ilovedigital.co.uk

Terms and Conditions of Service

Last updated: June 2026

1. Introduction

These Terms and Conditions (“Terms”) govern the provision of digital marketing, web design, content creation, social media management, and related services (collectively, the “Services”) offered by ilovedigital.co.uk (“we”, “us”, or “the Company”) to clients (“you” or “the Client”).

By engaging our Services, signing a proposal, or making any payment to the Company, you confirm that you have read, understood, and agree to be bound by these Terms. These Terms constitute a legally binding agreement under the laws of England and Wales.

We reserve the right to update these Terms at any time. Continued engagement of our Services following notification of any changes constitutes acceptance of the revised Terms.

2. Company Details

ilovedigital.co.uk is a trading name. Services are provided by the Company registered in England and Wales. For all contractual, billing, and legal correspondence, please contact us via the details published at www.ilovedigital.co.uk.

3. Scope of Services

The specific Services to be provided, together with any deliverables, timelines, and fees, will be set out in a written proposal, statement of work, or service agreement (“Proposal”) issued by the Company and accepted by the Client.

Any Services or deliverables not expressly described in the Proposal are excluded and may be subject to additional fees if requested. The Company reserves the right to decline requests that fall outside the agreed scope.

We may engage subcontractors or third-party suppliers to deliver any part of the Services. We remain responsible for the quality of all work delivered under these Terms.

4. Client Obligations

To enable the Company to deliver the Services effectively, the Client agrees to:

• Provide accurate, complete, and timely information, materials, approvals, and access as reasonably requested by the Company.
• Designate a named point of contact with authority to provide instructions and approvals on behalf of the Client.
• Review and respond to submissions, drafts, or requests within any timeframes set out in the Proposal, or within a reasonable period where no timeframe is specified.
• Ensure that any materials, content, or assets provided to the Company do not infringe the intellectual property rights of any third party.
• Notify the Company promptly of any changes to the Client’s business, branding, or requirements that may affect delivery of the Services.

The Company shall not be liable for any delay or failure in delivery that arises directly from the Client’s failure to meet these obligations.

5. Fees and Payment

Fees for the Services are as set out in the applicable Proposal. All fees are stated exclusive of VAT, which will be added at the prevailing rate where applicable.

Unless otherwise stated in the Proposal:

• Invoices are payable within 14 days of the invoice date.
• Ongoing retainer or subscription services are billed monthly in advance.
• Project-based work may require a deposit of up to 50% of the total fee, payable before commencement.

Late payments will accrue interest at the rate of 8% per annum above the Bank of England base rate, calculated on a daily basis from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

The Company reserves the right to suspend delivery of Services without liability where any invoice remains unpaid beyond 21 days of the due date, and to recover reasonable debt collection costs incurred as a result of non-payment.

6. Termination

6.1 Termination by Either Party

Either party may terminate the engagement by providing written notice as specified in the Proposal, or where no notice period is specified, a minimum of 30 days’ written notice.

6.2 Termination for Cause

The Company may terminate this agreement with immediate effect by written notice if:

• The Client fails to make payment within 21 days of a payment being due and does not remedy the failure within 7 days of written notice.
• The Client acts in a manner that is abusive, threatening, or otherwise unreasonable toward Company staff or representatives.
• The Client instructs the Company to act in a manner that is unlawful, deceptive, or contrary to applicable advertising standards or regulations.
• The Client becomes insolvent, enters administration, or ceases trading.

6.3 Termination Fee

Given the nature of the Company’s services, which require significant upfront investment in strategy, planning, resource allocation, and infrastructure on a per-service and per-product basis, a termination fee will apply upon the early termination or cancellation of any Service or product by the Client, whether such termination is initiated by the Client or arises from termination for cause under clause 6.2.

The termination fee is calculated as follows:

• A base rate of £5,000 (plus VAT) applies per individual Service or product that is terminated or cancelled prior to the agreed end date or, where no fixed term is specified, within 12 months of the Service commencement date.
• Where a Service has been in operation for fewer than 3 months at the point of termination, the termination fee is the greater of £5,000 or the equivalent of 3 months’ fees for that Service.
• Where a Service has been in operation for 3 months or more, the termination fee is the greater of £5,000 or the remaining value of fees due under any fixed-term arrangement for that Service.
• Where the Client is engaged for multiple Services or products under a single agreement or retainer, a separate termination fee applies to each Service or product terminated.

For the avoidance of doubt, the termination fee is in addition to any outstanding invoices, fees for work already completed or in progress, and any third-party costs committed by the Company on the Client’s behalf at the date of termination.

The termination fee reflects a genuine pre-estimate of the Company’s loss and does not constitute a penalty. It is payable within 14 days of the termination date. The Company reserves the right to pursue recovery of any unpaid termination fee through appropriate legal channels.

Nothing in this clause limits the Company’s right to claim additional damages where its actual losses exceed the termination fee.

6.4 Effect of Termination

Upon termination, the Company will cease delivery of the terminated Services and will provide the Client with any completed deliverables or work product for which full payment has been received. Deliverables that have not been paid for in full shall remain the property of the Company until payment is received.

All accrued rights and liabilities of either party, including payment obligations, remain unaffected by termination.

7. Intellectual Property

All intellectual property rights in materials, strategies, concepts, and deliverables created by the Company in the course of providing the Services remain the property of the Company until all fees (including any applicable termination fees) have been paid in full.

Upon receipt of full payment, the Company grants the Client a non-exclusive, perpetual licence to use the delivered materials for the purposes for which they were created. This licence does not extend to resale, sublicensing, or use outside the agreed purpose without prior written consent.

The Client grants the Company a non-exclusive licence to use the Client’s name, brand, and materials to the extent necessary to deliver the Services. The Company may reference the Client’s name and a general description of the Services in its own portfolio and marketing, unless the Client requests otherwise in writing.

8. Confidentiality

Each party agrees to keep confidential all information received from the other party that is identified as confidential or that a reasonable person would understand to be confidential, and not to disclose such information to any third party without prior written consent, except as required by law or where the information is already in the public domain through no fault of the receiving party.

This obligation of confidentiality survives the termination of the agreement for a period of two years.

9. Data Protection

The Company processes personal data in accordance with its Privacy Policy, available at www.ilovedigital.co.uk, and in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a data processing agreement if required by applicable law.

10. Limitation of Liability

Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other matter that cannot be excluded or limited under English law.

Subject to the above, the Company’s total aggregate liability to the Client under or in connection with these Terms, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to the Company in the three months immediately preceding the event giving rise to the claim.

The Company shall not be liable for any indirect, consequential, special, or punitive loss or damage, including but not limited to loss of profit, loss of revenue, loss of anticipated savings, loss of data, or damage to reputation, whether or not such loss was foreseeable.

The Company is not responsible for the performance, availability, or security of third-party platforms, tools, or services (including social media platforms, advertising networks, or hosting providers) used in connection with the Services.

11. Warranties and Representations

The Company warrants that it will perform the Services with reasonable skill and care and in accordance with the Proposal.

The Client warrants that:

• It has the legal authority to enter into this agreement and to grant the Company the rights necessary to deliver the Services.
• All materials and information provided to the Company are accurate and do not infringe any third-party rights.
• It will use the Company’s deliverables in compliance with all applicable laws, regulations, and platform terms of service.

Except as expressly set out in these Terms, all warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law.

12. Force Majeure

Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from events beyond that party’s reasonable control, including but not limited to acts of God, pandemic, civil unrest, government action, or failure of third-party infrastructure. The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the impact.

13. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties agree to attempt to resolve the matter through good-faith negotiation in the first instance. If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation before pursuing litigation.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

14. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

15. General

• Entire Agreement: These Terms, together with any Proposal, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and understandings relating to the Services.
• Variation: No variation to these Terms shall be effective unless agreed in writing and signed by authorised representatives of both parties.
• Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s rights to enforce that provision at a later time.
• Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable, it shall be deemed severed from the remaining provisions, which shall continue in full force and effect.
• Assignment: The Client may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations to any group company or successor entity.
• Notices: Any notice required under these Terms shall be given in writing by email (with read receipt requested) or by first class post to the addresses set out in the Proposal or as otherwise notified in writing.

www.ilovedigital.co.uk

These Terms are governed by the laws of England and Wales.