1. Definitions

In these Terms of Service, the following definitions apply:

"Agency" refers to [Your Agency Name], a UK-registered digital marketing agency.

"Client" refers to any individual, business, or entity engaging the Agency for services.

"Services" refers to the digital marketing services provided, including but not limited to SEO, PPC, social media management, content creation, website design, and app development.

"Deliverables" refers to any materials, content, or products created by the Agency for the Client.

"Intellectual Property" refers to any copyrights, trademarks, patents, trade secrets, and other proprietary rights associated with the Agency's work.

2. Services Offered

The Agency agrees to provide digital marketing services as outlined in a separate statement of work or agreement. The scope, timelines, and specific deliverables will be defined in the agreed proposal or contract.

3. Client Responsibilities

The Client agrees to:

Provide accurate, complete, and timely information necessary for the Agency to perform its Services. Grant access to relevant accounts, platforms, and other necessary tools. Review and provide feedback on work within agreed timeframes to prevent project delays. Adhere to all applicable laws and regulations regarding marketing activities.

4. Intellectual Property

The Agency retains ownership of all intellectual property rights in the work created unless explicitly transferred upon full payment. Upon completion of payment, the Client receives a non-exclusive, non-transferable license to use the Deliverables for their intended purpose. The Client may not reproduce, modify, or distribute the Deliverables without prior written consent from the Agency. The Agency reserves the right to showcase completed work for portfolio or promotional purposes unless otherwise agreed.

5. Payment Terms

Fees and payment schedules will be outlined in the proposal or contract. Payment is due within 30 days of invoicing. Late payments may incur a fee of 5% per month. The Agency reserves the right to pause or terminate work if payments are overdue. All fees are typically represented as 'fee +VAT', unless otherwise stated.

6. Performance Metrics and Reporting

The Agency will provide periodic reports on key performance indicators (KPIs) as agreed. The Agency does not guarantee specific results but will use reasonable efforts to achieve agreed objectives.

7. Confidentiality

Both parties agree to maintain confidentiality of any proprietary or sensitive information exchanged. Confidentiality obligations remain in effect after termination of the agreement.

8. Limitation of Liability

The Agency is not liable for any indirect, incidental, or consequential damages arising from the use of its Services. Liability is limited to the total fees paid by the Client under the agreement. The Agency is not responsible for any third-party platform failures, changes in algorithms, or external factors affecting performance.

9. Termination

Either party may terminate the agreement with 7 days’ written notice. Termination due to material breach requires 7 days’ notice and an opportunity to remedy the breach. Upon termination, the Client must pay any outstanding fees for work completed. Any licenses granted for Deliverables may be revoked if payments are not completed.

10. Governing Law

These Terms shall be governed by and interpreted under the laws of England and Wales. Any disputes shall be resolved in the courts of England and Wales.

11. Miscellaneous

These Terms constitute the entire agreement and supersede all prior discussions or agreements. Amendments must be agreed in writing by both parties. Neither party may assign or transfer rights under this agreement without prior consent. In the event of a dispute, the prevailing party is entitled to recover reasonable legal fees. Signing this agreement electronically or in writing constitutes full acceptance of these terms.

By engaging with the Agency’s Services, the Client acknowledges and agrees to these Terms of Service.