Terms & Conditions

1. Parties

This Agreement is entered into between:

Service Provider:
Roderick Alan
(“the Provider”, “I”, “me”, or “my”)

and

Client:
The business entity purchasing services
(“the Client”, “you”, or “your”)

Together referred to as “the Parties”.

2. Scope of Services

The Provider supplies professional creative and marketing services, including but not limited to:

  • Photography

  • Website Design & Development

  • Branding & Visual Identity

  • Marketing & Advertising Management (including Google Ads and Meta Ads)

Specific deliverables, timelines, service periods, and fees shall be agreed in writing (including via proposal, email, invoice, or messaging platform).

3. Business-to-Business Relationship

The Client confirms they are entering into this Agreement wholly in the course of business.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.

This Agreement is governed by UK business-to-business contract law.

4. Fees, Payment & Ad Spend

4.1 Fees

  • Fees are agreed in advance and payable as stated on the invoice.

  • Payment in advance constitutes acceptance of this Agreement.

  • All fees are exclusive of VAT unless stated otherwise.

4.2 Advertising Spend (Critical)

All third-party advertising spend (including Google Ads, Meta Ads, Facebook, Instagram, or other platforms) is:

  • Paid directly by the Client

  • Billed separately by the advertising platform

  • Not included in the Provider’s fees

The Provider does not advance, refund, guarantee, or underwrite ad spend.

4.3 Late Payment

Late or failed payment may result in immediate suspension of services without liability to the Provider.

5. No Refunds Policy

5.1 General Position

All payments are non-refundable, except where a refund is strictly required by UK law.

No refunds are offered for:

  • Change of mind

  • Dissatisfaction with creative style or strategy

  • Advertising or commercial performance

  • Paused campaigns or optimisation periods

  • Partial use or non-use of services

5.2 Services Commenced

Once work has commenced, no refunds are permitted.
This includes (without limitation):

  • Strategy and planning

  • Research and analysis

  • Creative development

  • Technical setup

  • Advertising account configuration

5.3 Statutory Rights

Nothing in this Agreement limits rights under:

  • Supply of Goods and Services Act 1982

  • Misrepresentation Act 1967

Any remedy is limited strictly to the minimum required by law.

6. Professional Judgement & Authority

The Client engages the Provider for professional judgement, not guaranteed outcomes.

Strategic decisions — including campaign structure, creative direction, testing methodology, optimisation, sequencing, pausing, and budget allocation — are made at the Provider’s discretion unless explicitly agreed otherwise in writing.

Disagreement with strategy does not constitute non-performance.

7. Advertising, Performance & No Guarantees

The Provider will use reasonable skill, care, and industry best practice when delivering advertising and marketing services.

However, the Client acknowledges that:

  • No specific results are guaranteed (including sales, leads, conversions, or revenue)

  • Performance depends on factors outside the Provider’s control, including:

    • Market conditions

    • Competition

    • Pricing

    • Brand awareness

    • Website conversion performance

    • Platform algorithms and policy changes

Lack of results does not constitute breach of contract.

8. Campaign Pauses & Strategic Review

Campaigns may be paused where required for:

  • Data analysis

  • Creative refinement

  • Strategic restructuring

  • Platform, compliance, or technical issues

Paused campaigns do not constitute inactivity, delay, or failure.

Time continues to be allocated to strategy, optimisation, and planning during pause periods.
Paused time may be reallocated within the agreed service period.

9. No Guarantee of Continuous Visible Activity

Services may include periods of visible output and periods of internal work.

There is no obligation to maintain continuous live advertising, publishing, or visible activity.

Lack of visible output does not indicate inactivity or breach.

10. Emotional Dissatisfaction & Subjective Perception

Emotional dissatisfaction, disappointment, anxiety, urgency, frustration, or stress experienced by the Client does not constitute:

  • Breach of contract

  • Failure to deliver services

  • Grounds for refund, reduction, or extension

The Provider delivers professional services, not emotional reassurance or commercial certainty.

11. Communication Boundaries

Unless otherwise agreed in writing:

  • Updates are provided periodically

  • Immediate responses are not guaranteed

  • Excessive or repetitive requests for reassurance or justification may be declined

Communication volume does not alter scope, timelines, or obligations.

12. Client Responsibilities

The Client agrees to:

  • Provide timely access to all required platforms (including Google Ads, Meta Business Suite, Facebook Business Manager, hosting, analytics, etc.)

  • Supply accurate business information, branding assets, and creative materials

  • Approve copy, creatives, budgets, and strategy decisions in a timely manner

  • Ensure compliance with all applicable advertising policies, platform terms, and relevant laws

Delays or failures by the Client do not entitle refunds or extensions.

13. Platform Compliance & Indemnity

The Client acknowledges that all advertisements are subject to third-party platform rules.

The Provider is not responsible for:

  • Ad rejections

  • Account suspensions

  • Policy enforcement actions

The Client agrees to indemnify and hold harmless the Provider against any claims, damages, losses, or liabilities arising from:

  • The content of advertisements

  • Breach of platform policies

  • Intellectual property claims

  • Regulatory or legal complaints

14. Photography Services

  • Copyright remains with the Provider unless otherwise agreed in writing.

  • The Client is granted a non-exclusive licence for business use.

  • RAW files are not supplied unless agreed in advance.

  • Creative style is subjective and not grounds for dispute or refund.

15. Website Design & Technical Services

  • The Provider is not responsible for third-party hosting, plugins, platforms, or updates.

  • Ongoing compatibility with future updates is not guaranteed without a maintenance agreement.

  • Final approval constitutes acceptance.

16. Branding & Creative Work

  • Creative decisions are subjective.

  • Revisions are limited to those agreed in writing.

  • Additional revisions may incur additional fees.

17. Term & Termination

Where a minimum service term applies, this will be stated in writing.

Outside of any minimum term:

  • Either party may terminate with written notice

  • Termination does not entitle the Client to a refund

  • Unpaid invoices remain due

Early termination reflects a change of preference, not service failure.

18. Conduct & Right to Terminate

The Provider reserves the right to suspend or terminate services where client conduct becomes:

  • Hostile

  • Repeatedly accusatory

  • Disproportionately emotional

  • Detrimental to professional working conditions

Such termination does not entitle the Client to any refund or compensation.

19. Limitation of Liability

To the maximum extent permitted by law:

  • Total liability is limited to the fees paid for the specific service giving rise to the claim

  • The Provider is not liable for:

    • Loss of profit

    • Loss of business

    • Indirect or consequential loss

This clause is subject to the Unfair Contract Terms Act 1977.

20. Confidentiality

Both parties agree to keep confidential all non-public business information, campaign data, and strategies unless required by law.

21. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, including illness, platform outages, or acts of God.

22. Governing Law

This Agreement is governed by the laws of England and Wales.
English courts have exclusive jurisdiction.

23. Entire Agreement & Acceptance

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions.

Payment of an invoice or written confirmation constitutes acceptance.