Spring Marketing Communications Limited Terms & Conditions

Document Version 5 - updated 18th May 2026.

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This document outlines the terms and conditions governing the relationship between Spring Marketing Communications Limited ("the Agency") whose company number is 04605098 and

[Client Name] ("the Client") for the provision of marketing, design, loyalty programme strategy and other related services.

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These terms are in addition to the terms agreed within the Services Agreement between the Agency and the Client.

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By engaging the Agency to perform services or starting any work, the Client agrees to abide by the terms outlined in this Agreement.

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Definitions

“Services” means the services provided by Spring as set out in the Agreement or any Scope of Services.

“Work Product” means all deliverables, reports, analyses, insights, scripts, code, methodologies, frameworks, models, tools, templates, dashboards, creative assets, and other materials created or developed by Spring.

“Client Data” means all data, materials, and information provided by or on behalf of the Client.

 

1. Client shall provide timely access to personnel, data, systems, and information reasonably required for Spring to perform the Services and warrants that it has the right to provide such data. The Client acknowledges its failure to provide such access may affect the timeline delivery of Services by Spring.

2. Client is responsible for tracking, logging, and monitoring its requests, usage of Services, and any instructions or work provided to Spring. Spring shall have no obligation to communicate Client’s usage, scope adherence, or service consumption.

3. Client acknowledges that Spring provides the Services on a fair use basis and that workloads may fluctuate. Client agrees to use Spring’s time reasonably and not to make excessive or unreasonable demands. Spring will use commercially reasonable efforts to respond to Client enquiries within a reasonable time period.

4. Client represents and warrants that all materials, content, data, images, videos, artwork, copy, trademarks, and other assets supplied to Spring (“Client Materials”) are owned by Client or properly licensed, that Client has full authority to authorise their use, and that such use will not infringe or misappropriate any intellectual property, privacy, publicity, or other rights of any third party. Client further represents and warrants that Client Materials are not unlawful, defamatory, obscene, explicit, hateful, misleading, or otherwise objectionable, and do not contain politically motivated, extremist, or discriminatory content, and comply with all applicable laws and regulations. Client shall indemnify and hold Spring harmless from any claims arising out of or related to Client Materials or Client’s breach of this Section.

5. Client is solely responsible for reviewing, proofing, and approving all work, deliverables, copy, designs, data, and submissions before publication, distribution, or use. Spring shall not be responsible or liable for any errors, omissions, inaccuracies, or defects in the work, including but not limited to those arising from information, data, or materials supplied by Client or Client’s third-party suppliers. Any submission, statement, or material that is deemed to be legal, regulatory, or compliance-related is not underwritten, guaranteed, or verified by Spring, and Client remains fully responsible for ensuring legal and regulatory compliance.

6. All creative design work and copy content created for projects within the Scope of Services includes up to three (3) rounds of amendments for Client review and approval. Any additional revisions, proofs, copy changes, content edits, changes in direction, or reworks beyond the three (3) included rounds shall be deemed out of scope and subject to additional charges at Spring’s then-current rates.

7. Where Spring arranges or supplies third-party services on the Client’s behalf (including where no charge is passed on), such services are provided without any obligation to continue after termination or expiry of the Agreement and may be withdrawn at any time.

8. The Client retains ownership of all Client Data.

9. The Client grants Spring a worldwide, perpetual, irrevocable, royalty-free licence to use, process, analyse, and derive insights from Client Data for:
   (a) performing the Services; and
   (b) developing and improving Spring’s services, methodologies, and business operations.

10. All Work Product shall remain the sole and exclusive property of Spring. Notwithstanding, the Client shall own copyright in final approved creative deliverables produced specifically for the Client and Spring retains ownership of all underlying materials, including working files, drafts, scripts, insights, methodologies, frameworks, processes and tools used to create such deliverables.

11. Subject to full payment of all fees, the Client is granted a non-exclusive, non-transferable, non-sublicensable licence to use final deliverables for its internal business purposes only.

12. The Client shall not:

• resell or sublicense the Work Product

• provide it to third parties (except advisors)

• reverse engineer or extract methodologies

• create derivative works or competing services

13. Spring shall have a perpetual, irrevocable right to reuse, adapt, modify, and commercialise insights, learnings, benchmarks, techniques, data models and scripts

and tools derived from the Services, including those based on Client Data (provided no Confidential Information is disclosed).

14. Spring may use non-confidential deliverables, outputs, and results for marketing, portfolio, and promotional purposes.

15. Each Party shall keep the other Party’s confidential information secure and use it only for the purposes of the Agreement.

16. Each Party shall comply with applicable data protection laws, including UK GDPR where applicable.

17. Spring does not warrant or guarantee any specific results, outcomes, or performance, including but not limited to sales, revenue, engagement, or return on investment. All strategies, recommendations, insights, and advice are provided on an advisory basis only.

18. The Client remains solely responsible for:

• all decisions

• implementation

• legal compliance

• outcomes

19. Spring shall not be responsible or liable for:

• third-party platforms

• software

• tools

• suppliers

• media channels

including their performance, availability, compliance, or results.

20. These Terms are governed by the laws of England and Wales.

21. These Terms, together with the Agreement and Scope of Services, constitute the entire agreement between the Parties.