TERMS AND CONDITIONS FOR SUPPLY OF SERVICES

The Buyer’s attention is particularly drawn to Clause 11 (Limitation of Liability).

1. Definitions

• Seller / We / Us: Meridian Media Ltd of 74 Winton Avenue, Blackpool, Lancs, FY4 4LF (Company Number 15779091).
• Buyer / You: The person or entity who buys or agrees to buy the Goods and/or Services from the Seller.
• Conditions: The terms and conditions of sale set out in this document and any special terms agreed in writing by the Seller.
• Goods: The items the Buyer agrees to buy from the Seller as set out in the Order.
• Price: The price for the Goods/Services, excluding VAT and any carriage, packaging, and insurance costs.
• Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, whether registered or unregistered, in any part of the world.
• Order / Estimate: The Buyer’s order for the supply of Services, as set out by the Buyer’s written acceptance of the Seller’s provided estimate or proposal.
• Services: The digital marketing services supplied by the Seller to the Buyer (e.g., SEO, PPC, social media marketing, web development, hosting) as set out in the Order.

2. Conditions of Service

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase.

2.2 Acceptance of commencement of the Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.3 We reserve the right to decline work that we deem unethical, illegal, or harmful to our reputation.

2.4 We reserve the right to amend these Terms from time to time. Any changes will be posted on our website and deemed accepted if you continue to use our services after the change.

3. Price, Fees, and Payment

3.1 The Price shall be the price quoted in the estimate. A deposit of 20% to 25% (as outlined in the Estimate) may be required before work commences, along with the full amount of any additional software licenses required.

3.2 Payment of the Price shall be due within 14 days of the date of the Seller’s invoice unless otherwise stated.

3.3 Direct Debit: All monthly recurring services require an active Direct Debit Mandate. Additional work quoted for a client with an active mandate will also be collected via Direct Debit. Cancelling a Direct Debit may temporarily suspend any ongoing services until a new mandate is set up and outstanding balances are cleared.

3.4 Late Payments: Interest on overdue invoices shall accrue from the date payment becomes due, calculated daily at the rate of 8% per annum above the Bank of England base rate, compounded monthly.

3.5 Price Increases: To account for inflation, market conditions, and increased costs, we reserve the right to review and change prices annually. Any increase will be notified in writing at least 60 days in advance and will not exceed 10% per year unless otherwise agreed.

3.6 Value Added Tax (VAT): For the avoidance of doubt, should the we become registered for Value Added Tax (VAT) at any point in the future, the addition of VAT to our invoices is a statutory tax requirement and shall not be classified as a “price increase” under Clause 3.5. Furthermore, any subsequent adjustments to the prevailing rate of VAT mandated by law will also fall outside of the 10% annual price increase cap.

3.7 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.

4. Supply of Services and Performance

4.1 The Seller agrees to undertake the Services in accordance with any brief and deadline agreed with the Buyer, managing the Services in an expert and diligent manner.

4.2 While we aim to deliver the best possible results, we do not guarantee specific outcomes (e.g., search engine rankings, ROI, leads, sales) unless expressly stated. The Services are provided on an “as is” and “as available” basis. Performance depends on factors outside our control, including market conditions and algorithm changes.

4.3 The Seller is free to undertake other engagements, provided they do not lead to a conflict of interest.

5. Buyer’s Obligations

5.1 The Buyer shall:

• Ensure that the terms of the Order are complete and accurate.
• Provide timely access to all information, assets, approvals, and resources necessary for us to perform the Services.
• Obtain and maintain all necessary licenses, permissions, and consents required before the Services start.
• Warrant that any materials or content provided do not infringe on the intellectual property rights of any third party.

5.2 If the Seller’s performance is prevented or delayed by any act, omission, or failure by the Buyer (Buyer Default), the Seller has the right to suspend performance until the Buyer remedies the default. The Buyer shall reimburse the Seller for any costs or losses sustained arising from a Buyer Default.

6. Intellectual Property

6.1 We retain ownership of all Intellectual Property Rights developed by us prior to or during the engagement, including all Seller Materials, unless otherwise agreed in writing.

6.2 Upon full payment, you are granted a non-exclusive, non-transferable license to use the deliverables created specifically for you.

6.3 We reserve the right to showcase our work for you in our portfolio and marketing materials unless otherwise agreed.

7. Confidentiality

7.1 Both parties agree to keep confidential all trade secrets and information designated as confidential regarding the business and financial affairs of either party.

7.2 The Seller shall not use Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services. This obligation survives the termination of the agreement.

8. Service Level Agreement (SLA)

8.1 Service Availability: We aim to provide uninterrupted services; however, occasional downtime for maintenance and upgrades may occur. We will notify you in advance of scheduled maintenance. We shall not be liable for any loss of income or business arising from downtime.

8.2 Response Times: We strive to respond to Standard enquiries within 48 hours (9:00 AM – 5:00 PM, Mon-Fri), Priority enquiries within 4 hours, and offer Emergency support on a case-by-case basis (which may incur additional charges). Enquiries made outside business hours are treated as received at 9:00 AM the next working day. 8.3 Resolution Times: We aim to resolve minor issues within 2 business days, medium issues within 5 business days, and complex issues within 10 business days. 8.4 Service Credits: If we fail to meet the standards in this SLA, we may offer service credits up to a maximum of 10% of the monthly fees for the affected service, determined case-by-case. 8.5 Exclusions: The SLA does not cover issues caused by the Buyer’s failure to follow instructions, third-party service providers (e.g., software outside our control), or Force Majeure events.

9. Service-Specific Provisions

9.1 Hosting Services

• Hosting is billed monthly via Direct Debit. If the mandate is cancelled or fails repeatedly, the service will be suspended at the start of the next billing period, disabling the website, domains, and attached emails.
• To reactivate a suspended account, all missed payments must be cleared. We reserve the right to change the billing frequency to annual if monthly payment issues persist.
• Suspended accounts are held for three months. If unresolved, all assets (websites, inboxes) will be deleted, and domains released at their next renewal date.
• Account owners may request server-side control panel access but accept full responsibility for any issues arising from their (or their appointed person’s) actions. We reserve the right to charge £45 per hour to fix such issues.
• In the event of server-side downtime, the client is entitled to compensation relative to the downtime against that month’s bill. However, we are not responsible for downtime caused by client backend interactions, weak client security, or large-scale disasters.
• Third-Party Built Sites: We can host WordPress sites built by third parties but cannot be held responsible for existing or developing functionality/performance issues. Work on these sites is quoted job-by-job and billed via Direct Debit or immediate invoice.

9.2 Web Design

• A 20% deposit plus full software license costs, and an active Direct Debit for hosting, are required before work begins.
• The Buyer must provide required content in a timely manner. We are not responsible for missed deadlines if content or deposits are delayed.
• Delays: If a month passes without receiving requested content/feedback for a draft or final sign-off, we reserve the right to charge the remaining balance via Direct Debit. We will complete the site when the Buyer is ready.
• Upon final sign-off and receipt of final payment, the website will be published and submitted to search engines. Any subsequent work or changes will be quoted separately.

9.3 Ads Management (PPC/SEO)

• Budgets must be agreed upon in writing. It is the Buyer’s responsibility to keep up to date with payments due directly to ad providers (e.g., Google, Meta).
• While ads drive traffic, it is the Buyer’s responsibility to close sales and verify product viability.
• Management fees are due even if campaigns are paused due to late third-party payments or client verification requests.
• We have no control over third-party algorithm changes and cannot be held liable for resulting performance fluctuations.

9.4 Social Media Management

• Any content supplied by the Buyer is assumed to be suitable, free from copyright infringement, and legally compliant. If a post must be removed due to unsuitability, it still counts toward the deliverable quota for that period.
• The Buyer retains sole responsibility for community management, including monitoring and responding to all public comments and direct messages, as an extension of their own customer service.

10. Term and Termination

10.1 This Agreement shall commence on the date the estimate is accepted and continue indefinitely unless terminated.

10.2 Either party may terminate monthly recurring services (including Ads and Social Media management) by providing one full month’s written notice.

10.3 Meridian Media reserves the right to terminate agreements immediately and without payment in lieu if the Buyer commits a material breach, fails to remedy a default, becomes insolvent, or acts in a manner manifestly prejudicial to the Seller’s interests.

10.4 Termination does not relieve the Buyer of outstanding payments. Upon termination, the Seller will deliver any completed work upon full payment and the Buyer must return all Seller property.

11. Limitation of Liability

11.1 Nothing in these Conditions limits liability for death or personal injury caused by negligence, fraud, or defective products under the Consumer Protection Act 1987. 11.2 Subject to Clause

11.1, the Seller shall under no circumstances be liable to the Buyer for any indirect, incidental, special, or consequential damages, including loss of profit or business interruption.

11.3 Our total liability for any claim related to the Services shall not exceed the total amount paid by you for those Services in the previous 3 months, or the total value of the Order.

12. General Provisions

12.1 Force Majeure: We shall not be liable for any delay or failure in performance due to events beyond our reasonable control, including natural disasters, acts of government, strikes, or internet provider/third-party platform outages (e.g., Google, Meta).

12.2 Data Protection: Both parties will comply with all applicable requirements of UK Data Protection Legislation. The Buyer is the data controller and the Seller is the data processor.

12.3 Independent Contractor: The Seller is an independent contractor, and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

12.4 Severability & Waiver: If any provision is held invalid, the remainder shall continue in effect. A waiver of any right is only effective if in writing.

12.5 Governing Law and Jurisdiction: These Terms shall be governed by the laws of England and Wales. Both parties irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.