1. Introduction
Welcome to IDM Consulting. These Terms of Service (“Terms”) govern your use of our digital marketing services, including but not limited to search engine optimisation (SEO), pay-per-click (PPC) advertising, social media marketing, content creation, and website design (collectively, the “Services”). By engaging IDM Consulting for Services, you agree to be bound by these Terms.
2. The Parties
- “Client”, “You”, “Your”: Refers to the individual, company, or legal entity that has engaged IDM Consulting for the provision of Services.
- “IDM Consulting”, “We”, “Us”, “Our”: Refers to IDM Consulting, a UK-based digital marketing agency.
3. Services
- Scope of Work: The specific Services to be provided will be detailed in a separate proposal, contract, or statement of work (“SOW”) which, once agreed upon by both parties, will form part of these Terms.
- Client Responsibilities: The Client agrees to provide all necessary information, access (e.g., to websites, ad accounts, analytics), and timely feedback required for IDM Consulting to perform the Services effectively. Delays caused by the Client may impact project timelines and results.
4. Fees and Payment
- Pricing: All fees for Services will be outlined in the SOW.
- Invoicing: Invoices will be issued in accordance with the payment schedule agreed upon in the SOW.
- Payment Terms: Payment is due within [e.g., 14, 30] days of the invoice date. Late payments may be subject to a statutory interest charge in line with the Late Payment of Commercial Debts (Interest) Act 1998.
- Expenses: The Client is responsible for any third-party costs or expenses incurred on their behalf, such as advertising spend, stock photography licenses, or software subscriptions. These will be itemised in invoices where applicable.
5. Limitation of Liability
- No Guarantee of Business Performance: We provide professional digital marketing services based on our expertise and best practices. However, we do not and cannot guarantee specific business outcomes, sales, leads, or profitability. Digital marketing results are influenced by a wide range of factors outside of our control, including market conditions, competitor activity, consumer behaviour, and changes to search engine algorithms. The Client acknowledges that IDM Consulting is not responsible for the performance of their business.
- Indirect Damages: In no event shall IDM Consulting be liable for any indirect, incidental, special, or consequential damages, including, without limitation, loss of profits, data, or business interruption, arising out of or in connection with the Services or these Terms.
- Total Liability: Our total liability to the Client for any claim arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the Client to us in the [e.g., three, six] months immediately preceding the event giving rise to the claim.
- Third-Party Platforms: We are not responsible for changes, downtime, or performance issues of third-party platforms such as Google, Meta, or other social media channels.
6. Intellectual Property
- Client’s IP: The Client warrants that they own or have the necessary licenses to use all intellectual property, including trademarks, copyrights, and content, provided to us for use in the Services.
- IDM Consulting’s IP: Upon full payment for the Services, any creative work (e.g., ad copy, website designs) created by us specifically for the Client will be transferred to the Client. We retain the right to use the work and project outcomes in our portfolio and marketing materials.
- Proprietary Tools: Any proprietary tools, methodologies, software, or templates used by IDM Consulting to deliver the Services remain our exclusive property.
7. Confidentiality
Both parties agree to treat all non-public information received from the other party as confidential. This includes, but is not limited to, business plans, financial information, client lists, and marketing strategies. This obligation will survive the termination of these Terms.
8. Term and Termination
- Term: The duration of the Services will be specified in the SOW.
- Termination: Either party may terminate the Services with [e.g., 30, 60] days’ written notice. In the event of termination, the Client agrees to pay for all Services rendered up to the termination date.
- Termination for Cause: Either party may terminate these Terms immediately if the other party breaches a material term of this agreement and fails to remedy the breach within [e.g., 14] days of receiving written notice.
9. Data Protection
We will process any personal data provided by the Client in accordance with the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Where we act as a ‘data processor’ on your behalf, a separate Data Processing Agreement (DPA) may be required.
10. General Provisions
- Entire Agreement: These Terms and the SOW constitute the entire agreement between the parties and supersede all prior agreements and understandings.
- Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably agree 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.
- Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed, and the remaining provisions will remain in full force and effect.
- Changes to Terms: We reserve the right to modify these Terms at any time. We will notify the Client of any changes, and continued use of our Services will constitute acceptance of the new Terms.
11. Contact Us
If you have any questions about these Terms, please contact us at:
Jay@idmconsulting.co.uk
By proceeding with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
