How these terms apply
Where a signed proposal, engagement letter or statement of work exists, these terms supplement it. If the two conflict, the signed agreement governs.
Where no signed agreement exists, these terms are the agreement between us. They are accepted when you instruct, request or accept work from us after these terms have been made available to you — including by a link on a proposal, quotation, engagement email or invoice. Continuing to instruct work after we notify you of a change to these terms constitutes acceptance of the updated version for all work performed after that notice.
Payment due date
Invoices are payable within the period stated on the invoice, which is ordinarily 7 or 14 days from the invoice date. Where an invoice does not state a period, payment is due within 14 days.
Payment must be made in the currency shown on the invoice. Bank transfer, currency conversion and intermediary charges are your responsibility — the amount we receive must equal the invoice total. An invoice is treated as paid on the date cleared funds reach our account.
Hourly work
Where work is charged by the hour, the following apply:
- Any written request from you or your team — email, message or ticket — is authorisation to perform that work and to bill for the time it takes.
- We maintain a record of hours worked and the task each entry relates to. That record is available to you on request and is the basis on which any query about hours will be resolved.
- Rates are those set out in our proposal, quotation or engagement email, or most recently notified to you in writing. Rate changes take effect for work performed after written notice and do not apply retrospectively.
- Where we estimate hours in advance, the estimate is not a cap unless we have agreed a cap in writing.
Late payment — recovery fee
Where an invoice is not paid in full by the due date, a single administrative recovery fee becomes payable in addition to the invoice amount. The fee is the lower of the applicable amount below and 10% of the invoice total, subject to the statutory minimum where one applies.
| Client location | Recovery fee |
|---|---|
| United Kingdom | Lower of £100 and 10% of the invoice, but never less than the statutory sum under the Late Payment of Commercial Debts (Interest) Act 1998 |
| European Union / EEA | Lower of €100 and 10% of the invoice, but never less than the statutory recovery compensation under Directive 2011/7/EU as implemented locally |
| United States & elsewhere | Lower of $100 and 10% of the invoice |
This fee is charged once per overdue invoice. It reflects the administrative cost of chasing, re-invoicing, reconciliation and rescheduling, and is not a penalty.
Late payment interest
Interest accrues daily on the outstanding balance from the day after the due date until payment is received in full, whether before or after judgment.
The rate is 1.5% per month (18% per year), or:
- for UK clients, the statutory rate of 8% above the Bank of England base rate, if that is higher;
- for EU/EEA clients, the applicable statutory late payment rate, if that is higher;
- the maximum rate permitted by applicable law, if that is lower.
Interest compounds monthly on the unpaid balance including accrued interest.
Suspension of services
If any invoice remains unpaid 7 days after its due date, we may suspend all work on your account without further notice and without liability to you. Suspension may include, without limitation:
- pausing campaign management, optimisation and monitoring;
- pausing SEO, development, email and reporting work;
- ceasing all hourly and ad-hoc work, including work already requested but not yet started;
- withholding scheduled deliverables, reports and reviews;
- suspending access to work product held in our systems.
Scope of suspension
This right applies equally to us and to any freelancer or contractor working on your account, and may be exercised in respect of all work we do for you, not only the engagement the overdue invoice relates to.
Suspension does not relieve you of the obligation to pay amounts already invoiced. Where you are on a retainer, retainer fees continue to accrue during any suspension caused by non-payment.
We are not responsible for any loss of ranking, ad performance, lead volume, revenue, platform standing or campaign momentum arising from a suspension under this clause.
Resuming work
Work resumes once cleared funds covering all outstanding invoices, recovery fees and accrued interest have been received. Paused work is rescheduled subject to team availability. Where a suspension exceeds 30 days, we may treat the engagement as ended and require fresh agreement on scope and rates before resuming.
Ownership of deliverables
Ownership of, and any licence to use, deliverables produced by us — including campaign structures, creative, copy, code, templates, landing pages, documentation and tracking configurations — transfers to you only on payment in full for the work in question. Deliverables already deployed to your own accounts or platforms remain in place; this clause restricts new delivery and licence transfer, not access to systems you own.
Recovery costs
You are responsible for all reasonable costs we incur recovering an overdue amount, including collection agency fees, legal fees, court fees and, for UK and EU clients, any reasonable recovery costs recoverable in addition to the fixed sums under the applicable late payment legislation.
Disputed invoices
If you dispute an invoice, you must notify us in writing within 5 days of the invoice date, setting out the specific items disputed and the reason. Where the dispute concerns hours billed, identify the entries in question. We will address the dispute promptly and in good faith.
The undisputed portion of the invoice remains payable by the original due date, and clauses 4, 5 and 6 apply to it. Amounts genuinely and reasonably disputed under this clause do not attract recovery fees, interest or suspension while the dispute is being resolved.
Third-party platform costs
Advertising spend and third-party software subscriptions are billed directly to you by the relevant platform and stay in your accounts. We are not responsible for campaign suspension, data loss, account restriction or lost performance arising from your non-payment to a platform or vendor.
Governing law and jurisdiction
- United Kingdom clients: these terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
- EU / EEA clients: these terms are governed by French law, and the courts of Montpellier, France have exclusive jurisdiction.
- United States and all other clients: these terms are governed by the laws of the Commonwealth of Virginia, and the state and federal courts located in Richmond, Virginia have exclusive jurisdiction.
Nothing in this clause prevents us from pursuing recovery of an undisputed debt in any court with jurisdiction over you or your assets.
Severability
If any provision of these terms is found unenforceable in a given jurisdiction, that provision is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be. The remaining provisions continue in full force.
Changes to these terms
We may update these terms from time to time. The version in force is the version published on this page at the date of the invoice in question. Material changes will be notified to active clients in writing.