1. About Us
1.1 These Standard Business Terms of Supply govern the use of this Website and the supply of services by Dool Creative Agency Ltd, a private limited company incorporated in England and Wales under company number 12340031, with registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (“Dool”, “Provider”, “we”, “us” or “our”).
2. Business Customers Only
2.1 Unless we expressly agree otherwise in writing, our Website, plans, subscriptions and services are offered and supplied to business customers only.
2.2 By requesting, accepting, purchasing, subscribing to, paying for or using any of our services, you confirm that you are acting wholly or mainly for purposes relating to a trade, business, craft or profession and not as a consumer.
3. Definitions
3.1 In these Terms:
“Account” means any hosting account, dashboard, portal, software account, advertising account, analytics property, ticketing environment, cloud environment, repository, CRM, communication platform, AI system, social media account or any other digital or technical environment used, managed, provisioned, configured or made accessible by us in connection with the Services.
“Authorised User” means any employee, contractor, representative, agent or other person authorised by the Client to access or use any Account, Client Area or service environment in connection with the Services. Any act, omission, request, approval or instruction of an Authorised User shall be deemed to be that of the Client.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England.
“Client” means the legal person, company, business, sole trader or other entity that purchases, subscribes to, accepts or receives the Services from us, and includes its employees, representatives, agents and Authorised Users where the context requires.
“Client Area” means any portal, dashboard, workspace, ticketing environment, file area or other restricted-access environment made available by us to the Client.
“Client Materials” means any content, data, credentials, files, images, logos, copy, approvals, instructions, specifications, personal data, software, recordings, assets or information supplied by or on behalf of the Client.
“Deliverables” means the specific outputs expressly identified in the relevant proposal, statement of work, invoice, order confirmation, subscription confirmation or other written agreement.
“End User” means any third party, customer, prospect, lead, caller, visitor or other person who interacts with the Client’s website, landing pages, forms, chatbot, AI agent, automation flow, advertising funnel, digital asset, content, social account or other system operated for or on behalf of the Client. An End User is not our client and has no contractual relationship with us unless expressly agreed otherwise in writing.
“Fees” means all charges payable to us, including recurring fees, one-off fees, project fees, hosting fees, maintenance fees, support fees, setup fees, overage fees, reactivation fees, migration fees, emergency fees, consultancy fees, third-party pass-through costs and any taxes where applicable.
“Interaction” means, for AI and automation services, any billable message, exchange, turn, call event, request, response, execution event, workflow event, or equivalent usage unit as measured by us or the relevant third-party supplier in our reasonable discretion.
“Managed Account” means any Account created, held, managed, configured, administered or technically controlled by us, whether in our own name, the Client’s name, or through a third-party supplier, for the purpose of delivering the Services.
“Services” means any services supplied by us, including without limitation web design, web development, managed cloud hosting, website maintenance, Dool Care, social media services, SEO, content strategy, online advertising, PPC, AI solutions, AI agent deployment, automation, CRM work, integrations, domain-related work, technical support and consultancy.
“Third-Party Services” means any services, platforms, plugins, APIs, themes, registrars, cloud providers, payment providers, analytics providers, advertising platforms, social networks, telephony providers, AI providers, software vendors, subcontractors or suppliers supplied by any person other than us.
“Website” means our public website and any pages, portals, content or materials made available from it.
“Website User” means any person who accesses, visits, browses or otherwise uses the Website.
4. Application of These Terms
4.1 These Terms apply to:
(a) use of the Website;
(b) all proposals, quotations, scopes, statements of work, subscriptions, invoices, orders and services supplied by us; and
(c) all recurring, monthly, annual, project-based, ad hoc and managed services supplied by us.
4.2 These Terms are incorporated into every engagement with us unless expressly replaced or varied by a separate written agreement signed by both parties.
4.3 If there is any conflict between:
(a) a signed Service Agreement or Order Form;
(b) a proposal, statement of work or order confirmation expressly accepted by both parties;
(c) these Terms;
the document higher in the above order shall prevail to the extent of the conflict.
5. Authority and Contract Formation
5.1 A binding contract is formed when any of the following occurs first:
(a) the Client signs or approves a proposal, statement of work, agreement or quote;
(b) the Client asks us to begin work;
(c) the Client pays a deposit or invoice;
(d) the Client subscribes to a plan or recurring service;
(e) the Client otherwise confirms acceptance by email, message, portal, checkout or any equivalent method.
5.2 Any person who accepts a proposal, places an order, requests work, gives instructions, pays an invoice, subscribes to a service or uses a Client Area on behalf of the Client represents and warrants that they have full authority to bind the Client.
5.3 The Client remains bound by all instructions, requests, approvals and actions given by its directors, officers, employees, contractors, agents and Authorised Users.
5.4 Any quotation, estimate or proposal issued by us may be withdrawn, revised or expire at any time before acceptance unless expressly stated otherwise.
6. Scope of Services
6.1 We will provide the Services with reasonable skill and care and in accordance with the agreed written scope.
6.2 Anything not expressly included in the agreed scope is excluded and may be subject to additional Fees.
6.3 We may use employees, contractors, freelancers, subprocessors and subcontractors to provide the Services.
6.4 We may modify our internal methods, systems, tools, suppliers, workflows and delivery model at any time, provided the core agreed Services continue to be supplied.
7. Marketing Descriptions and Commercial Labels
7.1 Any plan name, package name, service description, marketing phrase or commercial label used by us, including without limitation “unlimited”, “priority”, “advanced”, “plus”, “pro”, “enterprise”, “brand awareness”, “total assistance”, “essential”, “fully managed”, “private AI”, “hosted & monitored”, “global targeting”, “local targeting”, “workflow refinements”, “best deal”, “high-impact”, “tailored”, “optimised” or any similar wording, is descriptive only and must be read subject to these Terms and the relevant written scope.
7.2 Website copy, brochures and promotional language describe the general nature of our services and do not override these Terms or create standalone contractual promises beyond the agreed scope.
8. Website Use
8.1 All Website content, branding, graphics, layout, text, code, materials and intellectual property belong to us or our licensors unless stated otherwise.
8.2 No Website User may reproduce, distribute, scrape, copy, republish, reverse engineer, commercially exploit or otherwise use any part of the Website or its contents without our prior written consent.
8.3 The Website is provided on an “as is” and “as available” basis. We do not guarantee uninterrupted availability, accuracy, security, compatibility or fitness for any purpose.
9. Client Responsibilities
9.1 The Client shall:
(a) provide complete, accurate and timely information, materials, approvals, credentials and instructions;
(b) ensure that all Client Materials may lawfully be used for the Services;
(c) maintain appropriate internal backups and records unless expressly agreed otherwise;
(d) review Deliverables promptly and provide clear feedback;
(e) comply with all laws, regulations, platform rules and industry requirements relevant to its business, campaigns, products, services, content and data;
(f) keep all contact details and payment methods current;
(g) ensure that only properly authorised persons instruct us.
9.2 We are not responsible for delays, errors, non-performance, increased cost or disruption caused by missing materials, late approvals, revoked access, inaccurate information, unavailable decision-makers, Third-Party Services or any act or omission of the Client.
10. Fees, Invoicing and Payment
10.1 All Fees are payable in the currency stated on the relevant invoice, proposal, order or subscription page.
10.2 Unless otherwise stated on the invoice, all invoices are due on the invoice date.
10.3 We may invoice:
(a) in advance for hosting, maintenance, subscriptions, retainers and recurring services;
(b) upfront in whole or in part for projects and builds;
(c) on milestones;
(d) monthly or as incurred for overages, emergency work, out-of-scope work, pass-through costs and additional support.
10.4 All time-based, additional or scope-excess work may be billed at our prevailing rates unless expressly agreed otherwise in writing.
10.5 The Client shall pay all invoices in full without set-off, counterclaim, deduction or withholding, except where required by law.
10.6 Any invoice dispute must be notified to us in writing, with full particulars, within five Business Days of the invoice date. If no such notice is received, the invoice shall be deemed accepted.
10.7 If a payment method fails, a chargeback is initiated, a transfer is reversed, or any invoice remains unpaid when due, the full outstanding balance owed to us by the Client shall become immediately due and payable.
10.8 We may charge interest on overdue sums at the higher of:
(a) the rate stated in the relevant agreement; or
(b) 8% per annum above the Bank of England base rate,
accruing daily from the due date until payment in full, together with all reasonable debt recovery, legal, administrative and collection costs and any fixed compensation available at law.
10.9 We may allocate any payment received to any outstanding invoice, cost, fee, debt or balance in any order we choose.
11. Recurring Services, Subscriptions and Renewals
11.1 Monthly, annual and other recurring services renew automatically for successive billing periods unless:
(a) a different minimum term is expressly stated in writing; or
(b) either party gives written notice of non-renewal before the next billing cycle.
11.2 Unless expressly stated otherwise, recurring services are billed in advance.
11.3 No cancellation, termination or suspension requested by the Client shall entitle the Client to any refund or pro rata refund for any current billing period already invoiced or commenced, unless we expressly agree otherwise in writing.
11.4 If a service has a minimum term, the Client remains liable for all Fees for that minimum term unless we agree otherwise in writing.
11.5 We may change pricing, structure, plan names, features, inclusions, exclusions and allowances for future billing periods at any time. The legally binding price for any billing period is the price stated in the relevant invoice, accepted proposal, subscription confirmation or written renewal.
12. Suspension
12.1 If any amount due to us is unpaid on its due date, or if we reasonably believe there is fraud, chargeback abuse, unlawful activity, misuse, security risk, reputational risk, policy breach or operational risk, we may immediately and without liability:
(a) suspend all or any Services;
(b) pause work, support, maintenance, development, launches, campaigns, optimisations and Deliverables;
(c) disable access to any Client Area, Managed Account, hosting environment, backup, file area, dashboard, CRM, analytics environment or other system under our control;
(d) withhold handovers, credentials, source files, releases, exports, migrations and launch activities;
(e) refuse to carry out further work until all outstanding sums are paid in cleared funds.
12.2 Suspension does not waive the Client’s payment obligations. Fees may continue to accrue during suspension where capacity, infrastructure, licences or reserved service time remains allocated to the Client.
13. Data Retention, Deletion and Loss After Suspension or Termination
13.1 If Services are suspended or terminated, we may disable, archive, delete, overwrite, destroy or stop maintaining any data, materials, backups, environments, logs, account configurations, campaigns, automations, integrations or files under our control at any time, subject only to applicable law and any express written agreement to the contrary.
13.2 The Client acknowledges and accepts that suspension, non-payment, late renewal, expired services, terminated accounts, chargebacks, revoked access, expired domains, expired software licences, supplier action or delayed Client instructions may lead to:
(a) interruption of service;
(b) deactivation;
(c) deletion or overwriting of data;
(d) loss of backups;
(e) loss of access;
(f) loss of rankings;
(g) loss of account history;
(h) restoration failure.
13.3 We shall not be liable for any such loss, corruption, interruption, deletion or restoration failure.
13.4 Any restoration, reactivation, recovery, rebuild, migration or reconfiguration after suspension or termination is subject to our availability and may be chargeable.
14. Price Changes
14.1 Any pricing displayed on the Website is indicative unless expressly stated otherwise.
14.2 We may amend pricing at any time without prior notice for future orders, renewals or billing periods.
14.3 Historical pricing, legacy pricing or previously granted discounts do not create any entitlement to future pricing.
15. Taxes
15.1 Fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
15.2 The Client is responsible for all taxes, duties, levies, withholdings and similar charges arising in connection with the Services, except taxes on our net income.
16. Third-Party Services
16.1 The Services may rely on or involve Third-Party Services, including without limitation registrars, cloud providers, payment providers, analytics providers, advertising platforms, social networks, telephony providers, AI providers, software vendors, plugins, themes, APIs and integrations.
16.2 Third-Party Services are subject to the relevant third-party’s own terms, pricing, availability, support, policies and technical changes.
16.3 We do not warrant the continued availability, compatibility, legality, pricing, support, uptime, performance or security of any Third-Party Service.
16.4 We are not liable for failures, suspensions, outages, rejected ads, restricted accounts, deprecations, API changes, licence changes, compatibility issues, billing issues, data loss, supplier action or other issues caused by Third-Party Services.
16.5 Any third-party licence, subscription, domain, cloud cost, media spend, software fee or pass-through cost may be invoiced to the Client or may require direct payment by the Client.
17. Domains, DNS, SSL and Registrations
17.1 Where we register, renew, transfer, manage or configure a domain, DNS service, SSL certificate or related service for the Client, such service is also subject to the relevant registrar, registry or supplier terms.
17.2 The Client is responsible for ensuring that all domain names, trademarks, branding, content and uses are lawful and non-infringing.
17.3 If applicable Fees are not paid on time, we may allow the relevant domain, SSL certificate, mailbox, service or associated configuration to expire, lapse, suspend or be removed without liability.
17.4 We are not responsible for losses arising from expiry, transfer lock, DNS propagation, registrar action, WHOIS inaccuracies, redemption periods, interrupted email or failed transfer processes.
18. Web Design, Web Development and Technical Builds
18.1 Project timelines are estimates only unless expressly stated to be fixed deadlines in writing.
18.2 Any delay caused by the Client, by missing materials, by changing instructions, by Third-Party Services or by dependencies outside our control extends the timeline accordingly.
18.3 Any material change to scope, design direction, functionality, number of revisions, languages, infrastructure, integrations, environments, approvals or delivery assumptions may result in revised Fees, revised timelines or both.
18.4 Unless otherwise agreed, we may treat silence for five Business Days following delivery of a draft, milestone or Deliverable as approval to proceed.
18.5 Work already performed, time already reserved, committed capacity and incurred third-party costs remain chargeable even if the project is paused, postponed or cancelled.
18.6 Unless expressly stated in writing, project Fees do not include post-launch maintenance, future updates, hosting, Dool Care, third-party licences, ongoing SEO, ongoing content production or future compatibility work.
19. Managed Cloud Hosting
19.1 Managed hosting is supplied as a managed service, not as raw infrastructure rental.
19.2 Hosting plans may be described by relative service tiers such as Small, Medium, Large or Extra Large, or by any other service descriptor we choose. Such descriptors are indicative categories only and do not constitute a promise of fixed hardware, exact CPU, exact RAM, exact storage, exact bandwidth, exact IOPS, dedicated hardware, a specific server model, or any specific data centre.
19.3 Unless expressly agreed in writing, we do not guarantee:
(a) dedicated hardware;
(b) fixed infrastructure specifications;
(c) uninterrupted uptime;
(d) any formal service level agreement;
(e) any minimum speed, latency, response time, throughput or performance metric;
(f) any specific region or hosting provider environment.
19.4 We may migrate, resize, patch, replace, rebuild, reconfigure, rebalance or reallocate infrastructure at any time for security, maintenance, operational, supplier, scalability or performance reasons.
19.5 Hosting is provided on a commercially reasonable efforts basis only.
19.6 We are not responsible for downtime, degraded performance, cloud outages, cyberattacks, malicious traffic, plugin conflicts, software vulnerabilities, routing issues, mail delivery issues, corrupted files, supplier failures or failures caused by the Client or any third party.
20. Backups
20.1 Unless expressly agreed in writing, backups are provided as a convenience only and are not guaranteed.
20.2 We do not guarantee that any backup exists, is complete, is current, is uncorrupted, is accessible, is transferable or will restore all data, functionality, appearance or settings.
20.3 The Client remains solely responsible for maintaining its own independent backups of all critical content, files, databases, mailboxes, systems and records.
20.4 Backup schedules, retention periods, restoration scope and recovery windows may vary by service, supplier, plan, environment or technical limitation and may be changed by us at any time.
20.5 Backup extraction, testing, verification, restoration, rollback, forensic review and data recovery assistance may be chargeable.
21. Dool Care
21.1 Dool Care is a recurring maintenance and support service for websites and related digital environments. Inclusions vary by plan.
21.2 Unless expressly stated otherwise, Dool Care is limited to the websites, environments, included minutes, included actions and included services expressly identified in the relevant order or subscription.
21.3 Included minutes or allowances are measured by us in our reasonable discretion and cover only routine tasks within scope.
21.4 Unused allowances do not roll over unless we expressly agree otherwise in writing.
21.5 Any work outside the plan scope or beyond included allowances may be declined, deferred or billed separately at our prevailing rates.
21.6 Dool Care does not include, unless expressly stated:
(a) full redesigns;
(b) new feature development;
(c) custom integrations;
(d) major malware remediation;
(e) forensic recovery;
(f) legal compliance implementation;
(g) premium third-party subscriptions;
(h) large-scale content migration;
(i) major infrastructure rebuilds;
(j) work required because the Client or any third party caused deletion, damage, infection, misconfiguration, incompatibility, non-payment issues or loss of access.
21.7 Where a Dool Care plan refers to support, software updates, uptime monitoring, backups, analysis, SEO or content updates, such items are limited to the level, frequency and depth reasonably consistent with the selected plan and the technical reality of the Client’s environment.
21.8 Dool Care is not an insurance product and does not guarantee prevention of incidents, uninterrupted operation, restoration success, uptime or any specific response or resolution time unless expressly stated in writing.
22. Social Media Services
22.1 Social media services may include, depending on the selected plan, content strategy, competitor analysis, copywriting, post creation, visual designs, reel creation, publishing support, user interaction management and reporting.
22.2 Where a plan refers to “unlimited posts” or “unlimited frequency”, this means that we do not apply a fixed numerical posting cap within the selected plan. It does not mean infinite, immediate, real-time or unrestricted production, publishing or moderation capacity.
22.3 Social media output remains subject to:
(a) the selected plan;
(b) platform suitability;
(c) reasonable use;
(d) content strategy;
(e) timely approvals, assets, access and feedback from the Client;
(f) compliance with applicable laws and platform rules;
(g) our production and scheduling capacity.
22.4 “Management of users interaction” means the reasonable handling of comments, messages or public interactions on the supported social platforms selected for the service. It does not constitute 24/7 community management, crisis response, legal moderation, live customer service outsourcing, or unlimited real-time support unless expressly agreed in writing.
22.5 “Up to X networks” means up to the stated number of active social media accounts or channels selected for management during the relevant billing period. It does not include unlimited onboarding, unlimited account changes or unlimited social properties.
22.6 “Visual designs” and “reel creations” are monthly deliverables where included. Any unused monthly allowance does not roll over unless expressly agreed in writing.
22.7 We do not guarantee follower growth, reach, engagement, virality, audience quality, platform distribution or any commercial outcome from social media services.
22.8 Unless expressly included in writing, social media services do not include influencer fees, paid media spend, product photography, filming, on-site production, voice-over, travel, advanced animation, account recovery, legal review or multilingual localisation.
23. Ultra SEO and Content Strategy Services
23.1 Ultra SEO and content strategy services may include, depending on the selected plan, keyword research, keyword mapping, on-page optimisation, technical recommendations, content production, landing page creation, search engine submission, local targeting, global targeting, UX recommendations, strategy refinement and reporting.
23.2 Where a plan refers to a number of keywords, this means the number of targeted and/or monitored keyword themes or terms worked on during the relevant period. It does not constitute a guarantee of ranking position, search volume capture, traffic level or indexing outcome.
23.3 Where a plan includes blog posts, long blog posts or landing pages, the number included applies per billing period and does not roll over unless expressly agreed in writing.
23.4 Search engine submission does not guarantee indexing, ranking, visibility or traffic.
23.5 SEO results depend on many factors outside our control, including algorithm changes, competition, website quality, technical debt, historic penalties, backlink profile, content quality, user behaviour, budget, market conditions, localisation, site speed and the Client’s own implementation and approval timelines.
23.6 We do not guarantee search rankings, organic traffic, leads, enquiries, conversions, revenue or any specific SEO outcome.
23.7 Unless expressly included in writing, Ultra SEO services do not include developer implementation time, full technical rebuilds, ongoing link acquisition guarantees, PR campaigns, translation, legal review, regulated-content review, or third-party platform fees.
24. Online Ads and PPC Services
24.1 Online ads services may include campaign strategy, account setup, audience structuring, conversion tracking review, creative testing, copywriting, optimisation, reporting and performance analysis.
24.2 Media spend is payable by the Client directly to the relevant platform unless expressly agreed otherwise.
24.3 Our management fee does not include platform media spend, third-party creative costs, landing page build costs, software costs, call tracking costs, or other pass-through costs unless expressly stated.
24.4 The Client is responsible for maintaining valid payment methods, lawful offers, compliant landing pages, accurate claims, proper tracking access and prompt approvals.
24.5 We do not guarantee impressions, clicks, leads, sales, ROAS, CPA, conversion volume, ad approval or account continuity.
24.6 We are not responsible for ad rejection, account suspension, restricted categories, reduced delivery, policy enforcement, attribution gaps, audience limitations, or poor results caused by the Client’s website, product, sales process, fulfilment, budget, compliance or platform decisions.
25. AI Desmos, AI Agents and Automation Services
25.1 AI services may include custom AI deployment, hosted AI agents, multichannel AI agents, workflow automation, integrations, monitoring, bug fixes, optimisation, analytics, on-premise options, voice-enabled systems, chatbot systems, messaging automations and related support.
25.2 Custom AI deployment is a separate project-based service unless expressly included within a plan. It may include discovery, workflow design, configuration, AI training, deployment and channel setup.
25.3 Monthly AI plans are recurring run services and do not automatically include the initial custom build, major retraining, major redevelopment or large architecture changes unless expressly stated in writing.
25.4 Where a plan includes a stated monthly number of Interactions, that allowance applies per billing period only. Unused Interactions do not roll over unless expressly agreed in writing.
25.5 If the Client exceeds the included monthly Interaction allowance, we may, at our discretion:
(a) invoice overage charges;
(b) throttle usage;
(c) limit functionality;
(d) suspend the affected AI service until additional Fees are agreed or paid.
25.6 Where a plan includes API coverage up to a stated USD amount, that amount is the maximum third-party API cost included for the relevant billing period. Any API usage above that cap is chargeable to the Client.
25.7 Where a plan includes hosting and monitoring, this means operational management and reasonable observation of the relevant AI environment. It does not mean guaranteed uninterrupted uptime, guaranteed response time, guaranteed model availability or guaranteed successful execution of third-party services.
25.8 Where a plan includes “workflow refinements” or “optimisations”, such work is limited to reasonable iterative improvements within the existing agreed structure and does not include full rebuilds, new channels, new business logic or major scope expansion unless expressly agreed.
25.9 Any on-premise or private AI deployment is subject to separate technical, security, hardware, infrastructure, access and support assumptions. Unless expressly stated otherwise, the Client remains responsible for its own local hardware, network, electricity, physical security, redundancy and environmental suitability.
25.10 The Client remains responsible for:
(a) all prompts, knowledge sources, escalation rules, approval logic, compliance decisions and business policies used by the AI service;
(b) supervision of outputs;
(c) validation of regulated, legal, financial, medical or otherwise sensitive outputs before operational use;
(d) lawful notice, consent and recording practices where voice, telephony, transcripts or messaging are involved.
25.11 We do not guarantee factual accuracy, uninterrupted availability, deterministic outputs, lawful suitability for every use case, or that AI outputs will be free from hallucination, bias, incompleteness, latency or error.
26. Project Pause and Abandonment
26.1 If the Client fails to provide required materials, approvals, feedback, access or instructions for 30 consecutive days, we may treat the project as paused or abandoned.
26.2 If a project is paused or abandoned:
(a) we may reallocate internal resources;
(b) we may reschedule the project at our discretion and subject to availability;
(c) we may invoice all work carried out and all committed costs;
(d) we may charge a reactivation or re-onboarding fee before resuming work;
(e) any quoted timeline shall cease to apply.
27. Acceptance of Deliverables
27.1 Deliverables are deemed accepted unless the Client gives written notice of a material non-conformity within five Business Days of delivery.
27.2 Any rejection notice must specify the material issue with reasonable detail.
27.3 Minor defects, subjective preferences, third-party incompatibilities, later changes of mind or requests beyond scope do not constitute material non-conformity where the Deliverable substantially matches the agreed scope.
28. Content, Offers and Compliance
28.1 The Client is solely responsible for all products, services, offers, promotions, pricing, claims, disclosures, notices, campaigns, forms, landing pages, data collection practices and sector-specific compliance relating to its business.
28.2 The Client warrants that all Client Materials:
(a) are accurate and lawful;
(b) do not infringe any intellectual property or other rights;
(c) comply with advertising, privacy, consumer, sector-specific and platform rules;
(d) may lawfully be processed, hosted, published, sent, transmitted and used by us.
28.3 We may refuse to host, publish, deploy, advertise, send, integrate or process any material that we reasonably believe may be unlawful, misleading, defamatory, infringing, non-compliant, unsafe or operationally unacceptable.
29. Accounts, Credentials and Administrative Control
29.1 We may create, access, configure, connect or manage Accounts on behalf of the Client.
29.2 Unless expressly agreed otherwise, title to, use of, or administrative control over any Managed Account, configuration, environment, asset or connected system created or maintained by us may be withheld, restricted or suspended until all outstanding sums due to us have been paid in full.
29.3 The Client is responsible for keeping its own copies of credentials and ensuring continuity planning for its own business operations.
29.4 We are not obliged to transfer, package, export, document, assign or hand over any Account, configuration, system or technical setup unless and until all Fees are paid in full and any handover work has been paid for.
30. Intellectual Property
30.1 We retain ownership of all pre-existing materials, methodologies, frameworks, templates, know-how, systems, tooling, code libraries, prompts, automation logic, internal documentation, processes, scripts, deployment methods, non-client-specific assets and all general intellectual property created or used by us in supplying the Services.
30.2 Subject to full payment of all Fees, the Client receives:
(a) ownership of final bespoke Deliverables only to the extent expressly agreed in writing; or
(b) otherwise, a non-exclusive, non-transferable licence to use the Deliverables for its own internal business purposes.
30.3 Unless expressly stated otherwise, the following are not included and do not transfer to the Client:
(a) source files;
(b) working files;
(c) editable design files;
(d) repositories;
(e) staging systems;
(f) deployment scripts;
(g) prompts;
(h) workflow logic;
(i) automation architecture;
(j) reusable code libraries;
(k) internal documentation;
(l) production methods.
30.4 Third-party licences, stock assets, fonts, plugins, themes, APIs and SaaS elements remain subject to the relevant third-party terms and may not be transferable.
30.5 We may display the Client’s name, logo and non-confidential project work in our portfolio, Website, proposals, case studies and marketing materials unless expressly agreed otherwise in writing.
31. Confidentiality
31.1 Each party shall keep confidential all non-public business, technical, commercial and financial information disclosed by the other party and shall use such information only for the purposes of the contract.
31.2 We may disclose confidential information to staff, contractors, suppliers, subprocessors and professional advisers who need to know it for the supply of the Services and who are bound by appropriate confidentiality obligations.
31.3 This clause does not apply to information that is public other than through breach, was already lawfully known, is lawfully received from a third party, or is required to be disclosed by law or competent authority.
32. Data Protection
32.1 Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
32.2 Depending on the Services, each party may act as an independent controller, and in some cases we may act as processor on the Client’s documented instructions.
32.3 Where and to the extent we process personal data for the Client as processor, Schedule 1 (Data Processing Terms) shall apply automatically and form part of these Terms.
32.4 The Client warrants that it has all necessary notices, lawful bases, permissions and consents for any personal data shared with us or instructed to be processed by us.
33. Warranties Disclaimer
33.1 Except as expressly stated in writing, all Services and Deliverables are provided “as is” and “as available”.
33.2 To the maximum extent permitted by law, all warranties, conditions and terms implied by statute, common law or otherwise are excluded to the extent they may lawfully be excluded.
33.3 We do not warrant that the Services will be uninterrupted, error-free, fully secure, fully compatible with all systems or fit for any specific commercial purpose of the Client.
34. Limitation of Liability
34.1 Nothing in these Terms excludes or limits liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot lawfully be excluded or limited.
34.2 Subject to clause 34.1, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the total Fees actually paid by the Client to us in the 12 months immediately preceding the event giving rise to the claim.
34.3 Subject to clause 34.1, we shall not be liable for any:
(a) indirect or consequential loss;
(b) loss of profit;
(c) loss of revenue;
(d) loss of opportunity;
(e) loss of business;
(f) loss of contracts;
(g) loss of anticipated savings;
(h) loss of goodwill;
(i) loss of data;
(j) loss of rankings;
(k) loss of campaign history;
(l) loss caused by suspension, delay, downtime, third-party action, cyber incidents, expired services, domain issues or platform decisions.
34.4 The Client acknowledges that the Fees charged reflect the allocation of risk in these Terms.
35. Indemnity
35.1 The Client shall indemnify and keep us indemnified on demand against all losses, claims, liabilities, costs, charges, damages and expenses suffered or incurred by us arising out of or in connection with:
(a) Client Materials or Client instructions;
(b) breach by the Client of these Terms;
(c) infringement of third-party rights by the Client;
(d) unlawful, misleading or non-compliant advertising, products, services, data collection or content of the Client;
(e) any dispute between the Client and its own customers, leads, users, regulators, platforms or suppliers.
36. Termination
36.1 Either party may terminate a continuing service by giving the notice period stated in the relevant agreement or, if none is stated, at least 30 days’ written notice before the next billing cycle.
36.2 We may terminate immediately by written notice if:
(a) the Client fails to pay any sum on time;
(b) the Client commits a material breach;
(c) the Client becomes insolvent or appears likely to become insolvent;
(d) continuing the Services would expose us to legal, regulatory, reputational, operational or security risk;
(e) the Client abuses staff, systems or suppliers.
36.3 Termination does not affect any accrued rights, accrued Fees, committed minimum terms or any clause intended to survive termination.
37. Effect of Termination and Offboarding
37.1 On termination:
(a) all unpaid invoices become immediately due;
(b) we may cease all work and disable access;
(c) we may archive, delete, destroy or cease maintaining any data, files, environments, configurations or materials in our possession or control, subject only to applicable law and any express written agreement.
37.2 Offboarding, migration assistance, handover support, repository transfer, export requests, packaging, documentation preparation, mailbox export, backup extraction, DNS work, transfer support, third-party coordination and similar tasks are not included unless expressly stated and are chargeable at our prevailing rates.
37.3 We are not obliged to provide any handover, transfer or migration assistance until all outstanding sums owed to us have been paid in full.
38. Independent Contractor
38.1 Nothing in these Terms creates or shall be deemed to create any partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties.
39. Non-Solicitation
39.1 The Client shall not, during the term of the engagement and for 12 months afterwards, directly solicit for employment or engagement any of our employees or key contractors materially involved in the Services, except by means of a general recruitment campaign not targeted specifically at them.
40. Force Majeure
40.1 We shall not be liable for any failure, delay, interruption or inability to perform caused by events beyond our reasonable control, including acts of God, power failure, internet failure, supplier outage, cloud outage, telecommunications failure, labour dispute, war, riot, civil disorder, terrorism, cyberattack, malicious activity, sanctions, epidemic, pandemic, natural disaster or platform action.
41. Variation
41.1 We may amend these Terms at any time by publishing an updated version on the Website. The version in force at the date of contract formation will apply to that engagement, save that updated terms may apply to renewals, new billing periods and future orders.
42. Assignment and Subcontracting
42.1 The Client may not assign, transfer, novate or otherwise deal with any contract with us without our prior written consent.
42.2 We may assign, novate, subcontract or otherwise deal with our rights and obligations at any time.
43. Entire Agreement and Non-Reliance
43.1 These Terms, together with the relevant proposal, order, invoice, subscription confirmation and any signed agreement, constitute the entire agreement between the parties in relation to the relevant Services.
43.2 The Client acknowledges that it has not relied on any statement, representation or promise not expressly set out in those documents, except in the case of fraud.
44. Severance
44.1 If any provision of these Terms is held to be unlawful, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
45. No Waiver
45.1 Any failure or delay by us to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.
46. Third Party Rights
46.1 A person who is not a party to the contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
47. Notices
47.1 Any notice under these Terms must be in writing and may be sent by email or to the registered office or other address notified for that purpose.
47.2 Notices sent by email shall be deemed received on the same Business Day if sent before 5:00 pm UK time, otherwise on the next Business Day.
48. Governing Law and Jurisdiction
48.1 These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
48.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
SCHEDULE 1
DATA PROCESSING TERMS
1. Application
1.1 This Schedule applies only where and to the extent that we process personal data on behalf of the Client as processor in connection with the Services.
1.2 To the extent this Schedule applies, the Client is the controller and we are the processor, unless expressly agreed otherwise in writing.
2. Subject Matter, Duration, Nature and Purpose
2.1 The subject matter of the processing is the provision of the Services.
2.2 The duration of the processing is the duration of the relevant Services and any reasonable period thereafter required for secure deletion, return, transition, legal compliance, dispute management or business continuity.
2.3 The nature and purpose of the processing may include hosting, storage, access management, support, maintenance, migration, transmission, organisation, retrieval, consultation, optimisation, analytics support, campaign management, automation, AI-related processing, CRM handling, communication handling and any other processing reasonably required to provide the Services.
2.4 The types of personal data and categories of data subjects are those contained in or generated through the Client Materials, the Client systems, the Client campaigns, or the environments used for the Services, as determined by the Client.
3. Controller Instructions
3.1 We shall process personal data only on the documented instructions of the Client, unless required to do otherwise by applicable law.
3.2 The Client instructs us to process personal data as necessary to provide the Services, administer the relationship, maintain security, implement support, use agreed subprocessors, and comply with applicable law.
3.3 If we believe an instruction infringes applicable data protection law, we may inform the Client and suspend the relevant processing until clarified.
4. Confidentiality
4.1 We shall ensure that persons authorised to process personal data are subject to an appropriate duty of confidentiality.
5. Security
5.1 We shall implement appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data, taking into account the state of the art, the costs of implementation, the nature of the processing and the risks involved.
5.2 The Client acknowledges that no system, network, platform, transmission method or cloud environment can be guaranteed fully secure.
6. Subprocessors
6.1 The Client grants us a general authorisation to appoint subprocessors.
6.2 We may engage subprocessors as required for the Services, including cloud infrastructure, support tools, ticketing systems, hosting suppliers, email suppliers, software vendors, telephony providers, AI providers and other technical suppliers.
6.3 We shall impose data protection obligations on subprocessors that are substantially similar to those set out in this Schedule, to the extent required by applicable law.
7. Assistance to the Client
7.1 Taking into account the nature of the processing and the information available to us, we shall provide reasonable assistance to the Client, at the Client’s cost unless otherwise agreed, in relation to:
(a) data subject rights requests;
(b) security obligations;
(c) breach notifications;
(d) impact assessments;
(e) consultation with supervisory authorities,
to the extent required by applicable law and reasonably possible.
8. Personal Data Breaches
8.1 If we become aware of a personal data breach affecting personal data processed under this Schedule, we shall notify the Client without undue delay.
8.2 Our notification may be phased as information becomes available.
8.3 We are not responsible for the Client’s own obligation to assess, report or notify unless expressly agreed otherwise in writing.
9. Deletion and Return
9.1 On termination of the relevant Services, we shall, at our option and subject to applicable law, delete or return personal data to the Client.
9.2 Where return, export, extraction or migration assistance is requested, such work may be chargeable and subject to technical feasibility, supplier limitations and full prior payment of all outstanding sums.
9.3 We may retain personal data to the extent required by law, for the establishment, exercise or defence of legal claims, for dispute management, for business records, or where deletion is not immediately technically feasible within backup or archival systems, provided appropriate protections remain in place.
10. Information and Audit
10.1 We shall make available to the Client such information as is reasonably necessary to demonstrate compliance with this Schedule, taking into account the nature of the Services and the confidentiality of our business.
10.2 Any audit, inspection or detailed compliance review shall:
(a) require reasonable prior written notice;
(b) take place during normal business hours;
(c) be limited to once in any 12-month period unless required by law or following a confirmed security incident;
(d) not unreasonably disrupt our business or compromise the confidentiality, security or rights of other clients or suppliers;
(e) be at the Client’s cost.
10.3 We may satisfy audit obligations by providing documentation, policies, summaries, supplier materials or other reasonable evidence instead of permitting direct onsite inspection where appropriate.
11. International Transfers
11.1 Where personal data is transferred outside the United Kingdom, the European Economic Area or any territory recognised as adequate under applicable law, the parties shall ensure that an appropriate lawful transfer mechanism is in place to the extent required by applicable law.
12. Priority
12.1 If there is any conflict between this Schedule and the main body of these Terms, this Schedule prevails only to the extent of the conflict in relation to personal data processing where we act as processor.
