Professional Services Agreement - Terms of Business

1. Definitions

Agency means Betterment Agency Ltd.

Client means the individual, company or organisation purchasing services from the Agency.

Services means any marketing consultancy, strategic advice, fractional marketing director services, content creation, website development, digital marketing, training, workshops or other services supplied by the Agency.

Proposal means any written quotation, proposal, statement of work or agreement issued by the Agency.

Written Notice means notice delivered by email or letter to the contact details confirmed by the receiving party. Email shall constitute valid written notice for all purposes under this agreement.

Work in Progress means any deliverable or piece of work commenced but not yet completed at the date of termination.

2. Application of These Terms

2.1 These Terms and Conditions apply to all Services provided by the Agency unless otherwise agreed in writing.

2.2 Any proposal, quotation or statement of work issued by the Agency shall form part of the agreement between the Agency and the Client.

2.3 In the event of any conflict between these Terms and a specific written proposal, the proposal shall take precedence.

3. Services

3.1 The Agency shall provide the Services with reasonable skill, care and professionalism.

3.2 The Agency does not guarantee any specific commercial outcome, including increases in revenue, profit, website traffic, enquiries, search engine rankings or marketing performance.

3.3 Any timescales provided by the Agency are estimates and are dependent upon the Client providing information, approvals and feedback in a timely manner.

4. Client Responsibilities

4.1 The Client shall provide all information, materials, access permissions and approvals reasonably required for the delivery of the Services.

4.2 The Client warrants that any information supplied to the Agency is accurate and that it has the necessary rights and permissions to provide such information.

4.3 The Agency shall not be responsible for delays resulting from the Client's failure to provide information, approvals or instructions.

5. Changes to Scope

5.1 Services shall be delivered in accordance with the agreed proposal or statement of work.

5.2 Any request for work outside the agreed scope may be subject to additional fees and revised timescales.

5.3 Where the Agency identifies that additional work is required beyond the agreed scope, it shall notify the Client in writing before commencing such work. The Agency shall not commence out-of-scope work without the Client’s prior written approval.

6. Fees and Payment

6.1 Fees shall be as set out in the relevant proposal, quotation or invoice.

6.2 Unless otherwise agreed, invoices shall be payable within 14 days of the invoice date.

6.3 The Agency reserves the right to charge interest on overdue invoices at a rate of 8% above the Bank of England base rate in accordance with the Late Payment of Commercial Debts legislation.

6.4 The Client shall reimburse any reasonable third-party costs incurred on its behalf, provided such costs have been approved in advance.

6.5 The Agency reserves the right to suspend Services where invoices remain unpaid beyond the agreed payment terms.

6.6 Any deposit, booking fee or advance payment is non-refundable once work has commenced. For the purposes of this clause, work shall be deemed to have commenced upon the Agency’s delivery of the first substantive output or action under the relevant engagement, or 5 working days after receipt of the deposit, whichever is earlier.

6.7 Where a Client disputes part of an invoice, the undisputed portion shall remain payable in accordance with the agreed payment terms. The parties shall seek to resolve any disputed amount promptly and in good faith.

7. Retained Services

7.1 Where Services are provided on a monthly retainer, the retainer shall continue until terminated in accordance with Clause 14.

7.2 Retainer fees are payable regardless of whether the Client utilises the full allocation of time or services available during that period unless otherwise agreed in writing.

7.3 Where Services are provided on a monthly retainer basis, the agreement shall be subject to an initial minimum term of three months unless otherwise agreed in writing.

7.4 Following expiry of the initial minimum term, the agreement shall continue on a rolling monthly basis until terminated in accordance with Clause 14.

7.5 If the Client terminates the agreement during the initial minimum term, all fees due for the remainder of that minimum term shall become immediately payable.

8. Approval of Work

8.1 The Client shall review and approve deliverables promptly.

8.2 Where no feedback is received within 10 working days of delivery, the Agency may deem the work approved.

8.3 Approved work may be subject to additional charges if subsequent amendments are requested.

9. Intellectual Property

9.1 All intellectual property rights in the Agency’s methodologies, frameworks, templates, systems, processes, know-how and pre-existing materials shall remain the property of the Agency, regardless of whether such materials are referenced in, incorporated into or form the basis of any deliverable provided to the Client.

9.2 Upon full payment of all relevant invoices, ownership of final deliverables specifically created for the Client shall transfer to the Client, save that any underlying Agency methodologies, frameworks or pre-existing materials incorporated within such deliverables shall remain the property of the Agency. The Client shall have a perpetual, royalty-free licence to use such underlying materials solely as part of the deliverable in which they appear.

9.3 The Agency retains the right to reference completed projects and work undertaken for the Client within its portfolio, website, marketing materials and case studies, subject to Clause 10. Where a project contains commercially sensitive information, the Agency shall anonymise or seek prior written approval from the Client before referencing specific details.

10. Confidentiality

10.1 Each party shall keep confidential all commercially sensitive, financial, technical and business information received from the other party.

10.2 This obligation shall continue for a period of three years following termination of the agreement.

10.3 Information that is publicly available or required to be disclosed by law shall not be considered confidential.

11. Data Protection

11.1 Both parties shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018.

11.2 Where the Agency processes personal data on behalf of the Client, both parties shall cooperate to ensure compliance with applicable legal obligations.

11A. Artificial Intelligence and Technology-Assisted Services

11A.1 The Agency may utilise artificial intelligence, automation tools and other technology-assisted systems as part of the delivery of the Services where it considers such tools appropriate and beneficial.

11A.2 The Agency shall remain responsible for the review, editing and quality assurance of all deliverables provided to the Client.

11A.3 The Agency does not guarantee that AI-generated outputs will be free from factual inaccuracies, omissions or errors. The Client acknowledges that all deliverables should be reviewed and approved prior to publication, distribution or implementation. By entering into this agreement, the Client confirms that it has read and understood this clause.

11A.4 The Client shall remain responsible for the final approval and use of all content, recommendations, strategies and materials supplied by the Agency.

11A.5 Unless otherwise agreed in writing, the Agency shall not input confidential, commercially sensitive or personal data into publicly available AI systems where doing so would be inconsistent with applicable data protection legislation or the Client’s reasonable confidentiality requirements.

12. Use of Third Parties

12.1 The Agency may engage suitably qualified subcontractors, consultants or suppliers in connection with the delivery of Services.

12.2 The Agency shall remain responsible for the management of any subcontractors engaged by it.

13. Limitation of Liability

13.1 Nothing in these Terms shall exclude liability for death or personal injury caused by negligence, fraud or any liability that cannot legally be excluded.

13.2 The Agency shall not be liable for any indirect, consequential or special loss, including loss of profits, revenue, business opportunities, goodwill or anticipated savings.

13.3 The Agency’s total aggregate liability arising from or in connection with the Services shall not exceed the lower of:

(a) £25,000; or

(b) the total fees paid by the Client to the Agency during the twelve months preceding the date on which the cause of action arose.

14. Termination

14.1 Either party may terminate a retainer agreement by giving 30 days’ Written Notice to the other party.

14.2 Either party may terminate the agreement immediately where the other party commits a material breach and fails to remedy that breach within 14 days of Written Notice.

14.3 Upon termination, the Client shall pay for all Services completed up to the date of termination. Where work is in progress at the date of termination, the Agency shall be entitled to charge a fair and reasonable proportion of the fee for the relevant deliverable, reflecting the stage of completion reached. Part-completed Work in Progress shall be delivered to the Client upon receipt of payment for the work completed to that point.

15. Force Majeure

15.1 Neither party shall be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control.

16. General

16.1 Failure by either party to enforce any provision shall not constitute a waiver of that provision.

16.2 If any provision is found to be unenforceable, the remaining provisions shall remain in force.

16.3 These Terms shall be governed by the laws of England and Wales.

16.4 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from these Terms.