Terms of Service
THREE7MARKETING LTD (Company Number 16738789)
Last Updated: October 25, 2025
These Terms of Service ("Terms") govern the contractual relationship between THREE7MARKETING LTD ("Agency," "we," "us," or "our") and our clients ("Client" or "you") for the provision of digital marketing consultancy and related services ("Services").
By accepting a Proposal, Statement of Work (SOW), or making payment for Services, you agree to be bound by these Terms.
1. Services and Scope of Work
1.1 Scope
The specific details, duration, deliverables, and fees for the Services will be defined in a separate Proposal or Statement of Work (SOW), which, once accepted, forms an integral part of this Agreement. In the event of any conflict between these Terms and the SOW, the SOW will prevail concerning the specific project details.
1.2 Amendments
Any material changes to the agreed-upon Scope of Work must be requested in writing by the Client and will be subject to the Agency's review and approval. Approved changes may result in a revision of the fees and timelines.
1.3 Client Obligations
The Client agrees to provide timely and accurate information, data, login access, materials (including text, images, and branding assets), and approvals reasonably requested by the Agency to complete the Services. Delays in providing materials or feedback may impact the project timeline.
2. Fees, Invoicing, and Payment
2.1 Fees
The fees for the Services will be detailed in the Proposal or SOW. Fees are exclusive of Value Added Tax (VAT), which will be charged at the prevailing UK rate where applicable.
2.2 Payment Terms
Unless otherwise specified in the SOW:
- Retainer/Project Work: An initial upfront payment or deposit (typically 30-50% of the total fee) may be required to commence work. Subsequent payments will be invoiced monthly or upon the achievement of specified milestones.
- Payment Due Date: All invoices are payable within 30 days of the invoice date unless otherwise stated.
2.3 Late Payment
The Agency reserves the right to charge statutory interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, calculated at 8% plus the Bank of England base rate. The Agency may also suspend work on current projects until all outstanding amounts are settled.
2.4 Expenses
The Client is responsible for reimbursing the Agency for any agreed-upon project-related expenses, such as paid advertising spend, stock photography licenses, software subscriptions, or travel costs, provided they are pre-approved by the Client in writing.
3. Term and Termination
3.1 Term
This Agreement commences on the date of acceptance of the SOW or the first payment and continues until the Services outlined in the SOW are completed, or until terminated earlier in accordance with this Section.
3.2 Termination for Convenience (Monthly Retainers)
For monthly retainer agreements, either party may terminate the Services by providing a minimum of 30 days' written notice to the other party. The Client will be billed for all work completed and expenses incurred up to the date of termination.
3.3 Termination for Cause
Either party may terminate this Agreement immediately by written notice if the other party:
- Commits a material breach of these Terms and fails to remedy that breach within 14 days of being notified in writing.
- Becomes insolvent or subject to insolvency proceedings.
4. Intellectual Property (IP)
4.1 Client IP
The Client retains all ownership rights, title, and interest in and to any data, materials, intellectual property, or confidential information provided to the Agency for use in the Services ("Client Materials").
4.2 Agency IP & Assignment
Upon full and final payment for the Services, the Agency assigns all Intellectual Property Rights in the final Deliverables (e.g., specific graphics, reports, or copy created specifically for the Client) to the Client.
The Agency retains all Intellectual Property Rights in its pre-existing materials, methodologies, tools, proprietary software, internal processes, code libraries, and know-how ("Agency Tools") used to provide the Services. The Client is granted a non-exclusive, non-transferable licence to use the Agency Tools solely for the purpose of receiving the benefits of the Services.
5. Confidentiality
Both parties agree to treat all information designated as confidential or which ought reasonably to be considered confidential, including, but not limited to, business plans, financial data, and unreleased strategies, as confidential. Neither party shall disclose such confidential information to any third party, except as required by law or with the prior written consent of the other party.
6. Warranties and Limitation of Liability
6.1 Agency Warranties
The Agency warrants that the Services will be performed with reasonable care and skill and in a professional manner in accordance with generally accepted industry standards.
6.2 No Guarantees
The Client acknowledges that digital marketing results (including but not limited to search engine rankings, sales, or lead volumes) cannot be guaranteed. The Agency provides expertise, strategy, and execution efforts but makes no warranties or guarantees regarding the specific commercial outcome, performance, or profitability of the Services.
6.3 Limitation of Liability
Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
Subject to the foregoing, the Agency's total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall not exceed the total fees paid by the Client to the Agency for the Services in the six (6) months immediately preceding the event giving rise to the claim.
The Agency shall not be liable for any indirect or consequential loss or damage, including loss of profit, loss of revenue, loss of goodwill, or loss of business opportunity.
7. General Provisions
7.1 Force Majeure
Neither party will be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure is caused by an event beyond its reasonable control (e.g., acts of God, war, labour disputes, power failures, or government action).
7.2 Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.
7.3 Entire Agreement
These Terms, together with the accepted SOW or Proposal, constitute the entire agreement between the parties and supersede all previous agreements, warranties, representations, or understandings between them relating to the Services.
7.4 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.