Terms and Conditions of Business

1. Definitions

“Service Provider” means Padraig Fitzsimons trading as Done Different Media.

“Client” means the individual or organisation receiving services from the Service Provider.

“Agreement” refers to the combined Service Level Agreement (SLA) and these Terms & Conditions, together with any schedules or annexes expressly referenced in either document.

Order of Precedence: if there is any conflict between the SLA and these Terms & Conditions, the SLA shall prevail in relation to scope of services, fees, retainer amounts, and term/duration. These Terms & Conditions shall prevail in relation to all other matters – including but not limited to liability, data protection, account ownership, termination, and dispute resolution – unless the SLA expressly states otherwise.

2. Services

The Service Provider shall provide digital marketing services as outlined in the SLA. Services may include but are not limited to content creation, social media marketing, design, strategy, email marketing, SEO, and analytics. Deliverables are detailed in each project brief or retainer agreement.

3. Payment & Fees

• Monthly retainers are payable in advance and due by the 1st of each calendar month.
• Ad hoc or project-based work outside retainer scope will be quoted separately and invoiced upon delivery.
• Payments shall be made via direct debit mandate unless otherwise agreed in writing.
• Late payments may incur a £25 administration fee and interest in line with the Late Payment of Commercial Debts (Interest) Act 1998.
• The Service Provider reserves the right to suspend services where invoices remain unpaid beyond seven (7) days overdue until payment is received in full.

4. Expenses

Any additional costs, such as paid advertising, software licences, travel (unless agreed otherwise), or third-party services will be pre-approved by the Client and invoiced separately. These costs are not included in the monthly retainer.

5. Subcontractors

The Service Provider may use trusted subcontractors to support service delivery. Responsibility for quality, deadlines and communication remains solely with the Service Provider. Subcontracting will not result in any additional costs to the Client.

6. Confidentiality

Each party agrees to keep confidential all information shared in the course of the agreement, including but not limited to strategy documents, financial data, passwords, and customer information. This obligation continues after the termination of the agreement.

7. Intellectual Property

• All final deliverables created by the Service Provider (once paid in full) become the property of the Client.
• The Service Provider retains the right to display non-confidential work (e.g. graphics, campaigns, screenshots) for the purpose of showcasing their portfolio unless expressly prohibited in writing by the Client.
• The Client agrees that any proprietary materials they provide (logos, brand assets, etc.) remain their property.

8. Use of Client Materials

The Client warrants that all materials provided (logos, copy, media files etc.) do not infringe any copyright or third-party rights. The Service Provider accepts no liability for claims arising from the use of such materials.

9. Client Approvals & Delays

The Client agrees to provide timely approvals, feedback, access, materials, and communication reasonably required for delivery of services.

Where delays are caused by the Client’s failure to provide such approvals or materials within a reasonable timeframe, the Service Provider shall not be held responsible for missed deadlines, reduced performance, or delays in delivery.

The Service Provider reserves the right to reschedule work where prolonged delays occur.

10. Data Protection

10.1 Both parties shall comply with the UK GDPR, the Data Protection Act 2018, and all applicable data protection law in force in Northern Ireland and the United Kingdom.

10.2 Where the Service Provider processes personal data on behalf of the Client in the course of delivering services (for example, lead and enquiry data, marketing databases, email lists, or website/analytics data), the Service Provider shall act as a data processor and the Client as data controller, and the Service Provider shall:

1. process personal data only on the Client’s documented instructions;
2. ensure that any personnel authorised to process the data are subject to a duty of confidentiality;
3. implement appropriate technical and organisational security measures;
4. not engage a sub-processor without the Client’s prior general or specific written authorisation, and shall impose equivalent data protection obligations on any such sub-processor;
5. assist the Client, so far as reasonably possible, in responding to data subject requests and in meeting its obligations regarding data security, breach notification, and data protection impact assessments;
6. notify the Client without undue delay upon becoming aware of a personal data breach affecting the Client’s data;
7. at the Client’s choice, delete or return all personal data to the Client at the end of the engagement, save to the extent retention is required by law; and
8. make available to the Client such information as is reasonably necessary to demonstrate compliance with this clause.

10.3 Where the parties agree that a more detailed Data Processing Agreement is required (for example, for higher-volume lead generation or marketing automation work), the parties shall enter into a separate DPA, which shall take precedence over this clause 10 in the event of conflict.

11. Account & Platform Ownership

11.1 Unless otherwise agreed in writing, all social media accounts, business manager accounts, advertising accounts, website hosting and domain registrations, and any other digital platforms or accounts created, managed, or optimised on the Client’s behalf remain the property of the Client.

11.2 The Service Provider will operate such accounts under Client-granted access (e.g. as an admin, partner, or authorised user) rather than as the primary account owner, save where operational necessity requires otherwise, in which case ownership will be transferred, or access details provided, to the Client promptly on request or on termination.

11.3 On termination of the Agreement, the Service Provider shall, within a reasonable timeframe, remove its own access to and return or provide login credentials for all Client-owned accounts and assets, save for any credentials that relate to the Service Provider’s own proprietary tools or subscriptions.

12. Use of AI & Digital Tools

The Service Provider may utilise artificial intelligence tools, automation platforms, scheduling software, and third-party creative technologies to assist in the delivery of services. The Service Provider remains responsible for final review and delivery standards but shall not be liable for errors, outages, or limitations caused by third-party software providers.

13. Independent Contractor Status

The Service Provider is engaged as an independent contractor and not as an employee or agent. Nothing in this agreement shall be deemed to create an employment, partnership, or joint venture.

14. Liability & Indemnity

• The Service Provider will exercise reasonable skill and care in delivering the services.
• The Service Provider will not be held liable for any indirect, special or consequential damages including lost profits, business interruption or reputational harm.
• Total liability is limited to the value of three (3) months of fees paid by the Client prior to any claim.
• The Client agrees to indemnify the Service Provider against any claim arising from materials provided by the Client or misuse of delivered work.
• The Client acknowledges that marketing outcomes, including but not limited to enquiries, bookings, sales, lead generation, audience growth, or revenue increases, cannot be guaranteed by the Service Provider.
• The effectiveness of marketing activities may be impacted by factors outside the Service Provider’s control, including market conditions, pricing structures, operational processes, sales performance, customer experience, third-party platforms, algorithm changes, and broader business strategy.
• The Service Provider shall not be held liable for commercial performance outcomes resulting from services delivered under this Agreement.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation, in accordance with the Unfair Contract Terms Act 1977.

15. Insurance

The Service Provider maintains professional indemnity and public liability insurance appropriate to the services provided, details of which are available to the Client on reasonable request.

16. Force Majeure

Neither party shall be held liable for failure or delay in performance due to events beyond reasonable control, including natural disasters, war, strikes, or failure of telecommunications or internet services.

17. Termination

• During any agreed fixed minimum term outlined within the SLA, neither party may terminate this Agreement for convenience before the expiry of that term.
• Following expiry of the minimum term, or where a rolling contract is in effect, either party may terminate the Agreement by providing not less than 60 days’ written notice.
• In cases of material breach, termination may occur with 7 days’ written notice if the breach is not remedied within that period.
• All outstanding fees for services performed up to the termination date remain payable.
• Any advance payments beyond the termination date will be refunded where applicable, less any committed costs or work already undertaken.

18. Dispute Resolution

In the event of a dispute, both parties agree to engage in good faith discussions to resolve the matter informally before escalating to legal proceedings. Should resolution not be possible, the matter shall be referred to the courts of Northern Ireland.

19. Governing Law

These Terms & Conditions and any associated agreements shall be governed by and construed in accordance with the laws of Northern Ireland.

20. Entire Agreement

The Agreement (comprising the SLA and these Terms & Conditions, together with any expressly referenced schedules) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, and representations, whether oral or written, save that nothing in this clause excludes liability for fraudulent misrepresentation.

21. Severability

If any provision of the Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.

22. Assignment

The Client may not assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the Service Provider. The Service Provider may assign or transfer the Agreement to a successor entity in the event of a business reorganisation, merger, or sale, provided the Client is notified in writing.

23. Notices

Any formal notice required under the Agreement (including notice of termination) must be given in writing and delivered by email (with confirmation of receipt) or recorded/registered post to the address or email address specified in the SLA, or otherwise notified in writing by the recipient party. Notices are deemed received: if sent by email, on the next business day; if sent by post, two (2) business days after posting.

24. Amendments

No amendment or variation of this document shall be valid unless agreed in writing by both parties.

25. Acceptance

Execution of any accompanying Service Level Agreement (SLA), continued engagement of services, or payment of invoices constitutes acceptance of these Terms & Conditions.