailed campaign data without your permission. We may use your name, logo, campaign results or work as part of a portfolio or case study only where: you have approved the publication; or the information is already publicly available and its use would not disclose confidential information. Any agreed case study must present results accurately and in context.
19. Data protection
Each party must comply with applicable data-protection legislation, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as a processor, the parties will enter into or be bound by an appropriate Data Processing Agreement. That agreement may address:the subject matter and duration of processing; the nature and purpose of processing;types of personal data; categories of data subjects; confidentiality; security measures; use of subprocessors; international transfers; data-subject requests; breach assistance; deletion or return of data; andaudit rights. UK GDPR processor arrangements must include specified contractual protections, including documented instructions, confidentiality, security, subprocessors and end-of-contract handling of personal data. Our processing of information collected directly through our website is governed by our separate Privacy Policy.
20. Subcontractors
We may use employees, freelancers, consultants and subcontractors to provide parts of the Services. We remain responsible for their work to the same extent that we would be responsible for our own work. Where a subcontractor processes personal data, we will take reasonable steps to ensure that appropriate contractual and security obligations are in place.
21. Warranties
We warrant that: we will provide the Services with reasonable care and skill; we will use suitably qualified personnel; andwe will perform the Services substantially in accordance with the agreed scope. You must notify us promptly if you believe the Services do not meet the agreed scope and provide a reasonable opportunity for us to investigate and correct the issue.Except as expressly stated, all other warranties, conditions and representations are excluded to the fullest extent permitted by law.
22. Limitation of liability
Nothing in these Terms excludes or limits liability for:death or personal injury caused by negligence; fraud or fraudulent misrepresentation; deliberate misconduct; or any liability that cannot legally be excluded or limited. Subject to the above, we will not be liable for: loss of profit; loss of revenue; loss of anticipated savings; loss of business opportunity; loss of goodwill; loss or corruption of data; indirect or consequential loss; advertising-platform suspension; changes in campaign performance; losses caused by inaccurate information supplied by you; or losses arising from your products, fulfilment, website or customer service. Our total aggregate liability arising from or relating to the Services will not exceed the total fees paid or payable to us during the six months immediately preceding the event giving rise to the claim. Where the engagement has lasted less than six months, the cap will be the total fees paid or payable during the engagement. Each party agrees that this limitation reflects the nature and pricing of the Services.
23. Client indemnity
You agree to indemnify us against third-party claims, reasonable losses and reasonable legal costs arising from: materials supplied by you infringing another person’s rights; misleading, unlawful or unsubstantiated product claims supplied or approved by you; your breach of advertising-platform rules; your products or services; your failure to comply with privacy, consumer or marketing laws; or your material breach of these Terms. This clause will not apply to the extent that the claim was caused by our negligence, wilful misconduct or breach of the agreement.
24. Suspension of Services
We may suspend all or part of the Services where: an invoice is overdue; required access has not been provided; continuing the Services may breach law or platform policies; you instruct us to publish misleading or unlawful content; your conduct creates a security or reputational risk; you materially breach these Terms; orcontinued work would expose us or another person to unreasonable risk. Where reasonably possible, we will notify you and allow an opportunity to remedy the issue.
25. TerminationEither party may terminate immediately by written notice where the other party:commits a material breach and fails to remedy it within 14 days of receiving written notice; repeatedly breaches the agreement; becomes insolvent or ceases trading; acts unlawfully in connection with the Services; orengages in abusive, threatening or seriously inappropriate conduct. On termination: all outstanding invoices become payable; we may invoice for Services performed but not yet invoiced; access to agency-owned systems may be removed; each party must return or securely delete confidential information where appropriate; and clauses intended to continue after termination will remain in effect. Subject to payment of outstanding fees, we will provide reasonable cooperation to transfer active campaign management back to you or a replacement provider.
26. Force majeure
Neither party will be liable for delays or failures caused by circumstances outside its reasonable control. These may include: internet or telecommunications failures; cyberattacks; platform outages; governmental action; industrial disputes; natural disasters; war or civil unrest; epidemics or pandemics;power failures; and failure of essential third-party suppliers. The affected party must take reasonable steps to reduce the impact.
27. Non-solicitation
During the engagement and for six months after it ends, neither party will knowingly solicit for employment any employee or contractor of the other party who was materially involved in providing or receiving the Services. This does not prevent recruitment through a general public advertisement that was not targeted at the individual.
28. Communications and notices
Routine communications may be sent by email, messaging platform or project-management system. Formal notices relating to termination, material breach or legal claims must be sent by email to the addresses stated in the proposal or service order. A notice sent by email will be treated as received on the next business day, provided that no delivery-failure notification is received.
29. Changes to these Terms
We may update the website version of these Terms from time to time. Updated terms will apply to new engagements from the date they are published. Changes to an existing engagement will only apply where: both parties agree in writing; the change is required by law; orthe change does not materially reduce your contractual rights.
30. No partnership or employment relationship
Nothing in these Terms creates:a partnership; a joint venture;an employment relationship; a fiduciary relationship; orauthority for either party to legally bind the other. We act as an independent service provider.
31. Assignment
You may not transfer your rights or obligations under the agreement without our prior written consent. We may assign the agreement as part of a genuine business sale, restructuring or transfer to an affiliated company, provided that this does not materially reduce your rights.
32. Third-party rights
A person who is not a party to the agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
33. Severability
If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable.If it cannot be modified, it will be removed without affecting the remaining provisions.
34. Waiver
A delay or failure to enforce a right does not waive that right. A waiver is only effective where it is given in writing.
35. Entire agreement
The agreement constitutes the entire agreement between the parties concerning the Services. Neither party relies on any statement, representation or promise not contained in the agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.
36. Governing law and jurisdiction
These Terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction. Before commencing formal legal proceedings, the parties agree to make reasonable efforts to resolve the dispute through good-faith negotiation.
These Terms of Service govern the provision of marketing, advertising, consulting, creative and related services by Sprout Commerce.These terms are designed for business customers, including limited companies, partnerships and sole traders acting for business purposes. They should be reviewed by a UK commercial solicitor before publication, particularly the liability, early-termination and data-processing clauses. Under UK law, certain exclusions and limitations must satisfy statutory reasonableness requirements, while agency access to customer data may require a written controller–processor agreement containing specific provisions.
1. About Sprout Commerce
Sprout Commerce Agency is a trading name of: Legal company name: Sprout Commerce Ltd
Company number: 15327511
Registered office: Unit 17 Whinbank Park, DL5 6AY, Newton Aycliffe
Email: info@sproutcommerce.agency
In these Terms:“Sprout Commerce”, “we”, “us” or “our” means the legal entity identified above.“Client”, “you” or “your” means the business purchasing our Services.“Services” means the services described in your proposal, quotation, service order, statement of work or other written agreement.“Deliverables” means any agreed reports, strategies, campaigns, designs, copy, documents or other work created specifically for you.“Third-Party Platforms” means platforms and services such as Meta, Google, TikTok, Shopify, WooCommerce, Klaviyo, Omnisend and similar providers.
2. Business customers only
Our Services are intended solely for customers acting for purposes relating to their trade, business, profession or commercial activity. By purchasing our Services, you confirm that you are acting as a business and not as an individual consumer. Sole traders and individual brand founders may purchase our Services where they are doing so for business purposes.
3. Acceptance of these Terms
You accept these Terms when you:sign or approve a proposal, quotation or service order; pay an invoice or deposit; provide written approval for us to begin work;give us access to your advertising, website or marketing accounts; orotherwise instruct us to provide Services. Your agreement with us may also include a proposal, statement of work, data processing agreement or other written document. Where there is a conflict, the following order of priority applies:signed proposal or statement of work;data processing agreement; these Terms of Service;other written communications.
4. Our Services
Depending on the package or proposal selected, our Services may include: Meta, Google, TikTok or other advertising management; advertising account audits, setup and restructuring; campaign strategy, testing and optimisation; website, landing-page and conversion-rate recommendations; email and retention strategy; analytics, attribution and tracking support; creative strategy, copywriting and content recommendations; reporting, forecasting and strategic consulting; and other services agreed in writing. The exact scope, deliverables, channels, meeting frequency and service period will be set out in your proposal or statement of work. Any service not expressly included is outside the agreed scope and may be quoted separately.
5. Proposals and service packages
Website descriptions, package prices and starting prices are indicative only. Your final scope and fees may depend on factors including: monthly advertising spend; number of advertising platforms;number of markets or territories;account complexity; number of products or campaigns; creative requirements; reporting requirements; website or tracking condition; andthe level of strategic support required. We may recommend a different package where the selected package is not appropriate for your requirements. No Services will begin until the scope, fees and commencement date have been agreed.
6. Minimum engagement period
Where a proposal states a minimum engagement period, you agree to remain responsible for the agreed fees throughout that period.Unless your proposal states otherwise:monthly retainers have a minimum initial term of three months; the initial term begins on the agreed commencement date;the agreement continues monthly after the initial term; andeither party may terminate after the initial term by providing at least 30 days’ written notice. Where you terminate during the minimum term without a material breach by us, we may charge an early-termination fee equal to the unpaid fees for the remainder of the minimum term, less any costs we reasonably save as a result of the early termination.
7. Fees and payment
Fees will be set out in your proposal, quotation or invoice. Unless otherwise agreed: setup fees and project fees must be paid before work begins; monthly retainers are invoiced in advance; invoices must be paid within seven days of their issue date; fees are stated exclusive of VAT unless expressly stated otherwise; advertising spend, software charges and other third-party costs are not included in our management fees; and you are responsible for all bank, card-processing, currency-conversion and international transfer charges. Fees for Services already performed are non-refundable. Deposits and setup fees are non-refundable once work has begun, except where required by law or expressly agreed in writing.
8. Late payment
Where an invoice is overdue, we may: suspend Services;pause campaign management;withhold Deliverables;remove access to agency-owned systems;require future payments in advance; andcharge applicable statutory interest and recovery costs. The Late Payment of Commercial Debts legislation may permit interest and compensation to be charged on qualifying overdue business invoices. Suspending Services due to non-payment does not remove your obligation to pay outstanding fees. We will not be responsible for losses, campaign disruption or performance changes arising from a suspension caused by late payment.
9. Advertising spend and third-party charges
Our fees do not include advertising spend unless expressly stated.You are responsible for: maintaining a valid payment method with each advertising platform;paying advertising platforms directly; monitoring platform invoices and credit limits;taxes, duties or fees charged by third parties;software subscriptions required for the Services; andensuring adequate funds are available for agreed campaigns.We will not be responsible for advertising overspend caused by platform errors, delayed reporting, billing adjustments, exchange-rate changes or actions outside our reasonable control. Where we identify a material budget issue, we will take reasonable steps to notify you and reduce further spending.
10. Client responsibilities
You agree to: provide accurate information and timely instructions; give us appropriate access to relevant accounts and systems; respond to requests for approval within a reasonable time; provide brand assets, product information and supporting materials; ensure your products, services, claims and promotions are lawful; maintain appropriate privacy notices, cookie mechanisms and customer consents; review Deliverables and campaign content before publication where approval is requested;notify us promptly of changes affecting your business or campaigns; andcomply with the terms and policies of all relevant Third-Party Platforms.You remain responsible for your business decisions, pricing, stock, fulfilment, customer service, product quality, website content and legal compliance.Any timeline may be extended where delays are caused by missing access, information, materials, approvals or payment.
11. Approvals
We may request your approval for advertisements, creative materials, landing pages, offers, budgets or strategies. Approval may be provided by email, messaging platform, project-management system or other written communication. Once approved, changes requested by you may be treated as additional work. Where you instruct us to act without obtaining approval for each individual change, you authorise us to make reasonable campaign-management decisions within the agreed strategy and budget.
12. Advertising and performance
Marketing and advertising results cannot be guaranteed. We do not guarantee: a particular level of sales, revenue, profit or return on advertising spend; a minimum number of leads or customers;approval of advertisements or accounts; uninterrupted access to advertising platforms; specific rankings, reach, engagement or conversion rates; that historical performance will continue; or that any campaign will remain profitable. Performance may be affected by matters outside our control, including: product demand and pricing; website performance; competition; seasonality; economic conditions; creative quality; fulfilment and customer service; tracking restrictions; algorithm or platform changes; account suspensions; andchanges to advertising policies. Any forecasts, estimates, projections or targets are provided for planning purposes only and are not guarantees.
13. Third-Party Platforms
Our Services may depend on Third-Party Platforms that we do not own or control. We are not responsible for: platform outages or technical failures; rejected advertisements; account restrictions or suspensions; changes to algorithms, policies, fees or functionality; inaccurate or delayed platform reporting;loss of access caused by the Client or another administrator; data loss caused by a third party; or a platform discontinuing any feature or service. We will provide reasonable assistance where an account is restricted, but we cannot guarantee reinstatement or a particular outcome.
14. Changes to scope
Requests outside the agreed scope may require: an additional fee; a revised timeline;a new proposal; or movement to a different service package. Examples of additional work may include: adding another advertising platform; entering additional markets; creating new landing pages; additional reporting; extensive creative production; email automation implementation; website development; andurgent or out-of-hours work. We will normally obtain your approval before carrying out chargeable work outside the agreed scope.
15. Intellectual property
15.1 Client materials
You retain ownership of materials you provide to us. You grant us a non-exclusive licence to use those materials solely to provide the Services. You confirm that you have the necessary rights and permissions to provide those materials to us.
15.2 Final Deliverables
Once all relevant invoices have been paid, you will own the final Deliverables created specifically and exclusively for you, except for our Pre-Existing Materials.
15.3 Pre-Existing Materials
We retain ownership of our: templates; frameworks; methodologies; processes; systems; know-how; reporting structures; scripts; internal documents; andmaterials created before or independently of your engagement. Where our Pre-Existing Materials are included within a Deliverable, we grant you a non-exclusive, perpetual licence to use them as part of that Deliverable for your own business purposes.
15.4 Third-party materials
Fonts, images, software, plugins, stock content and other third-party materials remain subject to their respective licences. You may be required to purchase or maintain separate licences.
16. Advertising accounts and campaign data
Where reasonably possible, campaigns will be operated through accounts owned or controlled by you. You are responsible for maintaining secure administrator access to your accounts. Subject to payment of all outstanding fees: your advertising accounts remain yours;your customer and campaign data remain yours; and we will reasonably cooperate with an orderly transfer of account management. We are not required to disclose our internal templates, proprietary systems, staff notes, methodologies or agency-level data.
17. Confidentiality
Each party agrees to keep confidential any non-public commercial, financial, technical or operational information received from the other party. Confidential information may only be used to fulfil obligations under the agreement. This obligation does not apply to information that: is already publicly available through no breach of these Terms; was lawfully known before disclosure; is received lawfully from another source; is independently developed; ormust be disclosed by law or regulatory authority. These confidentiality obligations continue after the agreement ends.
18. Case studies and publicity
We will not publish confidential financial information or detailed campaign data without your permission. We may use your name, logo, campaign results or work as part of a portfolio or case study only where: you have approved the publication; or the information is already publicly available and its use would not disclose confidential information. Any agreed case study must present results accurately and in context.
19. Data protection
Each party must comply with applicable data-protection legislation, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as a processor, the parties will enter into or be bound by an appropriate Data Processing Agreement. That agreement may address:the subject matter and duration of processing; the nature and purpose of processing;types of personal data; categories of data subjects; confidentiality; security measures; use of subprocessors; international transfers; data-subject requests; breach assistance; deletion or return of data; andaudit rights. UK GDPR processor arrangements must include specified contractual protections, including documented instructions, confidentiality, security, subprocessors and end-of-contract handling of personal data. Our processing of information collected directly through our website is governed by our separate Privacy Policy.
20. Subcontractors
We may use employees, freelancers, consultants and subcontractors to provide parts of the Services. We remain responsible for their work to the same extent that we would be responsible for our own work. Where a subcontractor processes personal data, we will take reasonable steps to ensure that appropriate contractual and security obligations are in place.
21. Warranties
We warrant that: we will provide the Services with reasonable care and skill; we will use suitably qualified personnel; andwe will perform the Services substantially in accordance with the agreed scope. You must notify us promptly if you believe the Services do not meet the agreed scope and provide a reasonable opportunity for us to investigate and correct the issue.Except as expressly stated, all other warranties, conditions and representations are excluded to the fullest extent permitted by law.
22. Limitation of liability
Nothing in these Terms excludes or limits liability for:death or personal injury caused by negligence; fraud or fraudulent misrepresentation; deliberate misconduct; or any liability that cannot legally be excluded or limited. Subject to the above, we will not be liable for: loss of profit; loss of revenue; loss of anticipated savings; loss of business opportunity; loss of goodwill; loss or corruption of data; indirect or consequential loss; advertising-platform suspension; changes in campaign performance; losses caused by inaccurate information supplied by you; or losses arising from your products, fulfilment, website or customer service. Our total aggregate liability arising from or relating to the Services will not exceed the total fees paid or payable to us during the six months immediately preceding the event giving rise to the claim. Where the engagement has lasted less than six months, the cap will be the total fees paid or payable during the engagement. Each party agrees that this limitation reflects the nature and pricing of the Services.
23. Client indemnity
You agree to indemnify us against third-party claims, reasonable losses and reasonable legal costs arising from: materials supplied by you infringing another person’s rights; misleading, unlawful or unsubstantiated product claims supplied or approved by you; your breach of advertising-platform rules; your products or services; your failure to comply with privacy, consumer or marketing laws; or your material breach of these Terms. This clause will not apply to the extent that the claim was caused by our negligence, wilful misconduct or breach of the agreement.
24. Suspension of Services
We may suspend all or part of the Services where: an invoice is overdue; required access has not been provided; continuing the Services may breach law or platform policies; you instruct us to publish misleading or unlawful content; your conduct creates a security or reputational risk; you materially breach these Terms; orcontinued work would expose us or another person to unreasonable risk. Where reasonably possible, we will notify you and allow an opportunity to remedy the issue.
25. TerminationEither party may terminate immediately by written notice where the other party:commits a material breach and fails to remedy it within 14 days of receiving written notice; repeatedly breaches the agreement; becomes insolvent or ceases trading; acts unlawfully in connection with the Services; orengages in abusive, threatening or seriously inappropriate conduct. On termination: all outstanding invoices become payable; we may invoice for Services performed but not yet invoiced; access to agency-owned systems may be removed; each party must return or securely delete confidential information where appropriate; and clauses intended to continue after termination will remain in effect. Subject to payment of outstanding fees, we will provide reasonable cooperation to transfer active campaign management back to you or a replacement provider.
26. Force majeure
Neither party will be liable for delays or failures caused by circumstances outside its reasonable control. These may include: internet or telecommunications failures; cyberattacks; platform outages; governmental action; industrial disputes; natural disasters; war or civil unrest; epidemics or pandemics;power failures; and failure of essential third-party suppliers. The affected party must take reasonable steps to reduce the impact.
27. Non-solicitation
During the engagement and for six months after it ends, neither party will knowingly solicit for employment any employee or contractor of the other party who was materially involved in providing or receiving the Services. This does not prevent recruitment through a general public advertisement that was not targeted at the individual.
28. Communications and notices
Routine communications may be sent by email, messaging platform or project-management system. Formal notices relating to termination, material breach or legal claims must be sent by email to the addresses stated in the proposal or service order. A notice sent by email will be treated as received on the next business day, provided that no delivery-failure notification is received.
29. Changes to these Terms
We may update the website version of these Terms from time to time. Updated terms will apply to new engagements from the date they are published. Changes to an existing engagement will only apply where: both parties agree in writing; the change is required by law; orthe change does not materially reduce your contractual rights.
30. No partnership or employment relationship
Nothing in these Terms creates:a partnership; a joint venture;an employment relationship; a fiduciary relationship; orauthority for either party to legally bind the other. We act as an independent service provider.
31. Assignment
You may not transfer your rights or obligations under the agreement without our prior written consent. We may assign the agreement as part of a genuine business sale, restructuring or transfer to an affiliated company, provided that this does not materially reduce your rights.
32. Third-party rights
A person who is not a party to the agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
33. Severability
If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable.If it cannot be modified, it will be removed without affecting the remaining provisions.
34. Waiver
A delay or failure to enforce a right does not waive that right. A waiver is only effective where it is given in writing.
35. Entire agreement
The agreement constitutes the entire agreement between the parties concerning the Services. Neither party relies on any statement, representation or promise not contained in the agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.
36. Governing law and jurisdiction
These Terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction. Before commencing formal legal proceedings, the parties agree to make reasonable efforts to resolve the dispute through good-faith negotiation.
