Terms and Conditions 2025
PAUL SULLIVAN MARKETING LTD

2. SPECIFICATION OF SERVICES

Definitions of Key Commercial Terms:

• "Sprint" means a focused period of work, typically lasting between 2 to 6 weeks, during which specific project milestones are delivered.

• "Outcome-Based Incentives" refers to additional compensation payable by the Client, subject to agreed performance metrics outlined in the Order Form or associated documents.

2.1 Services Rendered:

• Design: Iterative designs using HTML, CSS. Two or more weekly reviews.

• Text Content: Not included unless quoted separately.

• Photographs: Client to supply high-resolution assets. Stock imagery or sourcing quoted separately.

• Browser Testing: Current major browsers only. Older browser support quoted separately.

• Mobile Testing: Limited to specified devices. Additional devices quoted separately.

• Technical Support: Hosting setup assistance offered separately.

2.2 Specification Process:

• Scope defined collaboratively.

• Changes post-specification incur additional charges.

• 3rd party costs and milestone dates specified.

3. FEES AND PRICING STRUCTURE

3.1 Pricing Model: Hybrid structure combining project fees, retainers, and performance-based incentives.

3.2 Minimum Engagement Levels:

 

3.3 Annual Price Review & Inflation Adjustment: Fees increase annually by the greater of:

• UK Retail Price Index (RPI) change; or

• Fixed 5% uplift. Written notice provided 30 days in advance.

3.4 Performance & Outcome-Based Incentives: Applicable where agreed in writing, linked to:

• Pipeline growth, revenue contribution, forecast improvements, account expansion.

3.5 Specific Rates/Charges (exc. VAT):

• Hosting from £1,559.88 annually

• Design £600/day; weekends £750/day.

• Development £120/hour; weekends £160/hour.

• Contracted Support from £80/Hour

• Non-contracted Support £120/Hour

• Out-of-hours non-contracted support £180/Hour

3.6 Fees

Fees and minimum engagement levels are outlined in the applicable Statement of Work or Order Form provided to each client. Project-based pricing, sprint fees, and retainers vary based on scope, timeline, and service area.

4. PAYMENT TERMS

• Standard Website projects: 40% upfront, 30% interim, 30% final (unless otherwise agreed).

• Growth-Driven Design Websites: Fixed fee upfront, monthly retainer 6, 12, 18 months.

• Late content provision triggers immediate payment.

• Overdue payments accrue 4% above Monzo base rate.

• Hosting payments per Hosting section.

• Recurring payments by Direct Debit.

• Price increases require 2 months' notice.

The Client's acceptance of this Contract is evidenced by any of the following: (i) signing the Order Form; (ii) written confirmation by email; (iii) payment of the deposit or other invoiced sums; or (iv) instructing the Supplier to commence work.

The Client agrees to pay the Fees as consideration for the Supplier delivering the Services, and both parties acknowledge that such mutual exchange of value constitutes valid consideration sufficient to create a legally binding contract.

5. HOSTING

• £129/month, billed annually.

• 30 days' cancellation notice required.

• 3rd party providers manage support timeframes.

• Non-payment may incur additional fixes at standard rates.

• Includes plugin updates, Google Analytics integration, and monthly reports.

6. WEBSITES

• Standard Website projects: 40% upfront, 30% interim, 30% final (unless otherwise agreed).

• Growth-Driven Design Websites: Fixed fee upfront, monthly retainer 6, 12, 18 months.

7. MARKETING TERMS

• Fixed 6, 12, 18, 24, 36-month terms.

• Renewal automatic unless cancelled with 30/60 days' notice.

• Points-based retainer system; unused points forfeit bi-monthly.

8. ACCEPTANCE TESTING & WARRANTY

• 7 days' notice for acceptance tests.

• Issues remedied before retesting.

• Live launch prior to tests constitutes acceptance.

• Warranty: 90 days if hosted by Supplier; 30 days otherwise.

• Warranty void if negligence occurs.

9. CLIENT OBLIGATIONS

• Provide content, assets, feedback per deadlines.

• Designated representatives bind Client to instructions.

10. MUTUAL COOPERATION

• Supplier and Client to collaborate for successful delivery.

10.1 Project Management & Collaboration Terms

The Supplier shall manage all projects using appropriate tools and Agile delivery methods, including sprint planning, stakeholder check-ins, and transparent tracking via the agreed project management platform. The following terms apply:

a) Client Inputs & Responsibilities

• The Client shall appoint a primary point of contact empowered to make binding decisions.

• The Client shall provide all required assets, feedback, credentials, and approvals in line with mutually agreed timelines.

• Delays in client response or provision of required materials may cause timeline slippage. The Supplier shall not be held liable for delays arising from such causes.

b) Timelines & Delay Fees

• Where the Client causes delays exceeding ten (10) working days from any agreed milestone, the Supplier reserves the right to:

  • Invoice for all completed work to date;

  • Charge a delay fee of 15% of the project value or £500/day of allocated resource time, whichever is greater;

  • Apply a £1,000 re-engagement fee to rebook delivery capacity and re-align resources.

c) Approvals & Feedback

• Deliverables are subject to a maximum of two (2) rounds of revisions unless otherwise agreed in the SOW.

• Feedback must be provided within five (5) working days of delivery.

• Additional revisions or delayed feedback may result in scope changes and additional fees.

d) Meetings & Reporting

• Regular check-ins will occur post-sprint or at agreed intervals.

• Meeting agendas will be shared at least 24 hours in advance. Summaries will be provided within 24 hours post-meeting.

e) Change Control

• All out-of-scope work must be agreed in writing via a signed Change Request or updated SOW.

• Out-of-scope items are tracked weekly and reviewed for prioritisation.

f) Escalation Procedure

• Initial concerns should be raised with the Project Manager.

• If unresolved, the Client may escalate directly to Paul Sullivan at [insert email/phone].

• Acknowledgement of escalations will occur within 4 hours, with a resolution plan within 24 hours.

Updated 29/07/2025

11. CHANGE CONTROL & REVISIONS

• Additional work quoted separately.

• Specification changes incur market-rate charges.

• All changes require signed SOW by Client and Supplier

12. SERVICE LEVEL AGREEMENT (SLA)

• Standard hours: Mon-Fri, 9am-6pm GMT.

• Emergency response within 4 hours.

• Meetings scheduled during standard hours unless otherwise agreed.

13. INTELLECTUAL PROPERTY RIGHTS

• Supplier retains pre-existing and newly created IPR.

• Client granted non-exclusive license for project use.

• Third-party IPR licensed appropriately.

• Client assures rights to supplied content.

14. CONFIDENTIALITY

• Mutual confidentiality maintained.

• Required disclosures permitted by law.

15. LIABILITY & LIMITATIONS

• Liability excluded for profit loss, goodwill, indirect loss.

• Total liability capped at contracted price.

16. TERMINATION

• 30 days' notice for termination (marketing terms subject to minimum periods).

• Immediate termination for non-payment or material breach.

• Insolvency or administration triggers Supplier rights.

17. NON-DISCLOSURE AGREEMENT (NDA)

• Both parties acknowledge that during the course of the engagement, they may have access to each other's confidential information, including but not limited to, technical, financial, commercial, or strategic information, whether oral, written, or electronic ("Confidential Information").

• Each party agrees to keep all Confidential Information strictly confidential, not to disclose it to any third party without prior written consent, and to use it solely for the purpose of fulfilling their obligations under this Contract.

• This obligation of confidentiality will survive termination of the Contract for a period of 5 years.

• Confidential Information does not include information that: (i) is or becomes publicly known other than through breach of this clause; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without access to the other party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order.

18. GENERAL TERMS

• Force majeure applies.

• Subcontractors may be used.

• Both parties expressly intend this Contract to create legally binding obligations and to be enforceable in accordance with its terms.

• Terms governed by and construed in accordance with the laws of England and Wales.

• The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising under or in connection with this Contract.

• Variations only valid if in writing.

• Invalid provisions modified or removed.

• Supplier terms take precedence.

• Third-party rights excluded.

These Terms of Engagement are issued by Paul Sullivan Marketing Limited (t/a Arise GTM) and apply to all projects, retainers, and advisory services unless otherwise agreed in writing. By signing the associated Order Form, issuing written confirmation, making payment, or instructing Arise GTM to commence work, the Client acknowledges and accepts these terms in full.

Version	Summary of Changes	Date Issued	Issued By
v1.0	Initial unified Terms of Engagement release	01 May 2025	Paul Sullivan
v1.1	Added Clause 10.1: Project Management Framework	29 July 2025	Paul Sullivan
v1.2	Delay Fee and Re-engagement Clause added	29 July 2025	Paul Sullivan
v1.3	Fees statement added	29 July 2025	Arise GTM Ops Team