Last updated: 1st January 2023
Effective Date: 1st January 2023
Business Name: AMB Marketing Limited T/A AMB360
Company Number: 14535282
Registered Address: 71-75 Shelton Street, London, UK, WC2H 9JQ
Jurisdiction: United Kingdom
Contact Email: hello@amb360.co.uk
Website: www.amb360.co.uk
1. Introduction
These Terms and Conditions (“Terms”) form a legally binding agreement between you (“the Client”) and [Your Agency Name] (“the Agency”, “we”, “us”, or “our”). They govern all services provided by the Agency unless otherwise agreed in writing. By engaging us, submitting a brief, or otherwise requesting work, the Client confirms full acceptance of these Terms. These Terms prevail over any other terms, including the Client’s own standard terms, unless expressly agreed in writing.
2. What information we collect
We may collect and process the following types of personal data:
Services Provided
The Agency offers a comprehensive suite of digital and creative services, including but not limited to: brand strategy and design, visual identity systems, website and app design and development, motion graphics and animation, copywriting and content strategy, digital marketing, paid advertising, SEO, UX/UI design, consultancy, campaign management, and other custom creative solutions.
The precise nature and scope of services to be delivered will be outlined in a signed proposal, estimate, quotation, statement of work (SOW), or project brief (“Project Agreement”). All timeframes and deliverables listed are indicative until confirmed in writing.
3. Engagement Process
Work shall commence upon (a) receipt of a signed Project Agreement or written approval of a quotation, and (b) receipt of the required initial deposit or full payment, where applicable. Any amendments to the scope or deliverables must be agreed in writing and may be subject to revised fees and deadlines.
The Client is responsible for reviewing and confirming project documents, timelines, and deliverables. Any errors or omissions in the brief are the Client’s responsibility, and any changes resulting therefrom will be chargeable.
4. Payment Terms
Unless otherwise specified in the Project Agreement:
- A non-refundable deposit of 30–50% of the total project value is payable before any work begins.
- Interim invoices may be issued based on project phases or timeframes.
- The final balance is due on delivery of the final Deliverables or according to the agreed schedule.
All invoices must be paid in full within 14 calendar days. Late payments will incur interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and the Agency reserves the right to suspend or terminate work on any ongoing or future projects if payment is overdue.
All amounts are exclusive of VAT or applicable taxes unless otherwise stated.
5. Intellectual Property Rights
All intellectual property rights in the Deliverables, including but not limited to design concepts, artworks, written content, source code, development files, video files, and strategy documents, shall remain the sole property of the Agency until all outstanding fees have been paid in full.
Upon full and final payment, the Agency grants the Client a non-exclusive, non-transferable, non-sublicensable, perpetual licence to use the final Deliverables for the purposes defined in the Project Agreement. This licence does not include rights to:
- Modify the source files or working files;
- Reuse the assets outside of the intended scope;
- Transfer or resell the work to third parties;
- Claim authorship or remove branding or credits where applicable.
All source files (e.g., PSD, AI, INDD, Figma, raw video, or code repositories) remain the property of the Agency unless explicitly agreed otherwise and may incur an additional licensing fee if requested.
6. Moral Rights and Attribution
The Agency asserts its moral rights under the Copyright, Designs and Patents Act 1988 to be identified as the author of the Deliverables, unless otherwise agreed. We reserve the right to publish and display completed work (including mockups and concepts) in our portfolio, on our website, in award entries, and on social media channels, unless the Client expressly prohibits this in writing.
7. Client Responsibilities
The Client agrees to provide timely access to necessary materials, assets, approvals, and decision-makers. The Client must ensure that all materials supplied (e.g., logos, text, imagery, code, brand assets) are owned or licensed for use and do not infringe any third-party rights.
The Client shall indemnify the Agency against any claims, losses, or liabilities resulting from content supplied by the Client that is defamatory, unlawful, misleading, or infringing on third-party intellectual property rights.
8. Revisions and Change Control
Unless otherwise agreed, the project includes up to two rounds of revisions per Deliverable. Additional revisions or changes to the scope, timeline, or deliverables will be subject to additional fees. Revisions requested outside the scope of the original agreement will require a formal change request and may affect the delivery timeline.
All feedback must be consolidated and provided in writing within the timeframe specified. Delays in Client feedback may result in project delays.
9. Third-Party Tools, Services, and Licences
The Agency may utilise third-party tools, platforms, plugins, stock libraries, hosting, or external contractors in the course of the project. These are provided subject to the terms and conditions of the respective providers. The Agency cannot guarantee the availability, uptime, or long-term functionality of third-party tools or services and shall not be held liable for faults beyond its control.
The Client is responsible for maintaining active licences and renewals for third-party products, unless agreed otherwise.
10. AI and Automation Tools
The Agency may use artificial intelligence or automation tools (e.g., for image generation, content suggestions, code validation) to assist in the creation of Deliverables. All final outputs are reviewed and curated by human designers or strategists. The Agency will not use AI tools to replicate copyrighted material or breach ethical or legal standards. The Client accepts that such tools may be used to support, but not replace, human creativity and decision-making.
11. Data Protection and GDPR Compliance
Both parties agree to comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018. The Client must ensure that any personal data provided to the Agency has been lawfully obtained and that data subjects have been informed of its use.
Where the Agency processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) will be provided if required.
12. Confidentiality
Both parties agree to maintain strict confidentiality regarding proprietary, technical, financial, and strategic information disclosed during the project. This obligation will remain in effect indefinitely and survives the termination or completion of the project. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, unless required by law.
13. Subcontractors and Third Parties
The Agency reserves the right to engage qualified subcontractors, freelancers, or third-party service providers to fulfil parts of the project. The Agency shall remain responsible for the overall delivery and quality of the Services and Deliverables.
14. Limitation of Liability
The Agency shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, reputational damage, business interruption, or data loss, arising from the use of the Deliverables or Services.
The Agency’s total liability, whether in contract, tort, negligence, or otherwise, shall be limited to the total fees paid by the Client for the specific project giving rise to the claim.
15. Indemnity
The Client agrees to indemnify, defend, and hold harmless the Agency, its directors, employees, and subcontractors from any and all claims, liabilities, damages, expenses, or legal fees arising out of:
- Content provided by the Client;
- Breach of these Terms by the Client;
- Use of the Deliverables contrary to the intended purpose or applicable law.
16. Termination
Either party may terminate a project with written notice if the other party commits a material breach of these Terms and fails to remedy it within 14 days. Upon termination, all unpaid work will be invoiced immediately, and the Client shall pay all outstanding sums. All rights to work created up to the point of termination remain with the Agency unless full payment has been received.
17. Force Majeure
The Agency shall not be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to war, civil unrest, natural disasters, pandemics, technical failures, or government intervention. In such cases, timeframes may be extended, or the contract renegotiated in good faith.
18. Dispute Resolution
In the event of a dispute, the parties agree to attempt to resolve the matter amicably through negotiation. If a resolution cannot be reached, the parties shall consider mediation through the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediation body before pursuing litigation.
19. Governing Law and Jurisdiction
These Terms and any associated agreements are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
20. Entire Agreement
These Terms, along with any signed proposals, quotations, NDAs, or Data Processing Agreements, represent the entire agreement between the Agency and the Client and supersede all prior communications and agreements. No amendment or waiver shall be valid unless made in writing and signed by both parties.
21. Contact
For any queries related to these Terms or to initiate a project:
📧 Email: hello@amb360.co.uk
📞 Phone: 01908 040451
🌐 Website: www.amb360.co.uk