Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the provision of services by Terrier Agency ("we", "us", "our") to you, the client ("you", "your"). By engaging our services, you agree to be bound by these Terms in full.

Please read these Terms carefully before entering into any agreement with us. If you do not agree with any part of these Terms, you should not proceed with engaging our services.

2. Definitions

"Services" means the digital marketing services provided by Terrier Agency, including but not limited to Search Engine Optimisation (SEO), Generative Engine Optimisation (GEO), influencer marketing, digital marketing consultancy, content strategy, and related services as detailed in the applicable proposal or service agreement.
"Agreement" means these Terms together with any signed proposal, service agreement, or statement of work.
"Deliverables" means any reports, strategies, content, creative assets, or other materials produced by us in the course of providing the Services.
"Confidential Information" means any non-public information disclosed by either party, including business strategies, client lists, campaign data, login credentials, and proprietary methodologies.

3. Services

Terrier Agency provides digital marketing services including:

Search Engine Optimisation (SEO) — technical audits, on-page optimisation, link building, and content strategy.
Generative Engine Optimisation (GEO) — optimisation for AI-powered search and discovery platforms.
Influencer marketing — influencer identification, campaign management, outreach, and performance reporting.
Digital marketing consultancy — strategic planning, competitor analysis, and ongoing advisory services.

The specific scope, deliverables, and timeline for your engagement will be set out in a proposal or statement of work, which forms part of this Agreement.

4. Contract Term and Notice

Unless otherwise stated in your proposal or service agreement, all service engagements run on a rolling basis with 60 days' notice at any point. This means:

Either party may terminate the agreement by giving 60 days' written notice, at any point in the engagement.
There is no minimum term and no long-term lock-in period unless explicitly agreed in writing.
Services will continue to be provided during the 60-day notice period, and fees remain payable for this period.

5. Fees and Payment

5.1 Pricing

Fees for our Services are set out in your proposal or service agreement. All fees are quoted in GBP and are exclusive of VAT unless otherwise stated.

5.2 Payment Terms

Invoices are issued monthly in advance, unless alternative arrangements are agreed in writing.
Payment is due within 14 days of the invoice date.
We accept payment by bank transfer or such other methods as we may agree.

5.3 Late Payment

If payment is not received by the due date, we reserve the right to:

Charge interest on overdue amounts at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Suspend the provision of Services until all outstanding amounts are paid in full.
Terminate the Agreement if payment remains outstanding for more than 30 days past the due date.

6. Client Obligations

To enable us to deliver the Services effectively, you agree to:

Provide timely access to necessary accounts, platforms, and systems (e.g., Google Analytics, Google Search Console, CMS, social media accounts) as reasonably required.
Provide timely feedback, approvals, and information when requested. Delays in your response may impact delivery timelines, and we shall not be liable for any resulting delays.
Ensure that all materials, content, and information you provide to us are accurate, complete, and do not infringe the rights of any third party.
Designate a primary point of contact for communication regarding the Services.
Notify us promptly of any changes to your business, branding, or objectives that may affect the Services.

7. Service Delivery and Reporting

We will use reasonable skill and care in the provision of all Services.
Regular reporting will be provided as outlined in your service agreement, typically on a monthly basis.
We do not guarantee specific rankings, traffic volumes, or revenue outcomes. SEO, GEO, and influencer marketing results depend on many factors outside our control, including search engine algorithm changes, platform policies, and market conditions.
Strategy recommendations are based on our professional expertise and industry best practices, but the decision to implement them rests with you.

8. Intellectual Property

8.1 Our IP

All proprietary methodologies, tools, frameworks, templates, and processes used by Terrier Agency in delivering the Services remain our intellectual property. You are granted a non-exclusive, non-transferable licence to use Deliverables for your business purposes only.

8.2 Client IP

All pre-existing intellectual property belonging to you (including your brand assets, logos, and content) remains your property. You grant us a limited licence to use such materials solely for the purpose of delivering the Services.

8.3 Created Content

Unless otherwise agreed in writing, content and creative assets produced specifically for you as part of the Services will be assigned to you upon full payment of all applicable fees. Prior to full payment, ownership of such content remains with Terrier Agency.

9. Confidentiality

Both parties agree to keep Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except:

To employees, contractors, or advisers who need to know the information for the purposes of the Agreement, provided they are bound by equivalent confidentiality obligations.
Where disclosure is required by law, regulation, or order of a competent authority.

This obligation of confidentiality survives termination of the Agreement for a period of 2 years.

10. Limitation of Liability

To the maximum extent permitted by law, Terrier Agency's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you in the 3-month period immediately preceding the event giving rise to the claim.
We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill, howsoever arising.
Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

11. Termination

11.1 Termination by Notice

Either party may terminate this Agreement by providing 60 days' written notice to the other party, at any point in the engagement. Notice may be given by email to the addresses used for regular communication.

11.2 Termination for Cause

Either party may terminate this Agreement immediately by written notice if:

The other party commits a material breach of these Terms and fails to remedy it within 14 days of receiving written notice of the breach.
The other party becomes insolvent, enters administration, or has a receiver appointed over any of its assets.

11.3 Effects of Termination

Upon termination:

All outstanding fees for Services rendered up to the termination date become immediately payable.
We will provide reasonable handover assistance, including transfer of access to accounts, reports, and assets, within 14 days of the termination date.
Each party shall return or destroy the other party's Confidential Information upon request.

12. Data Protection

Both parties shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as part of the Services, we will enter into a separate data processing agreement. For details on how we handle personal data, please see our Privacy Policy.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, pandemics, government actions or restrictions, power failures, internet or telecommunications failures, cyber attacks, or industrial disputes. The affected party shall notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of such event.

14. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, either party may refer the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If mediation fails, either party may pursue the matter through the courts of England and Wales.

15. General Provisions

Governing law: This Agreement is governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute.
Entire agreement: This Agreement, together with any proposal or statement of work, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to this subject matter.
Amendments: No amendment to these Terms shall be effective unless made in writing and agreed by both parties.
Waiver: A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Assignment: You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to a successor or affiliate.

16. Contact Us

If you have any questions about these Terms, please contact us:

Email: [email protected]
Website: terrieragency.com