Terms and Conditions (UK) — So & So Marketing
Last updated: [31 December 2025]
These Terms and Conditions (“Terms”) apply to all services supplied by So & So Marketing (“we”, “us”, “our”) to you (“you”, “Client”). By instructing us, approving a proposal/quote/statement of work, paying a deposit, or otherwise engaging our services, you agree to these Terms.
If you are contracting as a consumer (as defined by the Consumer Rights Act 2015), some terms below may not apply or may be supplemented by your statutory rights.
1. Definitions and Interpretation
1.1 “Brief” means the written description of your requirements (including any proposal, quote, scope document, or email instructions).
1.2 “Deliverables” means the outputs we produce for you (including design files, website files, creative assets, reports and related materials).
1.3 “Services” means the services we provide, which may include website design/build, graphic design, SEO, and related marketing services.
1.4 “Statement of Work” / “SOW” means a document we may issue describing scope, deliverables, assumptions, timelines, and fees.
1.5 “Business Day” means Monday to Friday, excluding public holidays in England.
1.6 Headings are for convenience and do not affect interpretation.
2. About Us and How to Contact Us
2.1 Our website is: https://www.soandsomarketing (the “Site”).
2.2 You may contact us using the contact details shown on the Site or within your proposal/SOW/invoice.
3. Scope of These Terms
3.1 These Terms apply to all instructions and contracts for Services unless we agree otherwise in writing.
3.2 If there is a conflict, the order of precedence is: (1) SOW/proposal/quote, then (2) these Terms, then (3) any other document incorporated by reference.
3.3 Any purchase order or your own terms are rejected unless we expressly agree in writing.
4. Forming the Contract
4.1 A contract forms when we do any of the following (whichever occurs first):
(a) confirm acceptance of your written instruction;
(b) you approve a proposal/SOW/quote;
(c) you pay any deposit or invoice; or
(d) we begin work at your request.
4.2 Quotes are valid for 30 days unless stated otherwise.
5. Services Overview and Price Starting Points
5.1 Unless agreed otherwise in writing, our starting fees are:
Website design and build: starts from £2,500 (ex VAT if applicable).
Payment terms for website projects: 50% upfront to commence; 50% on completion and sign-off (see clauses 8–10).
Graphic design services: £65.00 per hour (minimum 1 hour per booking/session).
SEO services: starts from £1,000 per month (minimum term may apply — see clause 13).
5.2 “From” pricing reflects that final fees depend on scope, complexity, content readiness, integrations, and timelines. We will confirm total fees in your SOW/proposal/quote.
6. Client Responsibilities (You)
6.1 You must provide timely access to systems, accounts, hosting, domain registrar, analytics, and any third-party tools needed to deliver the Services.
6.2 You must provide complete and accurate content (text, images, brand assets) and approve deliverables promptly.
6.3 You are responsible for ensuring you hold all rights/licences to any materials you provide (including images, fonts, logos, videos, and copy) and that they do not infringe third-party rights or break the law.
6.4 Delays caused by you (including late feedback/content) may:
(a) extend timelines; and/or
(b) require a re-plan fee or additional billable time, where applicable.
7. Fees, VAT and Expenses
7.1 Fees are as set out in the SOW/proposal/quote or otherwise agreed in writing.
7.2 Unless stated otherwise, fees are exclusive of VAT. If VAT is chargeable, it will be added to invoices at the applicable rate.
7.3 Reasonable pre-approved expenses (e.g., stock assets, paid plugins, specialist fonts, paid tools, travel) are chargeable to you at cost (plus VAT if applicable).
7.4 Third-party costs (hosting, domains, software subscriptions, advertising spend, premium plugins) are normally paid by you directly unless we agree to procure them on your behalf.
8. Payment Terms (General)
8.1 You must pay invoices by the due date stated on the invoice (or, if none, within 7 days of invoice date).
8.2 We may suspend work, withhold deliverables, or disable staging access if any invoice is overdue. This does not affect our right to be paid.
8.3 Payments are non-refundable once work has commenced, except where required by law or explicitly agreed in writing.
9. Website Design & Build — Deposit and Final Payment
9.1 For website projects, unless varied in writing:
(a) 50% deposit upfront is required to book the project and begin work;
(b) the remaining 50% is due on completion and sign-off, before the site is migrated live/handed over (unless otherwise agreed).
9.2 We are not obliged to commence work until the deposit clears.
9.3 We may invoice the final 50% when the website is complete in accordance with the agreed scope and made available for review/sign-off (typically on a staging environment).
9.4 Any post-sign-off changes or additional features not in scope are treated as a variation under clause 11.
10. Completion and Sign-Off (Acceptance)
10.1 “Sign-off” occurs when you confirm in writing (including email) that the Deliverables are approved and/or when the site is launched at your request.
10.2 If we notify you that the website is ready for review, you must provide approval or a single consolidated list of issues within 10 Business Days (or another period stated in the SOW).
10.3 If you do not respond within that period, the Deliverables will be deemed accepted for the purposes of sign-off and final invoicing, unless the SOW states otherwise.
10.4 Minor defects that do not materially affect use of the website do not prevent sign-off; we will address them within a reasonable period where included in scope.
11. Changes, Variations and Out-of-Scope Work
11.1 Any change to the agreed scope (including extra pages, new functionality, additional concepts, additional revisions, content creation, integrations, migrations, or urgent deadlines) is a variation.
11.2 Variations may require:
(a) additional fees at our then-current rates; and/or
(b) timeline changes.
11.3 We are not obliged to perform variations unless agreed in writing.
12. Graphic Design Services — Hourly Work
12.1 Graphic design Services are billed at £65.00 per hour, with a minimum charge of 1 hour per booking/session.
12.2 Time is calculated in increments described in the SOW/quote (if none, we will round up to the nearest 15 minutes after the first hour).
12.3 Concepts, revisions, artwork preparation, file exports, and production coordination are billable unless included as a fixed fee in writing.
13. SEO Services — Monthly Retainers
13.1 SEO Services start from £1,000 per month (ex VAT if applicable), depending on scope, competition, technical condition of the site, and deliverables (e.g., technical SEO, on-page, content strategy, link earning, reporting).
13.2 Unless agreed otherwise in writing, SEO retainers are payable monthly in advance.
13.3 No guarantee of rankings or traffic: Search engines are third parties and we cannot guarantee specific positions, traffic levels, leads, or revenue. You acknowledge SEO outcomes depend on factors outside our control (algorithm updates, competitors, site changes, hosting performance, technical constraints, content quality, market conditions).
13.4 If a minimum term applies, it will be stated in the SOW/quote. If no minimum term is stated, either party may terminate by giving 30 days’ written notice, effective at the end of the next billing cycle.
14. Timelines and Delivery
14.1 Any dates we provide are estimates unless the SOW states they are fixed.
14.2 We are not responsible for delays caused by:
(a) late feedback/content/approvals;
(b) third-party platforms, hosting providers, registrars, plugins, or APIs;
(c) scope changes;
(d) force majeure (clause 23).
15. Intellectual Property (IP) and Licences
15.1 Our background IP: We retain ownership of our pre-existing tools, processes, templates, code libraries, and know-how.
15.2 Your materials: You retain ownership of materials you supply to us, and you grant us a licence to use them to provide the Services.
15.3 Deliverables: Subject to clause 15.4, upon receipt of full payment, we assign to you all rights in the bespoke Deliverables created specifically for you, to the extent legally assignable.
15.4 Third-party components: Some Deliverables may include third-party assets (fonts, stock images, plugins, frameworks) which are licensed, not sold. Your use is subject to the third-party terms, and you are responsible for ongoing licence compliance and renewal fees unless we agree otherwise in writing.
15.5 Portfolio rights: Unless you object in writing before project start, you grant us the right to display the work (including screenshots and your logo) in our portfolio, website, and social media for promotional purposes. We will not disclose confidential information.
16. Website Platforms, Hosting, Maintenance and Support
16.1 Unless explicitly included, hosting, domain registration, email services, ongoing maintenance, and security monitoring are not included in website build fees.
16.2 Where we provide post-launch support or maintenance, this will be governed by a separate support plan or SOW.
16.3 You are responsible for keeping credentials secure and for any actions taken using your accounts.
17. Content, Legal Compliance and Accessibility
17.1 You are responsible for ensuring your website content complies with applicable laws and regulations (including advertising standards, consumer law, intellectual property law, and data protection obligations).
17.2 Unless agreed in writing, we do not provide legal advice and do not warrant that your website is compliant with specific regulatory regimes.
17.3 If you require accessibility compliance (e.g., WCAG), this must be agreed in scope and may affect fees and timelines.
18. Data Protection (UK GDPR)
18.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
18.2 Where we process personal data on your behalf as a processor (e.g., handling customer lists for email marketing), the parties will enter into an appropriate data processing agreement (DPA) where required.
18.3 You are responsible for the lawfulness of personal data you provide and for providing any required notices to individuals.
19. Confidentiality
19.1 Each party may receive confidential information from the other. Confidential information must be kept secret and used only to perform obligations under these Terms.
19.2 Confidentiality does not apply to information that is public (other than through breach), already known, independently developed, or lawfully obtained from a third party.
20. Warranties and Disclaimers
20.1 We will perform the Services with reasonable care and skill.
20.2 Except as expressly stated in these Terms (and to the maximum extent permitted by law), we disclaim all implied warranties and conditions.
20.3 We do not warrant that websites will be uninterrupted, error-free, or immune from cyber attacks, nor that third-party services will be continuously available.
21. Limitation of Liability
21.1 Nothing in these Terms limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability that cannot be excluded under law.
21.2 Subject to clause 21.1, we will not be liable for:
(a) loss of profits, sales, business, or revenue;
(b) loss of anticipated savings;
(c) loss of goodwill or reputation;
(d) indirect or consequential losses;
(e) losses caused by third-party services, platforms, or your own modifications.
21.3 Subject to clause 21.1, our total aggregate liability arising out of or in connection with the Services (contract, tort, negligence or otherwise) will be limited to the total fees paid by you to us for the Services giving rise to the claim in the 3 months prior to the event giving rise to liability (or if a fixed-fee project, the total project fee).
21.4 You are responsible for maintaining backups of your website and content unless backup services are explicitly included in scope.
22. Late Payment and Interest
22.1 If you pay late, we may charge interest and reasonable recovery costs:
(a) for business clients, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or
(b) for consumers, interest as permitted by law and specified on the invoice.
22.2 We may also suspend Services under clause 8.2.
23. Force Majeure
23.1 Neither party is liable for delay or failure to perform due to events beyond reasonable control (including outages, acts of God, industrial disputes, war, pandemic, supplier failure, or interruption of utilities).
24. Termination
24.1 Either party may terminate a project or retainer if the other commits a material breach and fails to remedy it within 14 days of written notice.
24.2 We may terminate immediately if you become insolvent, cease trading, or we reasonably believe you cannot pay.
24.3 On termination:
(a) you must pay for all work completed up to termination, plus any non-cancellable costs;
(b) any unpaid invoices become immediately due;
(c) licences and use of Deliverables may be withheld until full payment is received.
25. Cancellation Rights (Consumers Only)
25.1 If you are a consumer and the contract is made at a distance or off-premises, you may have a legal right to cancel within 14 days, subject to statutory rules.
25.2 If you request that we start work within the cancellation period, you acknowledge you may be required to pay for Services performed up to cancellation, and you may lose the right to cancel once the Services are fully performed (where applicable and permitted by law).
25.3 Business clients do not have statutory consumer cancellation rights.
26. Subcontracting
26.1 We may subcontract parts of the Services (e.g., specialist development, copywriting) and remain responsible for delivery of the Services.
27. Notices
27.1 Notices must be given in writing and will be deemed received when sent by email to the most recent email address used between the parties (unless a different method is required by law).
28. Complaints and Dispute Resolution
28.1 If you are unhappy, you must notify us promptly with details so we can attempt to resolve the issue.
28.2 The parties will try in good faith to resolve disputes by negotiation before issuing proceedings.
29. Governing Law and Jurisdiction
29.1 These Terms and any dispute or claim arising out of them are governed by the laws of England and Wales.
29.2 The courts of England and Wales have exclusive jurisdiction, unless you are a consumer and your local mandatory rights apply.