Terms & Conditions

The following information sets out our standard terms and conditions. Please feel free to get in touch with us to discuss any of the points below and how we can best work with you.

Via Electronic Mail: [email]



[Insert Client Company Name]
[Insert Client Address]		7 – 9 The Avenue
Eastbourne
East Sussex
BN21 3YA
No. 13326042VAT No. [XXXX]
[DATE]

Dear [Insert Client Name]
RE: Engagement Letter

Thank you for engaging us to [Insert Description]. This letter (the “Engagement Letter”), our Conditions, the Order, the Schedule of Services and our Privacy Schedule are the documents which set out the basis on which we will act.

Period of engagement

Unless agreed otherwise in the Order, this Contract will start on the date of this Engagement Letter.  

The Conditions set out in this Engagement Letter shall take effect immediately upon your countersigning this Engagement Letter and returning it to us. Where we receive written instruction to start work before receiving a signed copy of this Engagement Letter, we will treat that as acceptance of all the terms of this Engagement Letter.

Scope of services

The work that you have instructed us to carry out is contained in the Schedule of Services and confirmed in the Order, including details of third party services you wish us to procure on your behalf.

If we agree to carry out additional services for you, we will provide you with a new or amended Engagement Letter.

Only the services that are listed in the attached Order are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the Order, please let us know and we will discuss with you whether they can be included in the scope of our work.

[Fees]

Your Agreement

By signing and returning a copy of this Engagement Letter, you confirm your agreement to: 

  • This Engagement Letter;
  • The Conditions;
  • The Order;
  • The Schedule of Services; and
  • The Privacy Schedule.

Yours sincerely,

Sam Perry

Daily Bread Consultancy Ltd

Enclosures:

  • The Conditions;
  • The Order;
  • The Schedule of Services; and
  • The Privacy Schedule.

_______________________________________________________________________________________

We fully accept this Engagement Letter and enclosures dated [Insert].

Signed by: Date:

…………………………………………………… ………………………………………..

[Insert Name]

  1. Definitions and interpretation
    1. In this Contract the following definitions apply:
Applicable Lawmeans all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
Business Daymeans a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Conditionsmeans the Supplier’s terms and conditions of supply set out in this document;
Confidential Informationmeans any commercial, financial or technical information, information relating to the plans, know-how or trade secrets of either party which is obviously confidential in nature or has been identified as confidential;
Contractmeans the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions, the Engagement Letter, the Order, Schedule of Services, the Privacy Schedule and including all their respective schedules, attachments, annexes and statements of work;
Customermeans the named party in the Engagement Letter which has agreed to purchase the Services from the Supplier and whose details are set out in the Order;
Documentationmeans any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;
Force Majeuremeans an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, pandemic or disease, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Intellectual Property Rightsmeans copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:whether registered or not;including any applications to protect or register such rights;including all renewals and extensions of such rights or applications;whether vested, contingent or future;to which the relevant party is or may be entitled, andin whichever part of the world existing;
Ordermeans the order for the Services from the Supplier placed by the Customer in substantially the same form as set out in the order overleaf;
Pricehas the meaning set out in clause 3.1;
Servicesmeans the Services set out in the Order and to be performed by the Supplier for the Customer in accordance with the Contract;
Suppliermeans Daily Bread Consultancy Ltd, a company incorporated and registered in England with company number 13326042, whose registered address is at 7 – 9 The Avenue, Eastbourne, East Sussex, United Kingdom, BN21 3YA;
Supplier Personnelmeans all employees, officers, staff, other workers, agents and consultants of the Supplier and any of their sub-contractors who are engaged in the performance of the Services from time to time; and
VATmeans value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.
  1. In these Conditions, unless the context requires otherwise:
    1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
    2. any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
    3. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
    4. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; 
    5. a reference to legislation includes all subordinate legislation made from time to time under that legislation.
  1. Application of these conditions
    1. These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
    2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
    3. No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
    4. Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
    5. If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
    6. The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 21 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
    7. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
      1. the Supplier’s written acceptance of the Order; or
      2. the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).
    8. Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
    9. The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
    10. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
  2. Price
    1. The price for the Services shall be as set out in the Order or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the Order is placed (the Price). 
    2. The Prices are exclusive of:
      1. insurance, and all other related charges or taxes or describe relevant elements of the services which are not included in the standard price which shall be charged in addition at the Supplier’s standard rates, and
      2. VAT (or equivalent sales tax).
    3. The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
  3. Payment
    1. The Supplier shall invoice the Customer for the Services, partially or in full, at any time following acceptance of the Order.
    2. The Customer shall pay all invoices:
      1. in full without deduction or set-off, in cleared funds within 30 calendar of the date of each invoice; and
      2. to the bank account nominated by the Supplier.
    3. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
      1. the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Starling Bank Limited from time to time in force, and
      2. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
  4. Performance
    1. The Services shall be performed by the Supplier in accordance with the dates specified in the Order. 
    2. The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.
    3. The Supplier may perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    4. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.
    5. The Supplier shall not be liable for any delay in or failure of performance caused by:
      1. the Customer’s failure to deliver any information required by the Supplier for the performance of the Services;
      2. the Customer’s failure to provide the Supplier with adequate instructions for performance or otherwise relating to the Services;
      3. Force Majeure.
  5. Warranty
    1. The Supplier warrants that, at the time of performance, the Services shall:
      1. conform in all material respects to criteria agreed upon in the Order, including any Key Criteria;
      2. be free from material defects;
      3. be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
      4. in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
    2. The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
    3. As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 6.1, provided that:
      1. the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
      2. such notice specifies that some or all of the Services do not comply with clause 6.1 and identifies in sufficient detail the nature and extent of the defects; and
      3. the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.
    4. The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
    5. Except as set out in this clause 6:
      1. the Supplier gives no warranties and makes no representations in relation to the Services; and
      2. shall have no liability for their failure to comply with the warranty in clause 6.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

  1. Indemnity and insurance
    1. The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
    2. The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to the Supplier the benefit of such insurance.
  2. Limitation of liability
    1. The Supplier’s total liability under this Contract shall not exceed the sum of the amount paid for the Services under this Contract.
    2. The Supplier shall not be liable for consequential, indirect or special losses.
    3. The Supplier shall not be liable for any of the following (whether direct or indirect): loss of profit; loss or corruption of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill.
    4. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, any other losses which cannot be excluded or limited by Applicable Law or any losses caused by wilful misconduct.
  3. Intellectual property
    1. All right, title and interest in any Intellectual Property Rights owned or controlled by the Supplier as at the Start Date of the Contract and any Intellectual Property Rights in any materials that may be developed during the existence of the Contract, excluding materials that are specifically developed for the Customer (“Supplier IPR“), will remain with the Supplier. For the avoidance of doubt, the Customer will not acquire any rights in Supplier IPR.
    2. Except for the Supplier IPR, all Intellectual Property Rights (including all modifications, enhancements and amendments) in the Services created by the Supplier, including any subcontractor of the Supplier for the purposes of the Contract (“Supplier Foreground IPR”) will automatically vest in the Customer on the date on which the Customer has settled all invoices and no further amount is due under clause 3 by the Customer.
    3. Subject to clause 9.2, the Supplier hereby agrees to assign and will procure the assignment to the Customer absolutely with full title guarantee all its right, title and interest in and to the Supplier Foreground IPR.
    4. Unless expressly agreed between the parties, the Supplier is under no obligation to make any enquiry in respect of the ownership of any third party Intellectual Property Rights, and the Supplier shall have no liability to the Customer in respect of any claim for passing off or infringement of any third party Intellectual Property Rights. 
    5. The Customer hereby grants to the Supplier a perpetual, irrevocable, non-exclusive licence for the use in connection with Supplier’s marketing strategy of any such Intellectual Property Rights assigned to the Customer in accordance with this clause.
  4. Confidentiality and announcements
    1. Each party shall keep confidential all Confidential Information of the other and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
      1. any information which was in the public domain at the date of the Contract;
      2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
      3. any information which is independently developed by either party without using information supplied by the other; or
      4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract

except that the provisions of clauses 10.1.1 to 10.1.3 shall not apply to information to which clause 10.4 relates.

  1. This clause shall remain in force for a period of two years from the date of the Contract and, if longer, one year after termination of the Contract.
  2. Subject to clause 10.1, or otherwise by written agreement between the parties, either party shall have the reasonable right to publicise its involvement in the Contract once the supply of the Services has been completed.
  3. To the extent any Confidential Information is Protected Data (as defined in the Privacy Schedule) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of the Privacy Schedule.
  4. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 calendar days, the party not affected may terminate the Contract by written notice to the other party.

  1. Termination
    1. Without affecting any other right or remedy available to it either party may terminate this Contract on giving not less than one months’ written notice to the other party.
    2. The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
      1. the Customer commits a material breach of Contract and such breach is not remediable;
      2. the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 calendar days of receiving written notice of such breach;
      3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 calendar days after the Supplier has given notification that the payment is overdue; or
      4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled; 
      5. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
      6. the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
    3. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 12, it shall immediately notify the Supplier in writing.
    4. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
  2. Notices
    1. Any notice given by a party under these Conditions shall:
      1. be in writing and in English;
      2. be signed by, or on behalf of, the party giving it; and
      3. be sent to the relevant party at the address set out in the Contract
    2. Notices may be given, and are deemed received:
      1. by hand: on receipt of a signature at the time of delivery;
      2. by Royal Mail Recorded Signed For post: at 9.00 am on the third Business Day after posting;
      3. by Royal Mail International Tracked & Signed post: at 9.00 am on the fifth Business Day after posting; and
      4. by email: on receipt of a delivery email from the correct address.
    3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 13.1 and shall be effective:
      1. on the date specified in the notice as being the date of such change; or
      2. if no date is so specified, five Business Days after the notice is deemed to be received.
    4. All references to time are to the local time at the place of deemed receipt.
    5. This clause does not apply to notices given in legal proceedings or arbitration.
  3. Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

  1. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

  1. Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

  1. Entire agreement
    1. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    3. Nothing in these Conditions purports to limit or exclude any liability for fraud.
  2. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

  1. Assignment
    1. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.
  2. Set off
    1. The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
    2. The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  3. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

  1. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

  1. Severance
    1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
    2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  2. Waiver
    1. No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
    3. A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
  3. Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

  1. Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

  1. Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

  1. Third party rights

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

  1. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

  1. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

The Schedule of Services

  1. Digital marketing services:
  • Digital Reviews
  • Search Engine Optimisation
  • Google Tag Management
  • Google Ads / Google Grant Management 
  • Digital Marketing Strategy
  • Analytics Setup and Reporting
  • Conversion Rate Optimisation
  • Competitor Analysis
  • KeyWord Research
  • Facebook and Instagram Advertising
  1. Income generation services:
  • Developing Income Generation Strategy
  • Campaign Creation and Management
  • Team and Project Management
  • Grant Writing
  • Communication Strategy
  • Rebrand support
  • Website management
  • Google Grant Acquisition and Management
  • Newsletter Production 
  1. Web development services:
  • Content Design
  • Web Design
  • Web Development
  • User Journey Mapping and Improvement