Terms and Conditions
Terms and Conditions for the Supply of Services
Effective Date: [July 2025]
These Terms and Conditions ("Terms") set out the basis upon which Mane Incorporated LTD TA -Arrae Media (13532177) of [71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ] ("Arrae Media", "we", "our" or "us") will supply digital-marketing and related services to the person or entity identified in the applicable Order or Statement of Work ("Client", "you" or "your"). By placing an Order, clicking to accept, or otherwise instructing us to begin work, you agree to be bound by these Terms.
1. Definitions & Interpretation
"Agreement" means (i) these Terms; (ii) any Service Tier Schedule(s); (iii) each applicable Statement of Work ("SOW"); and (iv) any Change Request(s) agreed under clause 13. In the event of conflict, the documents take precedence in the order listed above unless expressly stated otherwise in the relevant SOW.
"Deliverables" means any reports, creatives, data, dashboards or other work products we create specifically for you under an SOW.
"Fees" means the charges payable for the Services, excluding third-party ad spend.
Other capitalised terms shall have the meanings given elsewhere in this Agreement. Headings do not affect interpretation and references to statutes include amendments.
2. Agreement Formation
2.1 You may request Services by completing our online checkout, signing an SOW, or emailing an Order referencing a proposal we have issued. An Agreement is formed when we confirm acceptance in writing (including email) or commence performance, whichever occurs first.
2.2 Consumers only. If you are an individual acting for purposes wholly or mainly outside your trade or profession, you have a statutory 14-day right to cancel under the Consumer Contracts Regulations 2013. By asking us to begin Services during this period, you acknowledge that you will lose the right to cancel once the Services are fully performed and may be liable for pro-rata Fees if you cancel after work has begun.
3. Scope of Services
3.1 We shall perform the Services described in each SOW with reasonable care and skill.
3.2 You shall: (a) provide us with all information, materials, accesses and approvals we reasonably require in a timely manner; (b) ensure that any content you supply is accurate, non infringing and compliant with applicable laws and platform policies.
3.3 Unless expressly included in an SOW, we are not responsible for: (a) supplying stock images, copywriting or translations; (b) paying third party ad spend, software licences or platform fees; or (c) legal review of your content.
4. Fees, Expenses & Payment
4.1 Fees are stated in GBP and are exclusive of VAT, which will be charged at the prevailing rate.
4.2 We will invoice monthly in advance unless stated otherwise in the SOW. Invoices are payable within 14 days of the invoice date by bank transfer or approved card.
4.3 Late payments accrue interest at 8 % per annum above the Bank of England base rate (Late Payment of Commercial Debts (Interest) Act 1998) and may result in suspension of Services on 7 days’ notice.
4.4 We may increase Fees annually on 1 January by the percentage increase in CPI (all items, UK) for the preceding 12 months.
4.5 You shall reimburse all reasonable, pre-approved out-of-pocket expenses.
5. Performance Metrics & Service Levels
5.1 We do not guarantee specific rankings, impressions, conversions or return on ad spend. Any projections are illustrative only.
5.2 If an SOW specifies service-level targets ("SLAs"), we will use commercially reasonable efforts to meet them. Your sole remedy for failure to meet an SLA is the service credit described in that SOW.
6. Intellectual Property
6.1 Pre-existing IP. Each party retains ownership of any IP that it owned prior to this Agreement or develops independently of the Services.
6.2 Deliverables. Subject to clause 6.4, we assign to you, with full title guarantee, all IP in the Deliverables upon receipt of full payment.
6.3 We grant you a non-exclusive, worldwide, royalty-free licence to use our proprietary methodologies, templates, code, and know-how incorporated in the Deliverables to the extent necessary to enjoy the Services, but not to sublicense or exploit them separately.
6.4 We may display non-confidential Deliverables in our portfolio and marketing materials unless you notify us in writing that you object (such notice may not be unreasonably withheld).
7. Confidentiality & Data Protection
7.1 Each party shall keep the other’s Confidential Information secret and use it solely for the purpose of performing this Agreement.
7.2 Where we process personal data on your behalf, the Data Processing Addendum ("DPA") at Schedule 1 applies and forms part of this Agreement.
7.3 Both parties shall comply with UK GDPR, PECR, and any other applicable privacy laws. Our Privacy Policy explains how we handle personal data as a controller.
8. Acceptable Use & Platform Policies
You must comply with all applicable laws, the CAP Code, and the acceptable-use policies of Google, Meta, X, TikTok and any other platform we utilise. You shall indemnify us against losses arising from your breach of those rules.
9. Warranties & Disclaimers
9.1 We warrant that we will perform the Services with reasonable care and skill and in accordance with applicable laws.
9.2 Except as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10. Limitation of Liability
10.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10.2 We shall not be liable for: (a) loss of profit, revenue, business, data, goodwill; (b) indirect or consequential loss; (c) delays or failures caused by third-party platforms or networks.
10.3 Our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed 150 % of the Fees paid or payable in the 12 months preceding the event giving rise to the claim.
10.4 If you are a consumer, your statutory rights are not affected.
11. Indemnities
You shall indemnify and hold us harmless against claims, losses, damages and expenses arising out of: (a) content you supply; (b) your breach of platform rules; (c) your use of the Deliverables in breach of this Agreement; or (d) infringement of third-party rights by your materials.
12. Term, Renewal & Termination
12.1 This Agreement commences on the Effective Date and continues until all SOWs have expired or been terminated.
12.2 Unless an SOW states otherwise, either party may terminate an SOW on 30 days’ written notice after the Minimum Term set out therein.
12.3 Either party may terminate immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within 14 days of notice; (b) becomes insolvent; or (c) fails to pay undisputed Fees within 14 days after receiving a written reminder.
12.4 On termination: (a) all unpaid Fees become immediately due; (b) licences granted under clause 6.3 terminate; (c) each party shall return or destroy the other’s Confidential Information; and (d) clauses intended to survive (including 6, 7, 8, 9, 10, 11, 18) shall continue in full force.
13. Change Control
Either party may propose changes to an SOW. No change is binding until both parties sign a written Change Request outlining scope, timeline and any Fee adjustment.
14. Force Majeure
Neither party shall be liable for delay or failure to perform caused by an event beyond its reasonable control (including strikes, network outages, epidemics, war). The affected party shall notify the other and take reasonable steps to mitigate. If the event continues for more than 30 days, either party may terminate the affected SOW on 7 days’ notice.
15. Sub Contracting & Assignment
15.1 We may sub-contract components of the Services (e.g., freelance designers, hosting providers) provided we remain liable for their acts and omissions.
15.2 Neither party may assign or transfer this Agreement without the other party’s prior written consent, except that we may assign to a successor in the event of a merger or sale of substantially all of our business.
16. Compliance
Each party shall comply with all laws and regulations applicable to its activities under this Agreement, including anti-bribery, modern slavery and export-control laws.
17. Governing Law & Jurisdiction
This Agreement and any non-contractual obligations shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, except that if you are a consumer resident elsewhere in the UK or EU you may bring proceedings in your local courts.
18. Dispute Resolution
18.1 The parties shall endeavour to resolve any dispute by good-faith negotiation. If unresolved within 30 days, either party may refer the matter to mediation (CEDR Model Mediation Procedure).
18.2 Nothing prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.
If you are a consumer, you may use the EU Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr.
19. Notices
Notices under this Agreement must be in writing and sent by email to the addresses set out in the SOW (or as updated in writing) or by recorded delivery post. Email notices are deemed received on the next business day; postal notices on the second business day after posting.
20. Updates to these Terms
We may revise these Terms by giving at least 30 days’ notice. Continued use of the Services after the effective date constitutes acceptance. If you materially object, you may terminate the affected SOW within the notice period without penalty.
21. Third-Party Rights
Except as expressly stated, no person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
22. Entire Agreement & Miscellaneous
22.1 The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions.
22.2 If any provision is held unenforceable, the remaining provisions remain in full force.
22.3 No failure or delay by either party to enforce any right operates as a waiver.
22.4 Nothing in this Agreement establishes a partnership or joint venture.
