Terms and conditions of sale

Date: 27th February, 2026

1. INTERPRETATION

1.1 In these terms and conditions, the following definitions apply:

• “Business Day” means a day other than a Saturday, Sunday, or public holiday in England, during the hours of 9:00am to 5:30pm.
• “Group” means Common Thread Group Limited and any entity in which it holds, directly or indirectly, at least 50% of the voting share capital, including but not limited to Ideas + Outcomes Ltd, Ideally Digital Ltd, Threesixty Brands Ltd, and Pull Brand + Creative Ltd.
• “Group Company” means any company forming part of the Group.
• “Company” means Common Thread Group Limited or any Group Company contracting under this Agreement.

1.2 These terms and conditions shall not apply if there is a signed Master Services Agreement (MSA) in place between the Company and the Customer.

1.3 These terms and conditions shall override any conflicting terms in a Proposal, Estimate, or Statement of Work, unless a term in such documents explicitly refers to the provision in these terms and conditions that it is intended to override.

2. COMMENCEMENT AND TERM

2.1 The Agreement shall commence on the earlier of:

• 2.1.1 the date the Customer signs the Proposal, Estimate or Statement of Work executed by the Company; or
• 2.1.2 the date the Customer requests in writing for the Company (being Common Thread Group Limited or any Group Company) to commence the Services as per the Proposal, Estimate or Statement of Work.

2.2 The Agreement shall continue until completion of the Services, which shall be deemed to occur upon the final submission of all deliverables and full payment of the final invoice, unless otherwise stated in the Proposal, Estimate, or Statement of Work.

3. SUPPLY OF SERVICES

3.1 The Company shall supply the Services to the Customer from the Services Start Date in accordance with these terms and conditions.

3.2 In supplying the Services, the Company shall:

• 3.2.1 Perform the Services in a professional manner and with all reasonable care and skill.
• 3.2.2 Perform the Services in accordance with the service description set out in the Proposal, Estimate, or Statement of Work.
• 3.2.3 Create Deliverables that comply with any specification set out in the Proposal, Estimate, or Statement of Work.
• 3.2.4 Comply with the Customer’s brand guidelines and marketing policies provided to the Company at the commencement of the Services.
• 3.2.5 Take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Company may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Agreement.

3.3 Where the Services include search engine optimisation services or an online marketing campaign, the expected output and results of the Services contained in a Proposal are best estimates only, and statements in the Proposal do not guarantee increases in page traffic or ranking or other target achievements. The Customer acknowledges that any reliance on such estimates is at the Customer’s own risk.

3.4 The Company is not responsible for any failure to provide the Services which arises out of any act or omission by a third party outside of the control of the Company or where any assumptions or dependencies set out in a Proposal, Estimate, or Statement of Work are not met.

3.5 Any requests for changes to the agreed Services or Deliverables shall be subject to a written change request process. The Company shall provide an estimate of costs and timeline adjustments before proceeding with any such changes. No additional work shall be undertaken without the Customer’s written approval, except where additional revisions are chargeable under Clause 6.1.1.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer acknowledges that the Company requires the Customer to collaborate with it and carry out certain obligations to enable the Company to provide the Services on time and on budget. The Customer shall therefore cooperate with the Company in all matters relating to the Services.

4.2 If the Company’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, then the Company shall:

• 4.2.1 Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
• 4.2.2 Be entitled to payment of the Price despite any such prevention or delay.
• 4.2.3 Be entitled to invoice for any additional resources required or lost time that has been reserved and lost because of the prevention or delay.
• 4.2.4 Be entitled to levy additional charges in accordance with Clause 6 (Project Delays and Additional Charges).
• 4.2.5 Be entitled to require the Customer to use reasonable endeavours to prevent and mitigate any further delays to the Services.
• 4.2.6 Recover all third-party costs incurred due to the Customer’s delay or cancellation, regardless of whether the related services were delivered. The Customer shall be responsible for reimbursing the Company in full for any such costs.

4.3 The Customer shall not remove the Company’s agreed credits from the final work product.

5. PRICE AND EXPENSES

5.1 The Company shall invoice and the Customer shall pay the Price and Expenses in accordance with the milestones set out in the Proposal, Estimate, or Statement of Work, and if none are set out, then the Company shall invoice the Customer at the start of each month for the Services provided.

5.2 Where the Services are for Training, the Customer must pay the invoice in full prior to the training being delivered. If payment is not made, the Company may suspend the Training until payment has been made in full.

5.3 The Price is exclusive of value added tax (VAT), which the Customer shall additionally be liable to pay at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

5.4 If the Customer fails to make any payment due to the Company under the Proposal by the due date for payment, then, without limiting the Company’s remedies, the Company may suspend all Services until payment has been made in full. For the avoidance of doubt, suspension of Services under this clause includes (but is not limited to) the right to take offline, disable access to, or otherwise suspend any website, digital product, application, hosting service, or other digital asset maintained, hosted, or managed by the Company on behalf of the Customer. The Company shall not be liable for any loss, damage, or inconvenience suffered by the Customer as a result of any such suspension.

5.5 All amounts due under the Proposal from the Customer to the Company shall be paid in full without any set-off or deduction.

5.6 The Company may invoice the Customer for an additional 20% of any paid search or paid social media cost bought by the Company on behalf of the Customer, which amount shall cover the Company’s administrative costs in purchasing the media.

5.7 In addition to the Price for the Services, the Company may invoice a separate amount based on an average day rate of £900 for the time spent planning a media campaign for the Customer.

5.8 Withholding Tax. If any withholding or deduction is required by law to be made by the Customer, the amount of such payment shall be increased by the minimum amount necessary to ensure that after making such withholding or deduction, the Company receives an amount equal to the full amount which would have been received had no such withholding or deduction been required. The Customer shall provide the Company with all documentation necessary to prove that the withholding tax has been paid to the relevant authorities.

5.9 Bank Charges & Transaction Fees. The Customer shall ensure that all payments are made in full, free of any deductions, bank charges, intermediary banking fees, or transaction costs. If any such fees apply, the Customer shall bear the cost to ensure the Company receives the full invoiced amount.

5.10 Tariffs & Government-Imposed Costs. If any new tariffs, import/export duties, or government-imposed costs impact the pricing of the Services, the Company reserves the right to pass these costs on to the Customer. The Company shall provide reasonable documentation of such costs upon request.

5.11 Rate Adjustments for Recurring Work. For any retainer or recurring work, the Company reserves the right to increase prices annually by a combination of (a) the UK Consumer Price Index (CPI) and (b) any additional increase required to reflect changes in operating costs imposed by government regulation, including but not limited to employer National Insurance contributions or other such levies.

5.12 Annual Contract Renewal. Unless notice is given or stated otherwise in the Proposal, Estimate, or Statement of Work, annual contracts shall automatically renew on the anniversary of their start date unless cancelled in writing at least 60 days prior. For the avoidance of doubt, Clause 5.17 shall apply to all retainer fees falling due during any such notice period.

5.13 Late Payment Interest. If the Customer fails to make any payment by the due date, the Company reserves the right to charge interest at the maximum legally permitted rate under the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue daily from the due date until payment is made in full.

5.14 Prepayment for Film & Photoshoots. All film and photoshoot services must be paid in full no later than 10 days prior to the scheduled shoot date. If payment is not received, the Company reserves the right to cancel or reschedule the shoot at its discretion.

5.15 Hosting & Tooling. Where the Company provides Hosting & Tooling services for websites and digital products, the Company may at any time during the Agreement, increase resources required to continue to provide such services to include but not limited to hosting infrastructure, hosting storage, site monitoring, DDOS protection that enables the Company to fulfil its obligations to the Customer. The Company may increase the resources and pass on the additional cost to the Customer of up to 100% increase without prior approval. Increases over 100% require Customer approval.

5.16 Monthly Retainers.

• 5.16.1 Where Services are provided on a monthly or retainer basis, the Customer shall pay by BACS transfer, standing order or Direct Debit.
• 5.16.2 Each instalment is due on the date specified in the Proposal, Estimate or Statement of Work. Any payment not received by the next Business Day shall be deemed late.
• 5.16.3 If two instalments are late in any rolling 12-month period, the Customer irrevocably agrees that all future payments under this Agreement shall be collected by Direct Debit on the due date.
• 5.16.4 If any Direct Debit, standing order, or other automated payment is returned unpaid, dishonoured, or fails for any reason (including but not limited to insufficient funds, cancelled mandates, or incorrect account details):
• 5.16.4.1 The Customer shall pay an administrative charge of £40 per failed payment attempt. This charge is a genuine pre-estimate of the Company’s costs comprising (a) the bank charge or re-presentation fee levied on the Company by its bank or payment processor in respect of the failed collection, and (b) the Company’s internal administrative time in processing the failure, liaising with the Customer, re-requesting payment, and reconciling accounts. This administrative charge is separate from and in addition to any interest or other sums payable under Clause 5.13 (Late Payment Interest) and does not limit or prejudice the Company’s rights under the Late Payment of Commercial Debts (Interest) Act 1998 or any other statutory right or remedy.
• 5.16.4.2 The Company reserves the right to re-present the failed payment together with the administrative charge.
• 5.16.4.3 If two or more automated payments fail within any rolling 12-month period, the Customer irrevocably agrees that all future payments under this Agreement shall be made quarterly in advance. The first quarterly payment shall be due within 14 days of the Company issuing a notice confirming that this provision has been triggered, and shall cover the following three calendar months of Services. Each subsequent quarterly payment shall be due on the first Business Day of each calendar quarter thereafter. The Customer acknowledges and agrees that this obligation arises automatically upon the occurrence of the second failed payment and does not require further agreement, consent, or approval from the Customer.
• 5.16.5 The Customer shall not cancel, vary, or instruct any cancellation of any Direct Debit mandate, standing order, or other payment instruction established in connection with this Agreement without first giving the Company not less than 30 days’ written notice in accordance with Clause 19 (Notices). Any cancellation of a payment instruction without such notice shall constitute a material breach of this Agreement.

5.17 Retainer Notice Periods and Run-Off.

• 5.17.1 Where Services are provided on a retainer or recurring basis and either party serves notice to terminate in accordance with the terms of the Proposal, Estimate, Statement of Work, or this Agreement, the Customer shall remain liable to pay all retainer fees in full for the entirety of the notice period, regardless of whether the Customer provides instructions, briefs, or requests for work during that period.
• 5.17.2 The Company’s entitlement to retainer fees during the notice period is unconditional and is not contingent upon:
• 5.17.2.1 the volume of work requested by the Customer;
• 5.17.2.2 the Customer’s appointment of an alternative supplier;
• 5.17.2.3 the Customer’s decision to transition services to another provider before the expiry of the notice period; or
• 5.17.2.4 any other act or omission of the Customer.
• 5.17.3 The Customer acknowledges and agrees that the retainer fees payable during the notice period reflect the Company’s commitment to maintain resource availability and capacity exclusively for the Customer throughout the notice period, and the Company’s loss of the opportunity to deploy those resources elsewhere or to secure alternative engagements. The Customer confirms that this obligation represents a fair and reasonable commercial bargain and a legitimate protection of the Company’s commercial interests.
• 5.17.4 Upon service of a valid notice of termination by either party in respect of retainer or recurring Services, all retainer fees for the entirety of the remaining notice period shall automatically become due and payable as a single lump sum (the “Notice Period Debt”). The Company shall issue an invoice for the Notice Period Debt, which shall be payable within 14 days of its date. For the avoidance of doubt:
• 5.17.4.1 the Notice Period Debt arises automatically by operation of this Agreement upon service of notice and does not require any further act, election, or demand by the Company;
• 5.17.4.2 the Customer’s obligation to pay the Notice Period Debt is absolute and unconditional and shall not be reduced, discharged, or affected by any subsequent act or omission of either party, including the Customer’s decision not to utilise the Services during the notice period;
• 5.17.4.3 the Notice Period Debt shall be calculated by reference to the monthly retainer fee (or such other recurring fee) applicable at the date notice is served, multiplied by the number of months (or part months, calculated pro rata on a daily basis) remaining in the notice period; and
• 5.17.4.4 the 14-day payment term in this Clause 5.17.4 shall apply notwithstanding any other payment terms, milestones, or payment schedules in this Agreement, the Proposal, Estimate, or Statement of Work.
• 5.17.5 If the Customer cancels, varies, or instructs the cancellation of any Direct Debit mandate, standing order, or other payment instruction at any time after notice of termination has been served (whether by the Customer or the Company), such cancellation shall not affect the Customer’s liability to pay the Notice Period Debt or any other sums due under this Agreement, and such cancellation shall constitute a material breach of this Agreement.
• 5.17.6 If the Customer fails to pay the Notice Period Debt or any part thereof by the due date, such non-payment shall constitute a material breach entitling the Company to exercise its rights under Clause 5.13 (Late Payment Interest) and Clause 9 (Termination), and the Customer shall in addition be liable for all reasonable costs of recovery incurred by the Company, including legal fees on a full indemnity basis.

6. PROJECT DELAYS AND ADDITIONAL CHARGES

6.1 The Company reserves the right to apply additional charges under the following circumstances:

• 6.1.1 Amendments & Revisions. Where not otherwise specified in a Proposal, Estimate, or Statement of Work, the Company shall provide up to two rounds of reasonable revisions to Deliverables as part of the agreed scope. Any additional amendments shall be chargeable at a minimum of £750 per round, unless explicitly stated otherwise in the approved Estimate or Statement of Work. These additional amendments shall be deemed pre-approved upon the Customer’s acceptance of the Estimate or Statement of Work, with no further approval required at the time of revision.
• 6.1.2 Customer Delays. If the performance of the Services is delayed due to any act or omission of the Customer, and an agreed project plan with defined timings is in place, the following charges shall apply:
• 6.1.2.1 Resource Hold Fee. £2,000 per day for each day the Company’s resources are idle due to the Customer’s delay. This applies if the delay occurs without at least 14 days’ written notice and prevents scheduled work from proceeding.
• 6.1.2.2 Rescheduling Charges. If the delay results in work needing to be rescheduled, the Customer shall pay a £1,500 rescheduling fee plus any third-party cancellation or rebooking fees incurred.
• 6.1.2.3 Third-Party Costs Due to Delays. The Customer shall be responsible for reimbursing the Company for any third-party costs incurred due to the delay, regardless of whether the related services were delivered.
• 6.1.2.4 Extended Project Fee. If a delay extends the project timeline by more than 3 weeks, the Company shall be entitled to invoice an additional fee equal to the greater of 20% of the remaining project value or £2,500 to cover administrative and lost opportunity costs.
• 6.1.3 Reactivation Fees for Unresponsiveness. If the Customer is unresponsive for more than 10 business days, the Company reserves the right to pause the project. A reactivation fee shall apply to restart work, calculated as the greater of 10% of the project value or £2,500, unless otherwise agreed in writing.
• 6.1.4 Total additional charges for project delays shall not exceed 50% of the original contract value or the total value of delays beyond three months, whichever is higher.

7. LIMITATION OF LIABILITY

7.1 The restrictions on liability in this clause apply to every liability arising under or in connection with the Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.

7.2 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

• 7.2.1 Death or personal injury caused by negligence;
• 7.2.2 Fraud or fraudulent misrepresentation; and
• 7.2.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.3 Subject to Clause 7.2, the Company’s total liability to the Customer shall not exceed 100% of the Price set out in the Proposal, Estimate, or Statement of Work.

7.4 Subject to Clause 7.2, the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, and indirect or consequential loss.

7.5 The Company shall not be liable for:

• 7.5.1 Any losses, costs, or damages caused by delays or failures attributable to third-party suppliers, contractors, platforms, or service providers engaged by or on behalf of the Customer.
• 7.5.2 Any issues or defects arising from information, materials, or instructions provided by the Customer, where the Company was not made aware of potential problems.
• 7.5.3 Any errors, omissions, or inaccuracies in the Deliverables that have been reviewed and signed off by the Customer.

7.6 The Company has given commitments as to compliance of the Services with relevant specifications in Clause 3. In view of these commitments, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Ideas and Concepts. The Company shall retain ownership of all creative ideas and pitches presented to the Customer which do not form the final work product approved by the Customer.

8.2 License to Final Work Product. The Company shall grant the Customer a license to use the final work product on the terms set out in a Proposal, Estimate, or Statement of Work. Where the final work product is a website or software application, the following provisions shall apply instead:

• 8.2.1 The Company retains ownership of any pre-existing intellectual property rights owned by it, or which are developed separately from the Proposal, Estimate, or Statement of Work, and any technology background.
• 8.2.2 On payment of the total Price under the Proposal, Estimate, or Statement of Work:
• 8.2.2.1 The Company assigns to the Customer the Intellectual Property Rights in the Front-End Visuals of the website or software app; and
• 8.2.2.2 The Company grants the Customer, on a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable basis (with the right to grant sublicenses), the right to use the technology background with the Front-End Visuals (including any further updated version).

8.3 Third-Party Content. Where the Company uses third-party content in the work product created for the Customer, then the Customer shall only use that content in accordance with the license acquired by the Company for the Customer.

8.4 Warranty on Intellectual Property. The Company warrants that the final work product created for the Customer shall not infringe third-party intellectual property rights, save that this warranty does not cover infringements arising out of Customer Materials which the Customer asks the Company to use in the work product or arising out of designs provided by the Customer. The Customer shall indemnify the Company against all claims, damages, losses, and expenses (including legal fees) arising out of or in connection with any infringement caused by the Customer-provided content.

8.5 Modifications by the Customer. Any modifications made by the Customer to the final work product do not transfer any ownership rights unless specifically agreed in writing.

8.6 The Company shall retain the right to use and repurpose any general methodologies, concepts, techniques, or industry knowledge developed during the performance of the Services, provided that no confidential information of the Customer is disclosed or used in a manner that would infringe the Customer’s intellectual property rights.

8.7 The Company shall only be required to provide the Customer with the final deliverables in the agreed format(s). The Company shall retain ownership of all working files, raw assets, drafts, and source materials (including but not limited to layered design files, raw video footage, source code, and proprietary templates), unless otherwise agreed in writing.

8.8 Reversion of Intellectual Property on Non-Payment or Breach. If the Agreement is terminated as a result of the Customer’s material breach (including non-payment) or if the Customer fails to pay the total Price in full, any licence or assignment of Intellectual Property Rights granted to the Customer under this Clause 8 shall immediately and automatically revoke and revert to the Company without the need for any further notice, act, or formality. Upon such reversion, the Customer shall immediately cease all use of the Deliverables, remove them from any website, platform, publication, or medium, and confirm in writing to the Company that it has done so. The Customer shall not acquire any rights in the Deliverables by reason of any prior use.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• 9.1.1 The other party commits a material breach of any term of the Agreement and fails to remedy that breach within 14 days after being notified to do so;
• 9.1.2 The other party takes any step or action in connection with entering administration, provisional liquidation, or any arrangement with creditors (other than for a solvent restructuring);
• 9.1.3 The other party is wound up (voluntarily or by court order, unless for a solvent restructuring);
• 9.1.4 The other party has a receiver appointed to any of its assets or ceases to carry on business;
• 9.1.5 The other party suspends, threatens to suspend, or ceases to carry on all or a substantial part of its business; or
• 9.1.6 The Company reasonably determines that the Customer’s credit rating has fallen to a high-risk category, indicating a material risk of non-payment.

9.2 Late Payment as Material Breach. The Customer acknowledges and agrees that the failure to pay any amount due under this Agreement by the due date for payment shall constitute a material breach of this Agreement. Without limiting any other right or remedy available to it, the Company may:

• 9.2.1 Immediately suspend all Services (including the suspension of any website, digital product, or hosting service in accordance with Clause 5.4) upon giving written notice to the Customer;
• 9.2.2 If the Customer fails to remedy the breach by making payment in full (including any interest due under Clause 5.13 and any administrative charges due under Clause 5.16.4) within 14 days of receiving written notice from the Company, terminate this Agreement with immediate effect;
• 9.2.3 Upon such termination, the full remaining contract value for the entirety of the Agreement (including all fees that would have been payable for the unexpired term of any retainer, recurring arrangement, or project) shall automatically become immediately due and payable as a debt, without the need for any further invoice, demand, or notice. For the avoidance of doubt, where the Agreement includes retainer or recurring Services and a Notice Period Debt has arisen or would arise under Clause 5.17.4, the sums recoverable under this Clause 9.2.3 shall be inclusive of (and not in addition to) any such Notice Period Debt, so as to avoid double recovery; and
• 9.2.4 Recover as a debt all outstanding invoices, the full remaining contract value (subject to Clause 9.2.3), interest under Clause 5.13, administrative charges under Clause 5.16.4, and all reasonable costs of recovery (including legal fees on a full indemnity basis).

9.3 On termination of the Agreement for whatever reason:

• 9.3.1 The Customer shall immediately pay to the Company all outstanding unpaid invoices and interest.
• 9.3.2 Save where the Agreement is terminated by the Customer as a result of the Company’s material breach under Clause 9.1.1, the Customer shall remain liable to pay the full remaining contract value for the project or retainer, regardless of whether all deliverables have been completed or all Services have been provided. No refunds shall be provided for work already undertaken.
• 9.3.3 The Customer shall reimburse the Company for all third-party costs, expenses, or contractual commitments incurred before the date of termination, regardless of whether the related services have been delivered.
• 9.3.4 The Company shall return or delete all Customer Materials.
• 9.3.5 Any provision of the Agreement intended to survive termination shall remain in force.

9.4 The Customer shall have no right to terminate for convenience once the Estimate or Proposal has been approved.

9.5 The Customer shall indemnify the Company in full against all costs, charges, and expenses (including but not limited to legal fees on a full indemnity basis, court fees, enforcement costs, debt recovery agency fees, credit reference agency fees, tracing agent fees, and all pre-action correspondence costs) reasonably incurred by the Company in connection with the recovery or attempted recovery of any sums due under this Agreement, the enforcement of any rights under this Agreement, or the exercise of any remedy available to the Company under this Agreement or at law. This indemnity shall apply regardless of whether legal proceedings are commenced and shall survive termination of the Agreement.

10. ASSIGNMENT & GROUP COMPANIES

10.1 This Agreement is entered into with the Company identified in the Proposal, Estimate or Statement of Work.

10.2 Any Group Company may perform Services, provide Deliverables or issue invoices under this Agreement, using any Group resources.

10.3 The Company remains fully responsible for the performance of all Services and compliance with these terms, even if another Group Company performs or assists with them.

10.4 The Customer may not assign or novate this Agreement or any rights under it without the prior written consent of the Company.

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, or pricing and commercial terms of the other party except as permitted by Clause 11.2.

11.2 Each party may disclose the other party’s confidential information:

• 11.2.1 To its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that these individuals comply with this clause.
• 11.2.2 As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

11.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

11.4 Unless the Customer notifies the Company otherwise in writing, the Company may refer to the Customer as a client of the Company in its marketing materials and may use the Services as a marketing case study.

12. ENTIRE AGREEMENT

12.1 This Agreement, together with any accompanying Proposal, Estimate, or Statement of Work (where applicable), constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that in entering into the Agreement, it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

12.3 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives), and an exchange of emails will be acceptable.

13. NON-SOLICITATION

13.1 The Customer agrees that during the term of this Agreement and for a period of 12 months after its termination, it shall not, directly or indirectly, solicit for employment, hire, or engage any employee, consultant or sub-contractor of the Company who was involved in providing the Services.

13.2 If the Customer breaches this clause and employs or engages the employee of the Company, the Customer shall pay the Company an amount equal to 125% of that person’s annual financial remuneration. The parties agree that this sum represents a genuine pre-estimate of the Company’s loss.

13.3 If the Customer breaches this clause and employs or engages the consultant or sub-contractor of the Company, the Customer shall pay the Company an amount equal to 100% of that consultant or subcontractor’s fee. The parties agree that this sum represents a genuine pre-estimate of the Company’s loss.

14. SEVERANCE (IF A CLAUSE IS INVALID)

14.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

14.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

14.3 If a provision is found to be invalid or unenforceable, the parties shall, where possible, negotiate in good faith to replace it with a valid and enforceable provision that reflects the original intent and purpose of the Agreement.

15. THIRD-PARTY RIGHTS

15.1 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

16. EXCLUSIVITY

The Company does not grant exclusivity to any Customer unless expressly agreed in writing. If exclusivity is required, it must be agreed in advance and reflected in the pricing structure. Exclusivity shall be mutual, meaning the Customer agrees that any services the Company provides must be sourced exclusively from the Company and not from any other provider. Any exclusivity agreement shall be subject to a fixed term and reviewed periodically.

17. DISPUTE RESOLUTION

17.1 In the event of any dispute regarding the quality or performance of the Services by the Company, the Customer shall provide written details specifying the objective and measurable basis for the dispute. Subjective opinions, preferences, or matters of creative judgment shall not constitute grounds for a dispute.

17.2 In the event of a dispute, senior representatives (Director level or higher) from each party shall meet within 14 days to attempt resolution before referring the matter to mediation. These representatives shall have full decision-making authority to settle the dispute, ensuring efficient resolution. During this period, each party shall act in good faith, including scheduling at least one in-person or virtual meeting to seek resolution.

17.3 If the dispute remains unresolved after this 30-day period, the parties shall first attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

17.4 Only if mediation is unsuccessful may either party resort to legal action via the courts or arbitration, as specified in Clause 18 (Governing Law).

18. GOVERNING LAW & JURISDICTION

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

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

18.3 If both parties agree in writing, any dispute under this Agreement may be referred to binding arbitration under the rules of the London Court of International Arbitration (LCIA) or another mutually agreed arbitration body. The arbitration shall take place in London, and the decision of the arbitrator(s) shall be final and binding.

19. NOTICES

19.1 Any notice given under or in connection with this Agreement shall be in writing and shall be delivered by email.

19.2 Notices to the Company shall be sent to the email address specified in the Proposal, Estimate, or Statement of Work, or if none is specified, to the Company’s registered office address.

19.3 Notices to the Customer shall be sent to both:

• 19.3.1 the Customer’s usual day-to-day contact at the Company (being the individual with whom the Company ordinarily corresponds in relation to the Services); and
• 19.3.2 the email address specified in the Proposal, Estimate, or Statement of Work, or if none is specified, the email address from which the Customer approved or signed the Proposal, Estimate, or Statement of Work.

19.4 A notice sent by email shall be deemed received:

• 19.4.1 if sent on a Business Day before 5:30pm, on the day it is sent; or
• 19.4.2 if sent on a Business Day after 5:30pm, or on a day that is not a Business Day, at 9:00am on the next Business Day.

19.5 Notices sent to a generic or unmonitored email address (such as info@, enquiries@, or similar) shall not constitute valid notice under this Agreement.

19.6 Either party may update its notice details by giving not less than 5 Business Days’ written notice to the other party in accordance with this Clause 19.