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

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

• The Supplier will manage the project using appropriate project management tools and processes.

• The Client agrees to designate key points of contact and provide access to relevant stakeholders.

• All project communications, timelines, and deliverables will be tracked within the agreed project management platform.

• The Client's appointed representatives shall be deemed authorised to make decisions or approvals binding on behalf of the Client.

• Delays in Client responses, content provision, or approvals may impact project timelines, for which the Supplier shall not be held liable.

• Where delays are caused by the Client beyond reasonable project milestones, the Supplier reserves the right to invoice for completed work and/or reschedule project delivery at their discretion.

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.