TERMS OF SERVICE

1. General

These are the main terms of business of the Agency (“the terms”).

• “The Agency” shall mean Ambleglow Limited
• “Authorised Representatives”means in the case of the Agency, any director, and in the case of the Client, any director, partner or sole proprietor.
• “The Client”shall mean any individual, firm, company or other party with whom the Agency contracts or seeks to contract.“The Contract”means any agreement for the provision of Services and/or Materials by the Agency to the Client.
• “The Quote”means any quote or revised quote sent to the Client by the Agency on the Agency’s headed notepaper or by email detailing, inter alia, the description and price of the Materials and/or Services.
• “The Services”means any contracts for the provision of marketing, digital or design consultancy services to the Client of whatsoever nature, including the Materials.
• “Materials”shall mean design visuals, disc located digital reproduction/artwork, films, display material, printed items, digital media and all matter analogous to the above.

The Agency hereby agrees to place at the disposal of the Client, for the purpose of its functions, the professional services of its marketing agency. The Client hereby agrees to meet its obligations to facilitate the services received from the Agency.

2. Amendments

The costs we have quoted for the creative aspects of our work assume a maximum of two (2) sets of amendments to any design work/artwork/copywriting supplied for approval. Additional client amendments will be charged at the Agency’s standard hourly fee rates.

3. Use of trusted freelancers

At times, our agency may collaborate with trusted freelancers who possess specialised skills or expertise relevant to specific projects. Such freelancers undergo a rigorous vetting process to ensure they meet our standards of professionalism and proficiency. While working with freelancers, we maintain strict confidentiality agreements and oversee the coordination and integration of their contributions seamlessly into our overall marketing strategies.

4. Our day-to-day dealings with you

• A member of our team will attend video briefing meetings with any member of your team within 48 hours of a request.

• Within 4 hours of receipt, a member of our team will acknowledge any e-mails from you and give you an expected timeframe for meeting any requests you may have.
• The Agency will provide an email summary of weekly activities and ensure that the project delivery plan is up to date with timeframes, This will be available to the client at all times.
• All marketing collateral will be proofread by two different team members.

5. Your commitments to us

• Meet with us at regular intervals (define type of meeting and frequency here) to ensure service standards. The agenda for these meetings will include campaign performance data, summary of expenditure, response analysis plus any other business relevant to that moment in time.
• Update us promptly regarding any relevant changes in your operational circumstances or requirements under this agreement, in order for us to continue to develop effective strategies and solutions to meet those changing requirements.
• Provide the Agency with the necessary resources to deliver the work described in this agreement, ensuring these resources are made available in line with the timescales agreed.
• Approve marketing collateral within the timescales specified by the Agency.
• Agree that any changes to the brief, if resulting from alterations by the Client, delays in providing the Agency with materials, information, instructions or authorisations, supply of faulty materials to the Agency or any other circumstances beyond the Agency’s control, may be subject to extra charges for the Agency’s time and work and may involve delays in supply.
• Will provide regular feedback on decisions that will affect the marketing or messaging of your products, to ensure that resulting communications are accurate. You also acknowledge that additional time may need to be built into the schedule to accommodate changes and that changes may involve additional costs.
• Indemnify us in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material or instruction supplied by the Client.
• Not to, without the prior written consent of the Agency, at any time from the date of this agreement to the expiry of 6 (six) months after the last date of supply of the Services, solicit or entice away from the Agency or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Agency in the provision of the Services described in this agreement.

6. Intellectual Property

The copyright and ownership of any material, illustration, logo, trademark, photograph, digital file or other intellectual property commissioned or crated specifically for the client under this agreement remains with the Agency until settlement of all relevant fees.

The Agency retains ownership of its previously developed items (scamps, concepts, copy etc.) that may have been rejected by the client. These cannot be used by the client at any time without express written permission by the agency.

It is the responsibility of the Client to ensure that materials comply with all laws, regulations and codes in all countries where the Materials are used. The Client agrees to indemnify the Agency against any costs arising from the use or misuse of the materials.

Third party materials, such as imagery, used in the Materials may be subject to usage liabilities such as royalties and licence fees. The Agency shall procure such licences as necessary for the use of third-party materials for use within the scope of the Quote. The Client should obtain written consent from the Agency for use of any part of the deliverables outside of the scope of the Quote.

7. Third party suppliers

The Agency shall not be liable in respect of any act or omission of any third party and any agreement made between the Client and any third party shall be a contract between the Client and the third party and the Agency shall not be a party to that contract, even if the Agency introduced the Client and the Third Party.

8. Agency Marketing/Promotion

The Client allows the Agency to use its name and service marks in its marketing materials or other oral, electronic, or written promotions, which shall include naming the Client as a client of the Agency. The Agency will seek prior written authorisation from the Client for the use of case studies and any associated materials.

9. Digital Marketing Services – PPC and SEO

The Agency will use reasonable endeavours to improve the position of the Client’s search engine results, but, do not guarantee any specific placement or higher placement on search engine results. The Agency will have no liability for any changes in position of the Client’s website on search engine results and the Client acknowledges that the Agency has no control over the policies of search engines with respect to the type of website and/or content that they accept or the way in which websites are ranked either now or in the future.

10. Data

For the purposes of the Data Protection Act 1998, the Client shall be the data controller and the Agency is the data processor in respect of any Personal Data as defined in that Act.

The Agency shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Client.

When the Agency is sent data directly to them, or it’s inputted into software, such as with email marketing, the Agency will use this information and trust that the Client has done all necessary checks their end including obtaining all consents from data subjects to the use of Personal Data in connection with the Services.

The Client understands that they are fully responsible for the data that they provide to the Agency and that it complies with GDPR. This is not the responsibility of the Agency to check or monitor. Consequently, the Agency will not be liable for any claim brought by a data subject arising from any action or omission by the Agency, to the extent that such action or omission resulted directly from the Client’s instructions.

Any and all data issued to the Agency shall, as a minimum, be sent as a secure file protected by a password.Data received without the aforementioned will not be processed by the Agency and will be deleted.

11. Electronic Communications

The electronic transmission of information cannot be guaranteed to be secure or free of viruses or error and such information could therefore be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise became adversely affected or unsafe. The Company uses commercially reasonable procedures to check their systems for the current most commonly known viruses. The Client, however, is responsible for protecting their own systems and interests in relations to electronic communications and viruses.

12. Charges and payment

Where the services are provided based on a retainer, the charges payable shall be calculated in accordance with the Agency’s standard daily/hourly fee rates, as amended from time to time by the Agency.

Where the Services are provided as a set project, the total price for the Services shall be the amount set out in the Proposal or any subsequent Estimate we may provide.

In either case the charges exclude the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the Agency.

The costs for undertaking the work described in this agreement are based on the Agency receiving payment from the client within 30 days’ after date of invoice – unless otherwise agreed in writing in advance.

Should expedited delivery be agreed an extra charge may be made to the Client to cover any overtime or any other additional costs involved.

If payment becomes overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment become immediately due and payable.

All invoices are subject to UK VAT at the current rate unless a valid exemption certificate is provided.

All payments must be in UK Pounds Sterling

13. Insolvency

If the Client ceases to pay their debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.

In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

14. Confidentiality

The Agency agrees to sign the Client’s Non Disclosure Agreement (NDA) if requested and shall keep in strict confidence all technical or commercial know­ how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Agency by the Client.

15. Force Majeure

The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.

16. Termination

Both parties may terminate this agreement by providing 30 days’ notice in writing. Upon notice to terminate, the Client shall pay the Agency for all services rendered and work performed up to the effective date of termination. Accordingly, the Agency will send to Client a final bill for the last month of service prorated by the number of hours of service for the respective month prior to termination. The Client shall pay the invoice within ten (10) days of receipt.