Terms & Conditions

1. Definitions and Interpretation

In these Terms, the following words and expressions have the meanings set out below:

"Agreement"

these Terms together with the relevant Proposal or Statement of Work.

"Business Day"

any day other than a Saturday, Sunday, or public holiday in England.

"Client"

the individual, firm, or company engaging the Consultant for Services.

"Confidential Information"

all information disclosed by one party to the other that is marked confidential or that a reasonable person would consider confidential in the circumstances.

"Consultant"

George Lane t/a Lane Consultancy, 14 Cowley Avenue, Greenhithe, Kent DA9 9PJ.

"Deliverables"

all documents, products, software, code, designs, and materials developed by the Consultant in providing the Services.

"Fees"

the fees payable by the Client as set out in the Proposal.

"Force Majeure"

any event beyond a party’s reasonable control, including acts of God, fire, flood, pandemic, government action, or failure of third-party infrastructure.

"Intellectual Property Rights"

patents, trade marks, copyright, database rights, moral rights, design rights, know-how, and all other intellectual property rights, whether registered or unregistered.

"Marketing Services"

pay-per-click advertising, search engine optimisation, social media advertising, Google Ads, Meta Ads, YouTube Ads, and email marketing.

"Proposal"

a written proposal, quotation, or Statement of Work issued by the Consultant to the Client.

"Services"

the services described in the Proposal, which may include web design, workflow automation, ServiceM8 implementation, and digital marketing.

"Third-Party Platforms"

Google Ads, Google Analytics, Meta, YouTube, ServiceM8, Cloudflare, hosting providers, and any other third-party software or services used in delivering the Services.

"Working Materials"

the Consultant’s pre-existing code libraries, frameworks, templates, and methodologies used in providing the Services.

References to clauses are to clauses of this Agreement. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. References to a statute include any amendment or re-enactment. “Writing” includes email.

2. Application of These Terms

2.1 These Terms apply to all Services provided by the Consultant. By instructing the Consultant to proceed (whether by signing a Proposal, paying a deposit, or confirming acceptance in writing), the Client agrees to be bound by these Terms.

2.2 These Terms supersede and exclude any terms or conditions put forward by the Client.

2.3 No variation to these Terms is effective unless agreed in writing and signed (or confirmed by email) by both parties.

3. Services

3.1 The Consultant shall provide the Services as described in the Proposal, exercising reasonable skill and care.

3.2 The Consultant will use reasonable endeavours to meet any agreed timelines. Unless expressly stated in the Proposal, time is not of the essence.

3.3 The Consultant may engage subcontractors to assist in delivering the Services and remains responsible for quality and delivery. Subcontractors must hold appropriate professional insurance.

3.4 The scope of Services is limited to what is described in the Proposal. Any additional work is subject to a separate quotation and written approval from the Client.

4. Client Obligations

4.1 The Client shall:

1. provide all required information, materials, and access in a timely manner;
2. ensure the accuracy of all materials provided and that the Client holds all necessary rights in them;
3. respond to requests for feedback or approvals within 5 Business Days;
4. maintain its own backups of data and content;
5. comply with all applicable laws in connection with the Services;
6. obtain and maintain any licences or accounts required for Third-Party Platforms; and
7. appoint a single point of contact with authority to provide instructions and approvals.

4.2 If the Client fails to fulfil its obligations and this causes delay or additional cost, the Consultant is not liable for that delay and may adjust the timeline and charge additional Fees at its prevailing rates.

5. Fees and Payment

6. Intellectual Property

7. Marketing Services — Additional Terms

7.1 This clause applies where the Services include Marketing Services.

8. Web Design and Development — Additional Terms

8.1 This clause applies where the Services include web design or development.

9. ServiceM8 Implementation and Workflow Automation — Additional Terms

9.1 This clause applies where the Services include ServiceM8 implementation or workflow automation.

10. Third-Party Platforms

10.1 Certain Services involve Third-Party Platforms that are not controlled or operated by the Consultant.

10.2 The Consultant is not liable for:

1. changes to features, pricing, terms, or APIs of Third-Party Platforms;
2. suspension or restriction of the Client's accounts by platform providers;
3. data loss, security breaches, or outages caused by Third-Party Platforms; or
4. incompatibility between different Third-Party Platforms.

10.3 The Client is responsible for its own agreements with Third-Party Platform providers, including compliance with their terms of service.

11. Confidentiality

11.1 Each party shall keep the other party's Confidential Information strictly confidential and not disclose it to any third party, except:

1. to professional advisers, employees, or subcontractors who are bound by equivalent confidentiality obligations;
2. as required by law or court order; or
3. to the extent the information is already in the public domain through no fault of the receiving party.

11.2 Confidentiality obligations survive termination of the Agreement for a period of 2 years.

12. Data Protection

12.1 Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

12.2 Where the Consultant processes personal data on behalf of the Client, the Client acts as data controller and the Consultant as data processor. A separate Data Processing Agreement will be put in place where required.

12.3 The Consultant shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.

12.4 The Client warrants that it has obtained all necessary consents and has the legal basis to share any personal data with the Consultant.

12.5 The Client is responsible for compliance with data protection laws in respect of its own email marketing activities and data collection practices.

12.6 The Consultant does not provide legal or regulatory advice on data protection. The Client should obtain independent legal advice on its own compliance obligations.

13. Limitation of Liability

13.1 Nothing in these Terms limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.

13.2 Subject to clause 13.1, the Consultant's total aggregate liability to the Client in respect of all claims arising under or in connection with the Agreement is limited to the total Fees paid by the Client in the 12 months preceding the event giving rise to the claim.

13.3 Subject to clause 13.1, the Consultant is not liable for:

• indirect or consequential loss;
• loss of profit, revenue, business, anticipated savings, goodwill, or reputation;
• loss or corruption of data, except where caused by the Consultant's negligence;
• loss arising from Third-Party Platform changes, outages, or account suspensions;
• loss arising from the Client's failure to maintain backups;
• loss arising from changes to search engine algorithms or advertising platform policies;
• loss arising from the Client's non-compliance with these Terms; or
• loss arising from use of Deliverables in a manner not contemplated by the Proposal.

13.4 The Fees payable under this Agreement reflect the allocation of risk set out in this clause, which the parties have agreed is reasonable in the circumstances.

14. Indemnity

14.1 The Client shall indemnify and hold harmless the Consultant against all claims, losses, costs, and liabilities (including legal fees) arising from:

1. the Client's breach of these Terms;
2. any infringement of third-party Intellectual Property Rights by materials provided by the Client;
3. the Client's use of Deliverables in breach of applicable law;
4. misleading or inaccurate advertising content approved by the Client; or
5. the Client's processing of personal data in breach of data protection law.

15. Termination

15.1 Retainer agreements: The minimum commitment is one (1) month. After the initial month, the agreement continues on a rolling monthly basis. Either party may cancel at the end of any monthly billing period by giving written notice before the next billing date. There is no long-term contract and no cancellation penalty.

15.2 Project-based engagements: The Client may terminate at any time on written notice. The Client shall pay for all work completed to the date of termination plus any irrecoverable third-party costs incurred. The 50% deposit is non-refundable.

15.3 Termination for cause: Either party may terminate immediately on written notice if the other party: (a) commits a material breach and fails to remedy it within 14 days of written notice; (b) enters insolvency proceedings; or (c) is unable to pay its debts as they fall due.

15.4 Consequences of termination:On termination the Client shall pay all outstanding Fees; the Consultant shall deliver completed or partially completed Deliverables; each party shall return or destroy the other's Confidential Information. The following clauses survive termination: 5, 6, 11, 12, 13, 14, and 17.

16. Force Majeure

16.1 Neither party is liable for any failure or delay in performing its obligations where that failure or delay results from a Force Majeure event.

16.2 The affected party shall give written notice as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effects of the Force Majeure event.

16.3 If a Force Majeure event continues for 60 or more consecutive days, either party may terminate the Agreement by giving 14 days' written notice.

17. Dispute Resolution

17.1 The parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives.

17.2 If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation under the CEDR Model Mediation Procedure.

17.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

17.4 Engaging in dispute resolution does not waive or delay either party's obligation to notify its professional indemnity insurers of a potential claim.

18. General

19. Complaints

19.1 The Client should raise any complaint in writing as soon as reasonably practicable. The Consultant will acknowledge the complaint within 5 Business Days and provide a substantive response within 15 Business Days.

19.2 Acknowledging, responding to, or offering to rectify a complaint does not constitute an admission of liability and is subject to the Consultant's professional indemnity insurance obligations.

20. Anti-Bribery and Corruption

20.1 Both parties shall comply with the Bribery Act 2010 and all applicable anti-bribery and anti-corruption laws. Neither party shall engage in, or encourage, any form of bribery, corruption, or facilitation of tax evasion.

21. Insurance

21.1 The Consultant maintains professional indemnity insurance with a minimum aggregate cover of £1,000,000 per policy year. A copy of the current certificate of insurance is available on request.

21.2 The Consultant also maintains cyber and data breach insurance appropriate to the nature of the Services provided.

Contact

If you have any questions about these Terms, or wish to raise a complaint, please contact:

George Lane — Lane Consultancy

14 Cowley Avenue, Greenhithe, Kent DA9 9PJ