Terms of Business

These Terms of Business apply to all services provided by Emma Radcliffe trading as Herkess Marketing (the “Consultant”) to any individual or organization purchasing services (the “Client”).

1. Services and Scope of Work 

This agreement outlines the services to be provided by the Consultant. The specific services will be detailed in a separate project proposal or statement of work, but may include:

• Competitive Advantage Consultancy

• Marketing Strategy

• Search Engine Optimisation (SEO)

• Pay-Per-Click (PPC) Advertising

• Public Relations (PR)

• Branding

• Copywriting

• Social Media Management

• Email Campaigns

• Award entry/bid/legal directory submission writing

• Content marketing

Any work requested that is not explicitly covered in the proposal/statement of work will be considered out of scope and may incur additional charges.

2. Fees and Payments

• Pricing: Unless otherwise agreed upon in writing, all services will be charged at a daily rate of £400 (based on a standard working day of 7 hours). Emma Radcliffe, founder of Herkess Marketing, operates as a sole trader and is not registered for Value Added Tax (VAT) in the United Kingdom. All fees quoted are final and represent the total gross amount due. No VAT shall be added to the invoices, and the Client shall have no liability for VAT payments in connection with these services. Should the Consultant’s VAT status change during the term of this agreement, the Client will be given 30 days’ written notice prior to any adjustments.

• Payment Terms: All invoices must be settled within 14 days of the invoice date.

• Late Payments: If an invoice is not paid on time, the Consultant will charge a one-off statutory late fee (£40 for invoices under £1,000, or £70 for invoices up to £10,000) plus interest at the standard UK statutory rate until the invoice is paid in full.

• Additional costs: The daily rate does not include additional expenses such as ad spend, travel costs, or any technical or design outsourcing.

• Third party contracts: Contracts with third-party suppliers (e.g. Google Ads, printing houses, graphic designers) shall be entered into directly by the Client. The Consultant is not liable for payments to third parties.

3. Working Hours and Communication

• Business Hours: The Consultant operates from Monday to Friday, 9:30 AM to 5:30 PM (UK time). Communication and updates will occur during these hours.

• Response Time: While we aim to be prompt, please allow up to 48 business hours for a response to non-urgent queries.

4. Client Responsibilities 

The Client is responsible for providing all necessary information, brand assets (e.g. logos, fonts, images), and access to accounts (e.g. social media logins, website log in details) in a timely manner. Delays caused by the Client in providing this information may affect the ability to deliver work in a timely manner.

5. Review and Approval Process 

To ensure a smooth workflow, the Client agrees to the following procedure for all deliverables:

• Review Period: The Client has three (3) working days from the date of submission to review the work and provide written feedback or final approval.

• Deemed Approval & Payment: If no written feedback is received within this three-day period, the work will be treated as fully approved. The Client agrees that once work is deemed approved under this clause, they cannot refuse or delay payment on the grounds of quality or performance, and the Consultant will proceed to the next stage. 

• Quality Issues: Any concerns regarding the quality of the work must be raised in writing within this initial three-day review period, including specific details and examples of the issues.

6. Intellectual Property 

Upon receiving final payment, the Client will be granted the full intellectual property rights for the work created specifically for their agreement. The Consultant retains all ownership and rights to her own pre-existing templates, marketing strategies, and internal tools used to create the project. The Consultant also retains the right to use any work, including creative and written content, in her portfolio and for promotional purposes, unless otherwise agreed in writing.

7. Termination 

The terms for termination depend on the type of agreement:

• Project Work: If an agreement for a fixed-price project is terminated, the Client is liable for all work completed up to the termination date.

• Retainer Work: Either party may terminate an ongoing retainer agreement with six weeks’ written notice. The Client will be invoiced for any work completed during this notice period.

8. Liability

• Limitation of Liability: The Consultant’s total liability to the Client is limited to the total fees paid under this agreement. While we will use our best efforts, we cannot guarantee specific results, such as a certain number of sales, a specific search engine ranking, press coverage, or the winning of an award.

• Time Limit for Claims: To ensure any issues are resolved promptly, any claim or legal action arising from the services provided must be commenced within twelve (12) months of the date the work was delivered or the agreement was terminated. After this period, both parties agree that no further claims can be made.

9. Force Majeure 

Neither party shall be liable for any failure or delay in performance under this agreement if such failure or delay is caused by a Force Majeure Event, including but not limited to acts of God, war, terrorism, natural disasters, epidemics, government orders, or a significant outage in the internet or communications infrastructure beyond reasonable control.

10. Data Protection & GDPR

• Compliance: Both parties agree to fulfill their obligations under the UK Data Protection Act 2018 and UK GDPR.

• Data Ownership: For any personal data processed under this agreement, the Client remains the Data Controller and the Consultant acts as the Data Processor.

• Scope of Processing: The scope of processing under these standard terms is limited to Client, customer, and prospect contact details (including names, email addresses, telephone numbers, and social media handles) processed solely for the duration of the agreement to deliver the marketing services.

• Client Responsibility: The Client confirms they have the necessary rights and consents to share any personal data with the Consultant. The Client will indemnify the Consultant against any claims or regulatory fines arising from a breach of data privacy laws resulting from data provided by the Client.

• Our Commitment: The Consultant will: (a) Only process data based on the Client’s written instructions; (b) Keep all personal data strictly confidential; (c) Use appropriate technical security measures; and (d) Delete or return all data to the Client upon termination of the agreement, unless legally required to retain it.

11. Entire Agreement 

This document, along with any attached project brief or statement of work, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements, whether oral or written.

12. Severability 

If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect.

13. Governing Law 

This agreement is governed by the laws of England and Wales. Any disputes arising from this agreement will be subject to the exclusive jurisdiction of the English and Welsh courts.

14. Rights of Third Parties 

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.