Spring Marketing Communications Limited Terms & Conditions
Document Version 4 - updated 6th Jan 2025.
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.
These terms are in addition to the terms agreed within the Services Agreement between the Agency and the Client.
By engaging the Agency to perform services or starting any work, the Client agrees to abide by the terms outlined in this Agreement.
1. Interpretations and Definitions
1.1 "Agreement" means these Terms and Conditions, any Services Agreement, or other document agreed upon between the Parties.
1.2 "Agency" refers to the company or party providing services as defined in this Agreement.
1.3 "Client" refers to the individual or company engaging the Agency to perform services as defined in this Agreement.
1.4 "Services" refers to the marketing, design, and other services provided by the Agency as specified in the Agreement.
1.5 "Project" refers to any specific work or task performed by the Agency, which could be part of the Services Agreement or outside of it, as agreed upon.
1.6 "Deliverables" refers to the final output or result produced as part of the Services, including designs, marketing materials, or digital assets.
1.7 "Confidential Information" refers to all non-public information disclosed between the Agency and the Client, including, but not limited to, strategies, case studies, marketing plans, business operations, financials, and any other proprietary data.
2. Agency Responsibilities
2.1 The Agency will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services. The Client acknowledges and agrees that it may be necessary for the Agency to replace the personnel with alternative personnel with similar levels of seniority and experience.
3. Fees
3.1 The Client agrees to pay the fees in accordance with the terms of payment set out in this Agreement.
3.2 All sums payable by either Party pursuant to the Agreement are exclusive of any value-added tax (VAT) or other taxes (except corporation tax) or taxes on profit, for which the Party shall be additionally liable.
3.3 All payments required to be made by the Client shall be made in pounds sterling without any set-off, withholding, or deduction except such amount (if any) of tax as the Client is required to deduct or withhold by law.
3.4 The cost of delays attributable to the Client, including but not limited to, failing to carry out agreed actions, not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein, will be charged at our standard fee rates applicable at the time of the delay.
3.5 The time of payment shall be of the essence. If the Client fails to make any payment on the due date, then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the services and charge the Client a penalty cost as well as interest on a daily basis at an annual rate equal to the aggregate of 8% above the base rate of the Bank of England from time to time on any sum due and not paid on the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated cumulatively daily and shall run from day to day and accrue after as well as before any judgement.
4. Copyright Ownership of Work
4.1 The copyright of all completed deliverables of design work, images, graphics, layouts, digital material, and other creative projects produced by the Agency remains the exclusive property of the Agency until full payment of the corresponding invoice is received. Upon receipt of full payment, the Client will acquire ownership of the finished design or image; however, the Client will not have ownership of the underlying elements used to create such work, including but not limited to source files, scripts, code, design processes, or any other proprietary components. These elements will remain the exclusive property of the Agency unless otherwise agreed to in writing.
4.2 The Agency retains the unreserved right to use any materials produced as part of the services, whether design, digital, strategic marketing, or case studies, for its own promotional purposes and to include The Client’s company name and logo as part of The Agency’s portfolio. This includes using such materials on the Agency's website, social media platforms, brochures, presentations, and other communication or marketing platforms deemed appropriate by the Agency.
5. Confidentiality
5.1 The Client agrees not to disclose any strategy, case studies, or other materials provided by the Agency which are for the sole use of performing the services.
5.2 The Agency agrees not to disclose or divulge any confidential material supplied by the Client without prior written consent, except when required by law.
6. Client’s Responsibilities
6.1 The Client agrees, where applicable, to:
6.1.1 Provide the Agency with any information, advice, and assistance relating to the services as may be reasonably required within sufficient time to enable the Agency to perform the services;
6.1.2 Provide the Agency with suitable and sufficient material and images to enable the Agency to perform the services;
6.1.3 Ensure that any staff are trained in the proper use and operation of any systems required by the Agency;
6.1.4 Keep secure from third parties any passwords and/or access codes issued by the Agency to the Client in connection with the services;
6.1.5 Nominate a suitably qualified individual to act as the Client’s representative to liaise with the Agency regarding the services;
6.1.6 Obtain and maintain all necessary licenses, permissions, and consents in connection with the services.
6.2 If the Client fails to meet any of the provisions of this clause, without limiting the Agency’s other rights or remedies, the Agency shall:
6.2.1 Have the right to suspend performance of the services until the Client remedies the default;
6.2.2 Not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Agency’s failure or delay in performing any of its obligations as a result; and
6.2.3 Be entitled to claim for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Client’s default.
7. Assignment and Sub-Contracting
7.1 The Client shall not be entitled to assign the benefits under the Agreement.
7.2 The Agency may sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the Client. Where the Agency is sub-contracting the performance of any of its obligations under the Agreement to any person with the prior consent of the Client, the Agency shall be responsible for every act or omission of the subcontractor as if it were an act or omission of the Agency.
8. Disclaimer of Responsibility
8.1 By engaging with our services, you acknowledge and agree that the agency shall not be held responsible for any advice, suggestions, or recommendations provided regarding marketing strategies. This includes, but is not limited to, discounts, benefits, or any other promotional offers as part of marketing or rewards programs.
8.2 The agency’s role is limited to providing guidance and services as outlined in the agreement. Any decisions made by you (the client) regarding the implementation of marketing strategies, including offering discounts, rewards, or benefits, are solely at your discretion and risk. The agency will not be held liable for any outcomes, whether positive or negative, resulting from such decisions.
8.3 You, the client, are solely responsible for evaluating the advice and suggestions provided by the agency and deciding whether to implement them. The agency does not guarantee the success or effectiveness of any marketing strategy, discount, benefit, or promotional offer proposed.
8.4 The agency does not provide any warranty or guarantee concerning the performance of any marketing strategies, including discounts and benefits, suggested as part of marketing or rewards offers. Any results or outcomes, including but not limited to increased sales, customer engagement, or brand recognition, are subject to factors beyond the agency's control.
8.5 If the agency offers advice regarding third-party products or services, including discounts or rewards associated with such offerings, this is purely for informational purposes. The agency does not endorse and assumes no responsibility for the performance or quality of these third-party products or services.
8.6 The agency will not be held liable for any legal or financial consequences, including claims, losses, or damages, arising from the implementation or failure of any marketing strategies, discounts, or benefits provided.
8.7 The Agency shall not be liable for any delay or failure to perform their obligations where such delay or failure to perform arises from circumstances outside The Agency’s reasonable control.
9. Termination of Marketing Services
9.1 Either Party has the right to terminate the services forthwith under the following circumstances:
9.1.1 When any services agreement has ended, whose terms are clearly stated in the services agreement, or when a project is completed and payment for the work has been made, by giving written notice within the agreed notice terms.
9.1.2 If either Party commits a material breach of this Agreement, unless such breach is capable of remedy. In such case, the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 working days after a written notice to do so.
9.1.3 If either Party goes into bankruptcy or liquidation, whether voluntary or compulsory (except for the purposes of bona fide corporate reconstruction or amalgamation), or if a receiver is appointed in respect of the whole or any part of its assets.
9.1.4 In the event of termination for default committed by the Client, all payments required under this contract shall become due and immediately payable.
9.1.5 With the exception of payment obligations, any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation, or expiration of this Agreement shall survive termination under this Clause.
10. General Provisions
10.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Agency operates.
10.2 Any dispute that arises under this Agreement shall be subject to the exclusive jurisdiction of the courts in the jurisdiction in which the Agency operates.
11. Acceptance of Terms
11.1 Any work that is started by the Agency, whether under a formal Services Agreement or an ad hoc project, shall be deemed as acceptance of these Terms and Conditions by the Client.
11.2 The agency reserves the right to modify these terms and conditions at any time, with or without notice. Any changes will become effective immediately upon posting. Clients are encouraged to review these terms regularly to stay informed of any updates.
11.3 These Terms and Conditions and any questions, disputes or other matters relating to them shall be governed by and determined in accordance with the laws of England.