Terms and Conditions

Last updated: 17 July 2026

These Terms and Conditions apply to the supply of services by Ashby Ltd, a company registered in England and Wales under company number 05666788, whose registered office is at Blackwater Barn, Smallands Hall Farm, Spring Lane, Hatfield Peverel, England, CM3 2JW and whose VAT registration number is 899 0438 69 (the “Consultancy”).

These Terms apply only where the Client is acting wholly or mainly for the purposes of its trade, business, craft or profession. They do not apply where the Client is acting as a consumer.

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

“Client” means the person, firm, company or other organisation purchasing Services from the Consultancy;

“Client Materials” means all information, content, copy, images, video, audio, data, trade marks, branding, credentials and other materials supplied or made available by or on behalf of the Client;

“Contract” means the contract between the Consultancy and the Client comprising the applicable Quotation or Statement of Work, these Terms and any other document expressly incorporated into the Contract;

“Deliverables” means the work expressly identified as deliverable to the Client in the Quotation or Statement of Work;

“Intellectual Property Rights” means copyright, database rights, design rights, trade marks, patents, rights in confidential information, know-how and all other intellectual property rights, whether registered or unregistered;

“Quotation” means a quotation, proposal, estimate, order form or other written offer issued by the Consultancy;

“Services” means the services described in the applicable Quotation or Statement of Work;

“Statement of Work” means a document agreed by the parties which describes the Services, Deliverables, charges, timetable or other project-specific terms; and

“Third-Party Materials” means any materials, software, services or Intellectual Property Rights owned or supplied by a person other than the Consultancy or the Client.

References to “writing” or “written” include email, but do not include text message, instant message, social-media message or telephone communication unless the Consultancy expressly confirms in writing that it accepts that communication as formal notice.

Headings are for convenience only and shall not affect interpretation. Words in the singular include the plural and vice versa. References to legislation include that legislation as amended or replaced from time to time.

2. Formation of the Contract

A Quotation is an invitation to the Client to purchase the Services described in it and may be withdrawn or revised by the Consultancy at any time before acceptance.

The Contract shall commence when the Client accepts the Quotation in writing, signs a Statement of Work, pays a deposit or initial invoice, instructs the Consultancy to begin work, or otherwise clearly accepts the Services, whichever occurs first.

The Client acknowledges that these Terms form part of the Contract where they are referred to in a Quotation, Statement of Work, invoice, order acknowledgement or other contractual communication.

The Client’s own purchase order or other administrative document shall not amend or replace the Contract. Any terms contained in such a document are excluded unless expressly accepted in writing by an authorised representative of the Consultancy.

If there is any conflict between the documents forming the Contract, the following order of precedence shall apply:

1. any expressly agreed variation signed by authorised representatives of both parties;
2. the Statement of Work or Quotation;
3. any applicable service-specific schedule or data processing agreement; and
4. these Terms.

3. Services

The Consultancy shall provide the Services with reasonable skill and care and shall use reasonable endeavours to meet any timetable stated in the Contract.

Unless expressly stated to be fixed, all delivery dates, launch dates and completion dates are estimates only. Time shall not be of the essence.

The Consultancy may use suitably qualified employees, contractors and specialist suppliers to provide any part of the Services. The Consultancy remains responsible for the performance of the Services, subject to the terms applying to Third-Party Materials and services.

The Consultancy may make reasonable changes to the manner in which the Services are delivered where those changes do not materially reduce the agreed scope or quality of the Services.

4. Client Responsibilities

The Client shall:

1. provide clear, complete and accurate instructions, information and Client Materials in sufficient time;
2. appoint a person with authority to give instructions, approvals and decisions on the Client’s behalf;
3. provide timely access to relevant personnel, premises, systems, accounts and facilities;
4. review Deliverables and provide consolidated feedback and approvals within any period stated by the Consultancy;
5. obtain all consents, permissions, releases and licences required for Client Materials and for the intended use of the Deliverables;
6. ensure that its instructions, Client Materials and intended use of the Deliverables comply with applicable law and do not infringe the rights of any third party; and
7. co-operate with the Consultancy in all matters reasonably required for the provision of the Services.

The Consultancy may rely on instructions and approvals given by the Client’s nominated contacts. The Client shall be responsible for resolving any disagreement within its own team and for notifying the Consultancy promptly of any change to authorised contacts.

The Client is responsible for the final review and approval of all Deliverables, including spelling, grammar, prices, factual claims, contact information, legal notices, regulatory statements and technical information. The Consultancy shall not be responsible for an error which appeared in material approved by the Client, except where the Consultancy introduced that error after approval.

5. Delays, Dependencies and Changes in the Client’s Team

The Consultancy shall not be liable for delay, additional cost or failure caused by the Client’s failure to provide information, Client Materials, access, feedback, decisions, approvals or payment when required.

If the Client causes or contributes to a delay, the Consultancy may revise the timetable, reallocate resources and charge for wasted time, remobilisation, storage, additional meetings or other work reasonably arising from the delay.

If a project is inactive because the Client has not provided required instructions, materials or approval for 30 days or more, the Consultancy may place it on hold. Resumption shall be subject to resource availability and may require a revised timetable and additional charges.

If there is a change in the Client’s ownership, management, personnel, stakeholders, brief, direction or priorities, the Consultancy may pause the Services while the scope and timetable are reviewed. Previously completed or approved work shall remain payable. Any resulting revisions or additional work shall be treated as a change of scope.

6. Changes to Scope and Additional Work

The scope of the Services is limited to the work expressly described in the Quotation or Statement of Work. Any item not expressly included is excluded.

The Client may request a change or additional work in writing. The Consultancy may accept minor changes by email and charge for them at its then-current hourly or daily rates. A material change may require a revised Quotation or Statement of Work and a revised timetable.

The Consultancy is not obliged to begin additional work until the scope, charges and any effect on the timetable have been agreed. However, where the Client asks the Consultancy to proceed and the Consultancy does so, the Client shall pay for that work at the rate stated in the Contract or, if no rate is stated, at the Consultancy’s then-current rate.

7. Charges, Expenses and VAT

The Client shall pay the charges set out in the Quotation or Statement of Work. Payment stages, deposits, retainers and billing arrangements shall be as stated in the applicable Quotation or Statement of Work and may vary between engagements.

Unless expressly stated otherwise, quotations are based on information provided by the Client and on the assumptions and dependencies stated in the Quotation. The Consultancy may revise its charges where that information is incomplete or inaccurate or an assumption or dependency proves incorrect.

Charges are exclusive of VAT and other applicable taxes, which shall be payable by the Client at the prevailing rate.

The Client shall reimburse reasonable expenses and third-party costs incurred in providing the Services where those expenses or costs are identified in the Quotation, approved by the Client or reasonably necessary to carry out the Client’s instructions. The Consultancy may require third-party costs and substantial expenses to be paid in advance.

Unless the Quotation states that a price is fixed, time-based work shall be charged according to the time reasonably spent, including meetings, research, preparation, project management, communication, travel where applicable and work undertaken in response to the Client’s instructions.

8. Invoicing and Payment

The Consultancy may invoice at the stages or intervals stated in the Contract. Where the Contract is silent, the Consultancy may invoice monthly, on completion of a stage, or on completion of the Services, as reasonably appropriate.

The Client shall pay each invoice in full and in cleared funds within 14 days of its date, unless a different period is stated on the invoice or in the Contract.

The Client shall notify the Consultancy in writing of any genuine dispute concerning an invoice within 14 days of the invoice date, giving full details of the amount disputed and the reason. The Client shall pay any undisputed amount by the due date. Failure to raise a dispute within that period shall not remove any right which cannot lawfully be excluded, but may be taken into account as evidence that the invoice was accepted as accurate.

All payments shall be made without set-off, counterclaim, deduction or withholding except where required by law.

If an invoice is overdue, the Consultancy may charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.

The Consultancy may suspend the Services, withhold Deliverables, prevent publication or launch, suspend access to Services under its control, or decline to undertake further work while any invoice is overdue. The Consultancy shall not be liable for delay or loss resulting from a suspension properly made under this clause.

No transfer, assignment or licence of Intellectual Property Rights shall take effect until all invoices relating to the relevant work have been paid in full.

9. Retainers and Recurring Services

Retainers, hosting, maintenance and other recurring Services shall be invoiced in advance unless the Contract states otherwise.

Any hours, capacity or allowance included in a retainer must be used within the period to which it relates. Unused hours, capacity or allowance shall expire at the end of that period, shall not carry forward and shall not be refundable or exchangeable for another Service unless expressly agreed in writing.

A retainer reserves access to the Consultancy’s time and expertise but does not guarantee that all requested work can be completed within the included allowance or by a particular date. Work exceeding the agreed allowance shall be charged separately with the Client’s approval.

The Consultancy may vary the charges for recurring Services by giving at least three months’ written notice. If the Client does not accept the revised charges, it may terminate the affected Service by giving notice in accordance with the Contract before the revised charges take effect.

10. Third-Party Materials and Services

The Services may incorporate or depend upon Third-Party Materials or services, including software, plug-ins, themes, APIs, hosting, domain registration, fonts, stock images, music, advertising platforms, payment services and social-media platforms.

Third-Party Materials and services remain subject to the applicable supplier’s terms, licences, charges, availability and technical limitations. The Client agrees to comply with those terms where they apply to the Client’s use of the Deliverables.

The Consultancy does not control and cannot guarantee the continued availability, functionality, security, pricing or compatibility of a third-party product or service. The Consultancy may charge for work required because a third party changes, withdraws, suspends or ceases to support a product or service.

Fees paid or committed to third parties are non-refundable to the extent that the Consultancy cannot recover them. The Client shall remain liable for third-party commitments entered into on its instructions.

Domain registration, renewal, transfer, redemption and recovery charges are non-refundable once the relevant instruction has been processed or the charge has been committed to the applicable registrar or registry.

11. Intellectual Property Rights

Except as expressly stated in the Quotation or Statement of Work, all Intellectual Property Rights created, developed or used by the Consultancy in connection with the Services or Deliverables shall remain vested in the Consultancy or its licensors.

Subject to full payment of all relevant invoices, the Consultancy grants the Client a non-exclusive, perpetual, worldwide licence to use the final Deliverables for the purposes reasonably contemplated by the Contract. Unless expressly stated otherwise, that licence may not be transferred, sublicensed, sold or used to create products or materials for resale, except as reasonably required for the Client’s own business and through suppliers working on the Client’s behalf.

If the Quotation or Statement of Work expressly provides that ownership of specified bespoke work is to transfer to the Client, that transfer shall take effect only after all invoices relating to that work have been paid in full. No transfer shall include:

1. materials, code, designs, concepts, templates, tools, systems, processes, methods, know-how or components owned, developed or used by the Consultancy independently of the engagement;
2. generic or reusable materials, functionality or components;
3. unused concepts, drafts, proposals or development work;
4. Third-Party Materials; or
5. rights which the Consultancy is not entitled to transfer.

Where retained Consultancy material is incorporated into transferred work, the Consultancy grants the Client a non-exclusive, perpetual, worldwide, royalty-free licence to use that material only as part of, and as reasonably necessary to use, the transferred work.

The Consultancy may use its general knowledge, skills, experience, ideas, techniques, processes and reusable components in other engagements, provided that it does not disclose the Client’s confidential information.

The Client retains ownership of the Client Materials and grants the Consultancy a non-exclusive licence to copy, adapt, modify and use them to the extent necessary to provide the Services and exercise its rights under the Contract.

12. Working Files, Source Materials and Project Files

The Consultancy is required to supply only the final Deliverables expressly listed in the Quotation or Statement of Work.

Source code, repositories, editable artwork, design files, working files, raw footage, unedited photography, project files, drafts, unused concepts, research materials, production files, fonts and other source materials are not included unless expressly identified as Deliverables.

Where the Consultancy agrees to supply working or source files, it may first remove its confidential information, credentials, internal comments, proprietary tools, reusable components and any Third-Party Materials which it is not entitled to transfer. Additional preparation, collation, transfer or support may be charged separately.

The Consultancy is not obliged to retain project files after completion. Unless a different retention period is agreed in writing, the Client should request any included files promptly following completion. Retrieval from an archive, where available, may be charged separately.

13. Confidentiality

Each party shall keep confidential all confidential information disclosed by the other party and shall use that information only to perform or receive the Services and exercise its rights under the Contract.

A party may disclose confidential information to its employees, professional advisers, contractors and suppliers who need it for those purposes and who are subject to appropriate obligations of confidentiality, or where disclosure is required by law, a court or a competent regulatory authority.

The confidentiality obligations do not apply to information which the receiving party can demonstrate was lawfully known to it before disclosure, becomes public other than through breach of the Contract, is received lawfully from a third party without restriction, or is independently developed without use of the disclosed information.

14. Data Protection

Each party shall comply with applicable data-protection law in connection with the Contract.

Where the Consultancy processes personal data on behalf of the Client as a processor, the parties shall enter into or be bound by an appropriate data processing agreement containing the provisions required by applicable law. The Client shall ensure that it has a lawful basis for the processing and for all instructions it gives to the Consultancy.

The Client shall not provide the Consultancy with special-category, criminal-offence or other unusually sensitive personal data unless this is necessary for the Services and has been expressly agreed in advance.

15. Promotional Use

Unless the Client objects in writing before publication, or the Contract expressly provides otherwise, the Consultancy may identify the Client as a client and display the final Deliverables, the Client’s name and logo in the Consultancy’s portfolio, showreel, website, award submissions, case studies, press releases and social-media or other promotional materials.

The Consultancy shall not knowingly disclose the Client’s confidential information and shall observe any launch date or embargo notified and agreed in writing. Where reasonably practicable, the Consultancy shall consider a later written request to remove particular promotional material.

16. Warranties and Compliance

Each party warrants that it has authority to enter into and perform the Contract.

The Client warrants that the Client Materials and the Consultancy’s authorised use of them shall not infringe any third-party rights or breach any law. The Client shall indemnify the Consultancy against losses, damages, liabilities, claims and reasonable costs arising from a breach of that warranty, except to the extent caused by the Consultancy’s unauthorised use or modification of the Client Materials.

Unless expressly included in the scope, the Consultancy does not provide legal, regulatory, financial or tax advice and does not warrant that the Deliverables comply with any sector-specific regulation, accessibility standard, advertising code, privacy requirement or other legal obligation. The Client is responsible for obtaining appropriate professional advice and approvals.

Except as expressly stated in the Contract, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

17. Liability

Nothing in the Contract excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

Subject to the preceding paragraph, the Consultancy shall not be liable for any:

1. loss of profit, revenue, sales, business, contracts, anticipated savings, goodwill or opportunity;
2. loss or corruption of data;
3. business interruption; or
4. indirect or consequential loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if the possibility of that loss was foreseeable.

Subject to the preceding provisions of this clause, the Consultancy’s total aggregate liability arising out of or in connection with an engagement shall not exceed 100% of the total charges paid or payable for the Services giving rise to the claim during the 12 months immediately preceding the event giving rise to liability. Where an engagement has lasted for less than 12 months, the cap shall be the total charges paid or payable under that engagement.

The Consultancy shall not be liable for any failure or loss caused by inaccurate or incomplete Client Materials, the Client’s delay or default, an act or omission of the Client or its other suppliers, unauthorised changes to a Deliverable, or the failure or unavailability of a third-party service.

The Client is responsible for maintaining appropriate insurance, business-continuity procedures and independent copies of business-critical data.

18. Suspension and Termination

Either party may terminate the Contract immediately by written notice if the other party commits a material breach which cannot be remedied, or fails to remedy a remediable material breach within 14 days after receiving written notice requiring it to do so.

Either party may terminate immediately by written notice if the other party becomes insolvent, ceases or threatens to cease trading, enters administration or liquidation, proposes an arrangement with its creditors, or is subject to an equivalent event.

The Client may cancel a fixed-price project by written notice. On cancellation, the Client shall pay:

1. all charges for work performed up to the termination date;
2. the cost of time and resources reasonably committed or reserved for the project which the Consultancy cannot reasonably reallocate;
3. all non-cancellable third-party costs and commitments; and
4. any cancellation charge expressly stated in the Quotation or Statement of Work.

Marketing retainers may be terminated by either party on one full calendar month’s written notice. Hosting and maintenance Services may be terminated by either party on three months’ written notice. Any other recurring Service may be terminated on the notice period stated in the Contract or, if none is stated, one full calendar month’s written notice.

The Client must give written notice if it wishes to cancel or discontinue a recurring Service. Transferring, replacing, ceasing to use or moving a website, domain name, email account, hosting service, marketing service or other facility to another supplier shall not, by itself, constitute notice of termination.

Unless and until valid written notice is received, the Service shall continue and all charges and invoices shall remain due and payable. Termination shall take effect only upon expiry of the applicable notice period. No refund or credit shall be given for Services which the Client chooses not to use during that period.

On termination, all accrued rights and liabilities shall remain unaffected. The Client shall immediately pay all outstanding invoices and any amounts due under this clause. Provisions which by their nature are intended to continue, including those concerning payment, Intellectual Property Rights, confidentiality, liability and data protection, shall survive termination.

19. Non-Solicitation

During the Contract and for six months after its termination, the Client shall not, without the Consultancy’s prior written consent, directly solicit for employment or engagement any employee or contractor of the Consultancy who was materially involved in providing the Services.

The Client shall not knowingly instruct, engage or attempt to work directly with any employee or contractor of the Consultancy in relation to Services connected with the Contract, except through the Consultancy or with the Consultancy’s prior written consent.

This restriction does not prevent recruitment through a general advertisement which is not specifically directed at the Consultancy’s personnel.

20. Events Outside Reasonable Control

Neither party shall be liable for delay or failure caused by an event outside its reasonable control, including failure of utilities or communications networks, internet or platform outages, cyber incidents not caused by its failure to take reasonable care, industrial disputes, serious illness, epidemic, pandemic, acts of government, fire, flood, extreme weather, natural disaster, civil disturbance or failure of a supplier.

The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to reduce the effect of the event. If the event continues for more than 60 days, either party may terminate the affected Services by written notice. Charges for Services already provided and non-cancellable commitments shall remain payable.

21. Notices

A notice under the Contract must be in writing and sent by email to the usual business email address of the recipient or any alternative address notified for contractual notices, or by prepaid first-class post to its registered office or principal place of business.

An email shall be deemed received on the next business day after transmission, provided that the sender does not receive an automated failure notice. A notice sent by first-class post shall be deemed received two business days after posting.

22. General

The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes previous proposals, discussions, correspondence and understandings concerning that subject matter. Neither party relies on any statement not set out in the Contract, but nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

A variation to the Contract is effective only if agreed in writing by authorised representatives of both parties, except that additional work may be instructed and accepted in accordance with clause 6.

The Consultancy may assign or transfer the Contract to a successor to its business or to a company under common control. The Client may not assign, transfer or subcontract its rights or obligations without the Consultancy’s prior written consent, such consent not to be unreasonably withheld.

If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deleted. The remaining provisions shall continue in effect.

A delay or failure to exercise a right shall not waive that right. Rights and remedies under the Contract are cumulative.

Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties.

No person other than the parties shall have any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

23. Complaints

Complaints may be submitted through the contact form on the Consultancy’s website at https://www.ashby.co.uk. The Consultancy will aim to provide an initial response within three business days.

If the Client is dissatisfied with the response, it may write to the Managing Director, Ashby Ltd, Blackwater Barn, Smallands Hall Farm, Spring Lane, Hatfield Peverel, England, CM3 2JW. The Consultancy will aim to provide a written response within three business days of receiving the letter.

24. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

Schedule 1: Creative, Branding and Print Services

The Client shall provide one consolidated set of feedback at each review stage. Unless the Quotation states otherwise, revisions beyond the number of rounds included in the scope, conflicting feedback, a change of brief or the reinstatement of a rejected concept shall be charged as additional work.

Concepts, drafts and options not selected by the Client remain the property of the Consultancy and may not be used, copied or supplied to another person.

Colours may vary between screens, devices, printers, paper stocks, inks, production methods and batches. The Consultancy does not warrant an exact colour match unless a specific colour-matching process is expressly included.

The Client must approve final proofs before production. The Client shall be responsible for the cost of correcting or reproducing work containing an error which appeared in an approved proof, except where the Consultancy introduced the error after approval.

Printing and physical production are subject to normal manufacturing tolerances, including reasonable variation in colour, finish, dimensions, positioning, quantity and materials. Delivery dates supplied by printers and manufacturers are estimates unless expressly guaranteed by the relevant supplier.

The Client is responsible for checking that names, logos, slogans and other brand elements are legally available and suitable for registration. Trade mark searches, registrations and legal clearance are not included unless expressly stated.

Schedule 2: Website and Software Services

The Client is responsible for providing complete and accurate content unless content creation is expressly included. Delays in supplying content may affect the project timetable and launch date.

The Consultancy shall use reasonable endeavours to ensure that bespoke website or software functionality materially conforms to the agreed specification at launch. The Client must test the Deliverable and report any reproducible defect in writing within three months after launch.

During that three-month period, the Consultancy shall use reasonable endeavours to correct, without additional charge, a reproducible defect which causes the Deliverable to fail materially to conform to the agreed specification. This obligation does not apply to:

1. new functionality, enhancements, content changes or a change of requirements;
2. errors in Client Materials or content approved by the Client;
3. problems caused by the Client, another supplier or an unauthorised alteration;
4. failure to follow instructions or maintain supported software and systems;
5. changes to browsers, operating systems, devices, APIs, platforms or Third-Party Materials after launch;
6. malware, cyberattack, credential compromise or infrastructure failure not caused by the Consultancy’s failure to take reasonable care; or
7. matters covered by an ongoing maintenance agreement.

The Client’s approval to launch, publication of the Deliverable, or the Client’s productive use of it shall constitute acceptance, subject to the three-month defect-reporting provision above.

Unless expressly included, the Consultancy does not guarantee compatibility with obsolete or unsupported browsers, devices, operating systems or software.

The Client is responsible for complying with laws applicable to its website or software, including the accuracy of its legal notices, privacy information, cookie choices, accessibility requirements, consumer information and sector-specific obligations, unless the Contract expressly assigns a particular item to the Consultancy.

Schedule 3: Hosting, Domain Names, Email, Security and Backups

Hosting, domain registration, email and related Services depend on third-party infrastructure and are not guaranteed to be uninterrupted or error-free. Planned maintenance, emergency maintenance, network failure, cyber incidents and supplier outages may affect availability.

Domain names. The Client is responsible for monitoring and renewing its domain names. Where the Consultancy administers a domain name on the Client’s behalf, the Client remains responsible for keeping its contact details current, responding to renewal notices and paying all applicable renewal charges by the required date.

The Consultancy does not guarantee that an expired domain name can be renewed or recovered. Subject to the limitations set out in these Terms, the Consultancy shall not be liable for any interruption, loss, cost or damage arising from the expiry, suspension or loss of a domain name where the Client has failed to provide instructions, supply accurate information or pay the applicable charges when due.

Domain names are also subject to the rules and terms of the applicable registry and registrar. Registration or renewal does not guarantee that a domain name is free from third-party rights or suitable for the Client’s intended use.

Domain names ending in .uk, .wales and .cymru are administered by Nominet and are also subject to Nominet’s terms and conditions, available at http://www.nominet.org.uk/go/terms.

Website data and backups. Unless a specific backup or disaster-recovery service is expressly included in the Quotation or Statement of Work, the Client is responsible for maintaining its own current and independent copies of all website content, databases, files, emails and other business data.

The Consultancy may perform periodic backups as part of certain hosting or maintenance Services. Such backups are a reasonable operational precaution only and do not constitute a guaranteed backup, archiving or disaster-recovery service. The Consultancy does not guarantee the frequency, completeness, retention period or successful restoration of any backup unless those matters have been expressly agreed in writing.

Additional backup frequency, retention, monitoring, restoration and disaster-recovery Services may be agreed and charged separately.

Passwords and account security. The Client is responsible for maintaining the confidentiality and security of all usernames, passwords, authentication codes, recovery details and other credentials relating to its websites, systems and third-party accounts.

The Client shall use suitably secure and unique passwords, enable multi-factor authentication where available, restrict access to authorised persons and notify the Consultancy promptly if any credential is lost, disclosed or suspected of being compromised.

The Consultancy shall take reasonable care of credentials supplied to it. Subject to the limitations in these Terms, the Consultancy shall not be liable for loss or damage arising from the Client’s failure to secure its credentials or from access obtained through credentials held or controlled by the Client.

Email. Unless expressly stated otherwise, email hosting is not an archive or backup service. Messages placed in trash, deleted or spam folders may be automatically deleted in accordance with the applicable platform’s settings and retention policies. The Client is responsible for retaining copies of important correspondence and data.

On termination of hosting, email or related Services, the Client is responsible for arranging migration and providing all required instructions in sufficient time. Migration assistance is not included unless expressly stated and may be charged separately.

Schedule 4: Marketing, Advertising and Retained Services

The Consultancy shall use reasonable skill and care in providing marketing, advertising, social-media, search, email and consultancy Services, but does not guarantee any particular level of sales, enquiries, leads, conversions, revenue, profit, reach, engagement, followers, search ranking, cost per acquisition or return on investment.

Results may be affected by matters outside the Consultancy’s control, including the Client’s offer, pricing, reputation, sales process and response times; market conditions; competitors; seasonality; budgets; platform policies; algorithms; attribution methods; and the quality or availability of Client Materials and data.

The Client is responsible for approving campaign content, audiences, budgets and material claims. The Client warrants that its products, services, promotions and claims comply with applicable law and advertising rules.

Advertising spend and platform charges are separate from the Consultancy’s fees unless expressly included. The Client shall provide funds or a valid payment method when required. The Consultancy is not responsible for suspension, rejection, restriction or closure of an advertising, social-media, search or other platform account by a third party.

The Client remains responsible for accounts opened in its name and for cancelling third-party subscriptions contracted directly by it. The end of the Consultancy’s Services does not automatically terminate those third-party accounts or charges.

Schedule 5: Video and Photography Services

The Client shall obtain all permissions reasonably required for filming or photography at premises or locations under its control, unless the Contract expressly assigns that responsibility to the Consultancy.

The Client shall identify in advance any person, property, product, confidential information or location which must not be recorded or published. Responsibility for obtaining contributor, performer, location, music or other releases shall be allocated in the Quotation or Statement of Work.

Filming and photography may be affected by weather, illness, access restrictions, travel disruption, equipment failure, safety considerations and events outside reasonable control. The Consultancy may reschedule where it reasonably considers this necessary or unsafe.

If the Client cancels or postpones a booked production date, it shall pay for work already undertaken, non-refundable expenses, third-party commitments and reserved production time which cannot reasonably be reallocated. Any specific cancellation charges stated in the Quotation shall also apply.

Unless expressly included, the Deliverables comprise only the edited final material identified in the Quotation. Raw footage, unedited photographs, audio recordings, project files and unused material are excluded.

The Consultancy may delete raw and project materials after delivery and is not obliged to retain them for future use. Any agreed long-term storage or archive service shall be charged separately.