Good work starts with clear expectations.

01

About these Terms of Business

These Terms of Business apply to services supplied by AMB Marketing Limited, trading as AMB360. References to “AMB360”, “we”, “us” or “our” mean AMB Marketing Limited. References to “you” or the “Client” mean the person or organisation purchasing the services.

These terms are intended principally for clients purchasing AMB360 services for business purposes. If you are acting wholly or mainly outside your trade, business, craft or profession, mandatory consumer rights may apply and nothing in these terms removes rights that cannot lawfully be excluded.

Your contract with us may consist of these Terms of Business together with a proposal, quotation, order, subscription selection, statement of work, service description or other written agreement. If a specific written term expressly conflicts with these general terms, the specifically agreed term will take priority for that engagement.

02

How a contract is formed

A quotation or proposal is an invitation to proceed and is not binding on AMB360 until we accept the order. A contract may be formed when we confirm acceptance in writing, you accept a proposal or quotation, you purchase a subscription through our website, you pay an invoice or deposit requested to begin the work, or we otherwise agree in writing to commence services.

Before accepting, you are responsible for checking that the scope, services, price, billing basis and any material assumptions shown in the relevant order or proposal meet your requirements.

No person acting for AMB360 has authority to make a contractual promise that contradicts the written agreement unless that change is confirmed by an authorised representative of AMB360.

03

Services, scope and deliverables

AMB360 provides marketing, strategy, creative, website and related services. Our current service range includes Signal, Circle, Growth, Presence, Forge, Flow, Pulse, Nexus and bespoke Websites, together with other services we may agree with a Client.

The services included in an engagement are those described in the applicable proposal, order, subscription tier or written scope. Anything outside that scope is not automatically included simply because it is related to the project or would be useful to the Client.

If you ask us to perform additional work, we may agree a revised scope, additional charge, separate project or change to the subscription before that work begins.

Where a subscription includes a stated number of requests, creations, builds, sends, tasks or other usage allowance, that allowance applies for the relevant billing period and does not roll forward unless the service description expressly says that it does.

04

Subscriptions and recurring services

Where services are supplied on a monthly or other recurring basis, the subscription starts on the date stated at purchase or in the order and continues for the minimum term, if any, shown to you before purchase.

After any minimum term, a recurring service continues for successive billing periods until ended in accordance with the cancellation or notice terms disclosed for that service. The applicable subscription page, order or proposal should state any minimum commitment, cancellation notice and billing frequency before the Client commits.

Subscription capacity is subject to the rules of the selected tier. Where a tier states that only one request, creative item, email or other task can be in active production at a time, AMB360 may queue subsequent requests until the active item is completed or moved out of production.

“Unlimited” describes the quantity of eligible requests that may be submitted during the relevant subscription period. It does not mean unlimited simultaneous production, guaranteed instant turnaround or unlimited third-party costs, media spend, printing, licensing or other expenditure.

Changing tier may alter price, capacity and included services from the effective date of the change. We will tell you the commercial effect before a requested change is applied.

05

Client responsibilities

Good delivery depends on both parties doing what they have agreed to do. The Client must provide information, access, materials, decisions and approvals reasonably required for us to perform the services.

The Client is responsible for:

• providing accurate, complete and timely briefs, information and instructions;
• providing appropriate access to websites, accounts, platforms, systems and other resources needed for the work;
• ensuring that supplied logos, images, video, copy, data and other materials may lawfully be used for the agreed purpose;
• reviewing work and providing consolidated feedback or approval within a reasonable time;
• checking factual claims, prices, offers, legal wording and regulated or industry-specific statements before publication;
• maintaining appropriate backups or records of Client-controlled systems and content; and
• complying with laws, platform rules and regulatory requirements that apply specifically to the Client’s business, products or services.

We are entitled to rely on information and instructions supplied by the Client or an authorised Client contact unless there is an obvious reason not to do so.

06

Approvals, feedback and revisions

Where work requires Client approval, the Client is responsible for reviewing it carefully before approving publication, launch, printing, distribution or advertising spend.

Feedback should be clear and, where reasonably possible, consolidated through the agreed Client contact. Repeated changes to previously approved work, conflicting instructions from multiple stakeholders or material changes to the original brief may be treated as additional work.

If a service includes a specified number of revisions, additional revision rounds may be chargeable. If no number is specified, we will make reasonable revisions that remain within the agreed brief, but a substantial change of direction or scope may require a revised quotation.

Approval confirms that the Client accepts the relevant creative, content or configuration for the agreed next stage. We remain responsible for correcting errors that are genuinely ours, subject to the other provisions of the contract.

07

Timings, turnaround and delays

We will use reasonable care to meet agreed delivery dates and any indicative turnaround communicated for a service. Unless a deadline is expressly agreed in writing as a binding contractual deadline, dates and turnaround estimates are estimates rather than guarantees.

Timings may depend on the Client supplying information, access, content, feedback or approval. If the Client is late providing something we reasonably need, the delivery timetable may move by a corresponding or reasonable period.

We are not responsible for delay caused by third-party platforms, hosting providers, advertising networks, software suppliers, domain registries, payment providers or other circumstances outside our reasonable control, but we will take reasonable steps to manage issues affecting our delivery.

08

Charges, VAT and payment

Prices are exclusive of VAT unless expressly stated otherwise. VAT will be added at the applicable rate where required.

Payment terms are those shown on the relevant proposal, order, checkout, subscription or invoice. Recurring subscription charges may be collected automatically using the payment method authorised by the Client.

Unless we have agreed otherwise in writing, invoices must be paid by the due date shown on the invoice. The Client must raise any genuine invoice query promptly and provide enough information for us to investigate it. An undisputed part of an invoice remains payable when due.

For qualifying business-to-business debts, AMB360 reserves its statutory rights relating to late commercial payments, including the right to claim statutory interest and applicable debt-recovery compensation and costs.

We may require a deposit, advance payment, recurring payment authority or full payment before starting particular services. Unless expressly agreed otherwise, we are not required to begin work until any required initial payment has cleared.

09

Third-party costs, licences and expenses

Our professional fees do not include third-party charges unless the proposal, order or service description expressly says that they do.

Third-party costs can include advertising spend, domains, premium software, plugins, fonts, stock assets, printing, postage, external production, specialist suppliers, platform fees, data services and other licences.

Where we expect the Client to incur a material third-party cost through AMB360, we will normally seek approval before committing that expenditure unless it has already been authorised by the agreed budget or scope.

Third-party products and licences may be subject to their provider’s own terms, pricing, renewal rules and availability. AMB360 does not control changes made by those providers.

10

Paid media and advertising spend

Where AMB360 manages paid advertising, our management fee and the Client’s advertising budget are separate unless the written scope expressly states otherwise. Advertising spend is not included in AMB360’s Growth subscription fees. Media budgets are paid separately.

The Client authorises expenditure up to the budget agreed for the relevant period. Platform billing, taxes, currency conversion, overspend caused by platform mechanics and other platform charges may be governed by the advertising provider’s own terms.

We will manage campaigns with reasonable care and skill, but advertising results cannot be guaranteed. Performance is affected by matters including budget, competition, auction conditions, targeting, creative, proposition, pricing, website performance, customer demand and platform changes.

Advertising platforms may reject, restrict or suspend advertisements or accounts. We will assist with matters within our agreed scope, but we cannot override a platform’s rules or guarantee reinstatement.

11

Intellectual property and ownership

Each party keeps ownership of intellectual property it owned before the engagement. The Client grants AMB360 a licence to use Client materials to the extent reasonably necessary to provide the agreed services.

Unless the applicable proposal or order states otherwise, once all amounts due for a completed bespoke deliverable have been paid in full, AMB360 will assign or license the final deliverable to the Client to the extent stated in the agreed scope.

AMB360 retains ownership of its pre-existing materials, know-how, methods, processes, reusable code, development tools, templates, systems, frameworks, internal working files and other background intellectual property. Where those materials are incorporated into a Client deliverable, the Client receives the rights reasonably necessary to use the completed deliverable for its intended purpose, unless otherwise agreed.

Third-party materials remain subject to the rights and licence terms of their respective owners. We cannot transfer ownership of rights that belong to somebody else.

Concepts, drafts, rejected routes and exploratory work that are not selected as final deliverables remain AMB360 property unless expressly agreed otherwise.

12

Portfolio and promotional use

Unless confidentiality has been agreed or the Client reasonably asks us not to, AMB360 may identify the Client as a client and display completed, publicly released work in our portfolio, case studies, awards submissions and marketing materials.

We will not knowingly publish confidential information, unpublished commercial information or private performance data for promotional purposes without appropriate permission.

If a project must remain confidential before launch, the Client should tell us so and we will respect the agreed embargo or confidentiality period.

13

Confidentiality

Each party must keep the other party’s confidential information confidential and use it only for purposes connected with the engagement, except where disclosure is authorised, required by law or reasonably necessary to professional advisers or suppliers who are subject to appropriate obligations.

Confidential information does not include information that is already lawfully public, was lawfully known without restriction, is independently developed without using the confidential information or is lawfully received from another source without a duty of confidence.

14

Data protection

Each party is responsible for complying with the data protection law that applies to its own processing of personal information.

Where AMB360 processes personal data on the Client’s documented instructions as a processor, the parties will put in place any additional data-processing terms required by applicable law. Those terms may address the subject matter, duration, nature and purpose of processing, categories of data, security, sub-processors, assistance and deletion or return of data.

The Client is responsible for ensuring that it has an appropriate lawful basis and has provided any required privacy information for personal data it instructs AMB360 to use in marketing activity.

How AMB360 handles personal information in its own capacity is explained in our Privacy Policy.

15

Suspending services

We may suspend affected services on reasonable notice if an undisputed payment is materially overdue, if the Client does not provide something essential for us to continue, if continuing would create a material legal, regulatory or security risk, or if the Client uses the service unlawfully or in a way that materially breaches the contract.

Where reasonably possible, we will explain the reason and give the Client an opportunity to remedy the issue before suspension. Immediate suspension may be necessary where there is a serious security, legal or platform risk.

Suspension does not cancel amounts properly due for services already supplied or committed costs already authorised.

16

Cancellation and termination

A project or subscription may be ended in accordance with the cancellation, minimum-term or notice provisions stated in the applicable proposal, order, subscription page or written agreement.

Either party may terminate an engagement for a material breach that is capable of remedy if the breach is not remedied within a reasonable period after written notice requiring it to be remedied. Either party may also terminate where the other enters an applicable insolvency process, subject to any restrictions imposed by law.

On termination, the Client must pay amounts properly due for services provided up to the termination date together with authorised third-party costs and any other sums that the contract expressly makes payable on termination. We will not impose a cancellation charge that is unlawful or, where consumer law applies, unfair.

Where practical and once undisputed amounts due have been paid, we will co-operate with a reasonable handover of Client-owned final materials and access within the scope of the engagement. Additional migration, export, training or handover work may be chargeable where it falls outside the original service.

17

Responsibility and liability

AMB360 will provide its services with reasonable care and skill. Nothing in the contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

Subject to those matters, neither party is responsible to the other for indirect or consequential loss that was not reasonably foreseeable when the contract was made. For business Clients, AMB360 is not responsible for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation to the extent that exclusion is lawful and reasonable.

AMB360 is not responsible for a failure caused by inaccurate Client instructions, Client-supplied materials, changes made by the Client or a third party without our approval, or the independent acts, outages, policies or decisions of third-party platforms outside our reasonable control.

Unless a different cap is expressly agreed in writing, AMB360’s aggregate liability arising from a particular engagement will not exceed the total professional fees paid or payable to AMB360 under that engagement during the 12 months immediately preceding the event giving rise to the claim. This cap does not apply to liabilities that cannot lawfully be limited.

Any limitation or exclusion in these terms applies only to the extent it is lawful and, where a legal reasonableness or fairness test applies, only to the extent it satisfies that test.

18

General terms

Events outside reasonable control

Neither party will be liable for delay or failure caused by an event outside its reasonable control, provided it takes reasonable steps to reduce the effect of the event and resumes performance when reasonably possible.

Subcontractors and suppliers

AMB360 may use suitably skilled employees, contractors and specialist suppliers to deliver services. We remain responsible for the services we have contracted to provide, subject to these terms.

Assignment

Neither party may transfer the whole contract to another person without the other party’s consent, not to be unreasonably withheld or delayed, except that AMB360 may transfer the contract as part of a genuine sale, reorganisation or transfer of the relevant business.

Entire agreement

For business Clients, the written contract records the agreement between the parties concerning its subject matter and replaces earlier discussions or representations about that same subject matter, except that nothing excludes liability for fraud or fraudulent misrepresentation.

Severability and waiver

If a provision is found to be invalid or unenforceable, the remaining provisions continue to apply. A delay in enforcing a right does not by itself mean that right has been waived.

Notices

Formal notices relating to termination or material breach should be sent to the email or postal address most recently notified for contractual communications. Routine project communications do not become formal notices merely because they are sent by email.

19

Governing law and disputes

If a disagreement arises, both parties should first try in good faith to resolve it through the normal commercial contacts for the engagement.

The contract and any non-contractual dispute or claim arising from it are governed by the law of England and Wales.

For business Clients, the courts of England and Wales will have exclusive jurisdiction, unless the parties expressly agree another dispute-resolution process in writing. Where the Client is legally a consumer, any mandatory jurisdiction rights available under consumer law are unaffected.