General Terms of Business

The contract

A contract is formed when a proposal or order is accepted, a deposit is paid, work is authorised in writing or services begin at the client’s request. The contract consists of the proposal, these terms, applicable service terms and agreed written changes.

Scope and changes

The agreed scope describes the included work, assumptions, deliverables and exclusions. Requests outside scope may require a revised fee, timetable or separate quotation. Changes are not binding until confirmed in writing.

Fees and payment

Fees, deposits, milestones, recurring charges and payment dates are set out in the proposal or invoice. Unless otherwise agreed, invoices are payable by the stated due date. Work, access, licences or launch may be paused when payments are overdue. Reasonable recovery costs and statutory interest may be pursued where permitted.

Client responsibilities

• Provide accurate information, content, approvals, access and decisions on time.
• Ensure supplied materials can lawfully be used and do not infringe third-party rights.
• Maintain secure control of accounts and credentials after handover.
• Review deliverables and report errors or requested changes within the agreed review period.
• Obtain any sector-specific legal, regulatory, tax or professional advice required for the client’s business.

Timings and dependencies

Delivery dates are estimates unless expressly guaranteed in writing. Delays caused by missing content, approvals, access, third parties, platform reviews or events outside reasonable control may move the timetable.

Intellectual property

Pre-existing tools, frameworks, methods and reusable components remain the property of their existing owner. Unless otherwise agreed, bespoke final deliverables created for the client are assigned or licensed after full payment. Third-party software, fonts, stock assets, plugins and platforms remain subject to their own licences.

Confidentiality and data

Each party should protect confidential information and use it only for the contract. Where personal data is processed on behalf of a client, the Data Processing Terms apply unless another written data-processing agreement is used.

Liability

Nothing excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited. Subject to that, liability should be proportionate to the relevant contract value and does not normally include indirect, consequential or speculative loss. Clients remain responsible for backups, business decisions, legal compliance and use of deliverables after handover unless those responsibilities are expressly included.

Ending the contract

Either party may terminate for a serious unremedied breach. The client may also cancel subject to the proposal and the Cancellations and Refunds Policy. Fees for completed work, committed time and non-refundable third-party costs remain payable.

Law and contact

The contract is governed by the law of England and Wales. The parties should first try to resolve disputes through good-faith discussion before court proceedings.

Questions about this document can be sent to contact@performance-marketing.uk.