Terms & Conditions – Think Red Marketing

1. Definitions

In these Terms:

“Agreement” means these Terms together with any Proposal, Statement of Work, or written correspondence between the parties.

“Services” means the work to be performed by the Agency, including (but not limited to) digital marketing, website design, hosting, print design, and related consultancy.

“Deliverables” means the specific items, materials, or outputs the Agency agrees to produce.

“Client Data” means any data or content provided by you or collected through your systems that we may host, process, or have access to.

“Third-Party Provider” means a third party supplying hosting, software, imagery, or other services used to deliver our work.

2. Formation of Contract

The Agreement is formed when you accept a proposal, quote, or statement of work from us, whether in writing, via email confirmation, or by payment of a deposit.

Any changes or additional work must be agreed in writing.

3. Scope of Services

We will carry out the Services with reasonable skill and care in accordance with the agreed proposal.

Any work not expressly included in the proposal will be treated as out of scope and may incur additional charges.

We may use subcontractors or Third-Party Providers to deliver parts of the Services but remain responsible for their performance.

We do not guarantee any specific results from any services provided.

All results are subject to change without notice due to factors outside our control, including (but not limited to) search engine algorithm updates, platform changes, hosting environments, or domain provider changes.

4. Fees and Payment

All fees are quoted in GBP (£) and exclude VAT unless stated otherwise.

A non-refundable deposit may be required before work begins.

Invoices are due within 14 days unless otherwise stated.

We reserve the right to suspend or terminate services if payment is overdue.

Late payments may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998.

We reserve the right to review and adjust fees to reflect increases in operational costs, third-party charges, inflation, or changes in scope.

For ongoing services (including hosting, maintenance, retainers, and marketing), we may increase fees by providing at least 30 days’ written notice.

Continued use of services after the effective date constitutes acceptance of revised fees.

5. Client Obligations

You agree to:

  • Provide all necessary information, content, and access in a timely manner
  • Ensure all materials supplied (text, images, logos, media) are owned by you or properly licensed
  • Comply with all relevant laws, including GDPR and PECR
  • Ensure your use of services does not infringe third-party rights
  • Maintain valid payment methods for advertising platforms

For paid advertising:

  • You are solely responsible for funding and maintaining advertising accounts
  • Any disruption due to payment issues remains your responsibility

You must obtain valid consent for:

  • Cookies
  • Tracking technologies
  • Marketing communications

We are not responsible for delays or failures caused by your failure to meet these obligations.

If no communication or required materials are provided within 60 days, the project will be deemed cancelled with no refund.

6. Hosting and Technical Services

6.1 Provision of Hosting

We use reputable third-party infrastructure providers.
We do not guarantee uninterrupted uptime.

6.2 Backups and Maintenance

Periodic backups may be performed.
We are not liable for data loss unless caused by our negligence.

6.3 Suspension of Service

We may suspend services for maintenance, security, or non-payment.

6.4 Termination of Hosting

Data exports may be provided within 14 days upon request.
After this, data may be permanently deleted.

7. Data Protection

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8. Intellectual Property

You retain ownership of all materials you provide.

We retain ownership of:

  • Pre-existing materials
  • Frameworks, templates, systems, and code

Upon full payment, you are granted a licence to use the Deliverables for their intended purpose only.

You may not reuse, resell, or redistribute our proprietary materials without written consent.

9. Content Approval & Proofreading (Critical Clause)

It is the sole responsibility of the Client to review, proofread, and approve all content prior to publication, print, or launch.

This includes (but is not limited to):

  • Spelling and grammar
  • Factual accuracy
  • Pricing and service details
  • Contact information
  • Legal or compliance wording

Think Red Marketing accepts no liability for any errors, omissions, or inaccuracies once final approval has been given.

Approval may be given in writing, via email, or implied through confirmation to proceed or publish.

10. Image & Media Licensing (Critical Clause)

The Client is solely responsible for ensuring that all images, graphics, logos, and media used in any project are:

  • Owned by the Client, or
  • Properly licensed for commercial use

Where Think Red sources stock imagery, this is done in good faith using reputable providers. However:

  • We do not guarantee exclusivity unless explicitly agreed
  • We do not accept liability for licensing disputes relating to third-party content
  • We are not responsible for verifying licensing of materials supplied by the Client

The Client agrees to indemnify Think Red Marketing against any claims, costs, damages, or legal actions arising from the unauthorised use of images or media.

11. Confidentiality

Both parties agree to keep confidential information private unless required by law or necessary to deliver services.

12. Warranties and Disclaimers

We will perform services with reasonable skill and care.

All other warranties are excluded to the fullest extent permitted by law.

We do not guarantee:

  • Search rankings
  • Traffic levels
  • Sales or conversions

13. Limitation of Liability

To the fullest extent permitted by law:

Our total liability shall not exceed the fees paid in the previous 3 months.

We are not liable for:

  • Loss of profit
  • Loss of business
  • Loss of data
  • Indirect or consequential loss

Nothing excludes liability for fraud, negligence, or legal obligations that cannot be excluded.

14. Indemnity

You agree to indemnify us against any claims arising from:

  • Your misuse of services
  • Breach of these Terms
  • Use of unlicensed content or data
  • Breach of intellectual property or data protection laws

15. Term and Termination

Either party may terminate with 30 days’ written notice unless otherwise agreed.

We may terminate immediately for:

  • Non-payment
  • Breach of terms
  • Insolvency

Upon termination:

  • All fees become due
  • Services may be suspended
  • Data may be returned or deleted

16. Force Majeure

We are not liable for delays caused by events beyond our control, including:

  • Natural disasters
  • Internet outages
  • Third-party failures

17. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

All disputes fall under the jurisdiction of the courts of England and Wales.

18. Miscellaneous

  • No waiver is valid unless in writing
  • Invalid clauses do not affect the remainder
  • This Agreement supersedes all prior discussions