BallPoint Digital Marketing Agency Ltd – Digital Marketing Services
Registered in England & Wales
Company Number: 16755874
1. Definitions
“Agency” means BallPoint Digital Marketing Agency Ltd.
“Client” means the individual or business purchasing Services.
“Services” means any digital marketing services provided by the Agency including, but not limited to: website design, SEO, PPC, social media marketing, content creation, branding, consulting, and ongoing marketing support.
“Agreement” means the contract formed between the Agency and the Client.
“SLA” means the Service Level Agreement outlined in Section 21.
2. Scope of Services
The Agency will provide the Services as set out in a written proposal, invoice, or email confirmation.
Any additional services requested by the Client will be treated as additional work and may incur extra charges.
3. Client Responsibilities
The Client agrees to:
Provide accurate information, materials, and approvals.
Supply access to required platforms (e.g. hosting, social media, analytics, ad accounts).
Respond to Agency communications promptly.
Ensure all content provided complies with UK laws and third-party rights.
The Agency is not responsible for delays caused by late content, access restrictions, or lack of communication from the Client.
4. Fees & Payment Terms
The Client agrees to a monthly retainer fee as outlined in the service agreement or proposal.
Payments are due monthly in advance on the 28th of each month.
No VAT is currently charged by the Agency.
Invoices are issued prior to the due date.
If payment is not received by the due date, the Agency reserves the right to pause Services until payment is made.
All payments are non-refundable unless otherwise agreed in writing.
5. Term & Termination
This Agreement begins on the start date and continues on a rolling monthly basis unless otherwise stated.
Either party may terminate with 30 days’ written notice.
The Agency may terminate immediately if the Client: Fails to pay, Breaches the Agreement, Engages in unlawful or unethical behaviour.
All work completed up to termination must be paid for in full.
6. No Guarantee of Results
The Agency will use reasonable skill and care but cannot guarantee specific results, as performance depends on factors outside the Agency's control (e.g. algorithm changes, competition, market conditions).
7. Intellectual Property
All intellectual property created by the Agency remains the property of the Agency until full payment is received.
Once paid in full, ownership may transfer to the Client unless stated otherwise.
The Agency reserves the right to display completed work in portfolios or marketing materials.
8. Confidentiality
Both parties agree to keep all project-related and business information confidential unless disclosure is required by law or with written consent.
9. Data Protection & GDPR
Both parties shall comply with:
UK GDPR
Data Protection Act 2018
The Client confirms that any personal data provided to the Agency is lawful to process.
A Data Processing Agreement (DPA) may be provided if necessary.
10. Third-Party Services
The Agency may use third-party platforms (Google, Meta, hosting providers, etc.).
The Agency is not liable for downtime, changes, suspensions, or failures caused by third parties, nor for additional costs imposed by such providers.
11. Client Approvals & Delays
The Client must review and approve materials within a reasonable timeframe.
Approval or payment delays may extend agreed timelines.
12. Limitation of Liability
To the fullest extent permitted by UK law:
The Agency is not liable for any indirect, incidental, consequential, or financial loss.
The Agency’s total liability is limited to the total amount paid by the Client in the 3 months prior to any claim.
Nothing in this Agreement limits liability for death, personal injury, or fraud.
13. Indemnity
The Client agrees to indemnify and hold the Agency harmless from any claims, damages, or losses arising from:
Content provided by the Client,
Breach of laws or third-party rights,
Misuse of the Services.
14. Non-Solicitation
The Client agrees not to solicit or hire the Agency’s employees, freelancers, or contractors during the Agreement and for 12 months after termination.
15. Amendments
The Agency may update these Terms & Conditions with written notice.
Continued use of Services constitutes acceptance of updated Terms.
16. Force Majeure
The Agency shall not be liable for delays or failure to perform due to events beyond its control (e.g. natural disasters, pandemics, strikes, power outages, third-party failures).
17. Severance
If any provision is found to be unenforceable, the remaining provisions will continue in full effect.
18. Entire Agreement
These Terms, along with any proposal or written agreement, form the entire agreement between the parties and supersede all prior discussions or understandings.
19. Governing Law & Jurisdiction
These Terms are governed by the laws of England and Wales.
Any disputes will be resolved exclusively in the courts of England and Wales.
20. Acceptance
By signing an agreement, paying an invoice, or using the Services, the Client accepts these Terms & Conditions.
21. Service Level Agreement (SLA)
21.1 Purpose
This SLA sets out the level of service, support, and responsiveness the Client can expect from the Agency.
21.2 Service Availability
Business Hours: Monday to Friday, 9:00 AM – 5:00 PM (UK time).
Support Channels: Email and telephone support during business hours.
21.3 Response Times
Critical issues (e.g. website down, ad account suspended): Response within 4 business hours.
Standard requests/queries: Response within 1 business day.
Low priority/general enquiries: Response within 2 business days.
21.4 Performance Monitoring
The Agency will:
Monitor campaign performance regularly.
Optimise campaigns as required.
Provide reports monthly (or as agreed in writing).
Notify the Client of significant changes that may impact performance.
21.5 Maintenance & Updates (if applicable)
For websites or platforms managed by the Agency:
Routine updates and maintenance will be scheduled outside peak business hours where possible.
Backups and security measures will be implemented if included in the service package.
21.6 Service Interruptions
Temporary loss of service may occur due to:
Third-party provider issues,
Scheduled maintenance,
External technical problems.
The Agency will notify the Client and work to restore services as quickly as possible.
21.7 Client Responsibilities
To receive effective service, the Client must:
Report issues promptly via agreed channels.
Provide necessary access/logins.
Approve changes and campaigns in a timely manner.
Maintain their own hardware, devices, and internet connectivity.
21.8 Service Credits
If the Agency fails to meet agreed response times without reasonable cause, the Client may request a service credit of up to 10% of that month’s fee, which will be applied to a future invoice.
Service credits do not apply where delays are caused by the Client or third parties.
21.9 Exclusions
This SLA does not cover:
Issues caused by the Client or unauthorised alterations,
Failures of third-party platforms,
Force Majeure events,
Overdue or unpaid accounts (services may be suspended).
21.10 SLA Review
This SLA will be reviewed annually or upon significant service changes.
Any updates will be communicated to the Client.