Last Reviewed: 1st January 2025
These Terms and Conditions ("Terms") govern the use of services provided by SDM (WE ARE SDM LTD) ("Agency") to its clients ("Client" or "Clients").
By engaging with our Agency's services and agreeing for us to carry out work, either verbally or written. Clients agree to be bound by these Terms.
It is important that Clients read and understand these Terms before engaging our services.
1. Services Provided:
The Agency provides digital marketing services including but not limited to search engine optimization (SEO), social media marketing, pay-per-click (PPC) advertising, content marketing, email marketing, and website design and development.
The specific services to be provided to the Client will be outlined in a separate agreement or proposal, which will include details regarding deliverables, timelines, and pricing.
2. Client Obligations:
The Client agrees to provide all necessary access, information, and materials required for the provision of services by the Agency in a timely manner.
The Client is responsible for ensuring the accuracy and legality of any content provided to the Agency for use in marketing campaigns.
3. Payment Terms:
The Client agrees to pay the Agency the fees outlined in the agreement or proposal within the required timeframe which is 3 working days, unless otherwise mutually agreed between both parties.
Payment terms are outlined in the invoice. In the event of late payment, interest will be charged at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Fixed late fees may also apply.
4. Intellectual Property:
All intellectual property rights related to materials created by the Agency while providing services shall remain the property of the Agency unless otherwise agreed upon in writing.
The Client grants the Agency a non-exclusive license to use any Client-provided materials for the purpose of providing services.
5. Confidentiality:
Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement.
This includes but is not limited to business strategies, financial information, and customer data.
6. Termination:
Either Party may terminate the engagement by providing written notice to the Agency, this must be done within seven days of work being started. After this period, terminations will be accepted however no refund will be applicable due to the work having been already started and carried out unless the total amount of the contract exceeds £10,000.00 to which a resolution will be solved amicably bringing into account the amount of work done, the working hours spent and/or the length of the contract.
In the event of termination, the Client agrees to pay for any services rendered up to the termination date as outlined in the agreement or proposal. All cancellations will incur a £99 off-boarding fee. Failure to do so will result in the contract or work to be continued.
7. Limitation of Liability:
The Agency shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the provision of services.
The maximum liability of the Agency to the Client shall not exceed the total fees paid by the Client to the Agency under the agreement.
8. Governing Law and Dispute Resolution:
These Terms shall be governed by and construed in accordance with the laws of the United Kingdom.
Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiations between the Parties.
9. Support & Consulting
All clients who purchase web design services from us are entitled to one year of free web support. This support includes consulting, changes to your site and ongoing web related support. The changes available to you are classed as minor changes. Minor changes include: text edits, graphic edits such as photos, videos, etc and layout.
Minor changes do not include changes to the development of your website nor do they include major changes such as restructuring, rendering or code editing. These are classed as major changes and are charged accordingly based on the scope of the work.
10. Amendment:
These Terms are amended and updated by the Agency once every year. Clients will be notified of any changes, and continued use of services after such notification constitutes acceptance of the updated Terms.
11. Ownership, Acceptance of Terms, and Unsigned Agreements
If the Client does not return a signed contract but continues to engage, instruct, or allow the Agency to carry out any work, the Client is deemed to have accepted these Terms and agrees to be bound by them in full.
Unless otherwise stated in writing by the Agency, all intellectual property and ownership rights in any website, code, design, content, or related materials created by the Agency shall remain the exclusive property of the Agency.
For projects valued under £1,000 (ex. VAT), the website and all related assets (including but not limited to design, structure, code, and content) remain the sole property of the Agency. The Client is granted a non-exclusive licence to use the website for its intended purpose for as long as the Client continues to meet all payment and contractual obligations.
For projects valued at £1,001 (ex. VAT) or above, ownership of the completed website and its assets will transfer to the Client only upon full payment of all fees and upon written confirmation from the Agency that ownership has been transferred.
In all cases, until full payment has been received, the Agency retains full ownership and reserves the right to suspend, remove, or restrict access to any website or related materials in the event of non-payment, attempted transfer, or breach of these Terms.
Clients are not permitted to move, duplicate, copy, or transfer any website or part of the work created by the Agency to another provider without the Agency’s prior written consent.
Failure to comply with this clause constitutes a material breach of these Terms and may result in immediate termination of services and/or legal action to recover damages or assets.
By engaging with our Agency's services, Clients acknowledge that they have read, understood, and agree to be bound by these Terms and Conditions. Once a client gives either verbal or written consent for us to carry out works, or continues to engage our services without returning a signed contract, this acts as a legally binding contract under these Terms.
If you have any questions or concerns regarding these Terms, please contact us at support@wearesdm.com
.