Digital Marketing Specialist Ltd (DMS) – General Terms and Conditions
These General Terms and Conditions (“Terms”) govern the provision of services by Digital Marketing Specialist Ltd (“DMS”), a company registered in England and Wales. By engaging our services, clients (“Client”) agree to be bound by these Terms. These Terms apply to all engagements unless superseded by a Master Services Agreement (“MSA”) or Statement of Work (“SOW”) that is agreed upon in writing between DMS and the Client.
1. Engagement and Acceptance
1.1. Confirmation of Services
Any verbal or written confirmation (including email) from the Client to proceed with services shall constitute acceptance of these Terms.
1.2. Precedence
In the event of any inconsistency between these Terms and any MSA or SOW subsequently agreed upon, the terms of the MSA or SOW shall prevail.
2. Scope of Services and Fees
2.1. Services
DMS will provide services as specified in the proposal, email, or other communication exchanged with the Client. Any modifications or additional services will require written approval and may incur additional fees.
2.2. Minimum Fee Requirement
The minimum fee for any project will be based on the Client’s proposed budget and scope of work. This fee ensures adequate resource allocation for high-quality service delivery.
2.3. Payment Terms
Payment schedules and terms will be detailed in the initial proposal or subsequent communications. Initial payments must be received before work commences. DMS reserves the right to suspend services if payments are not made according to the agreed schedule.
3. Project Commencement and Client Obligations
3.1. Commencement
No project will begin until DMS receives the Client’s confirmation and initial payment, as outlined in the payment terms.
3.2. Client Responsibilities
The Client must provide timely and complete information, materials, and approvals necessary for DMS to perform the services. Delays or inaccuracies in the information provided by the Client may result in project delays, for which DMS shall not be liable.
4. Amendments and Cancellations
4.1. Amendments
Any changes to the scope of work must be requested in writing. DMS will attempt to accommodate reasonable requests, subject to agreement on additional fees and revised timelines.
4.2. Cancellations
Clients may cancel projects by providing written notice. Fees for services rendered and commitments made by DMS on the Client’s behalf will remain payable.
5. Discretion to Proceed with Projects
5.1. Project Acceptance
DMS reserves the right to accept or decline any project based on the proposed budget, scope, and resource availability. If the budget does not meet our minimum fee requirement, DMS may suggest a revised budget or decline the project.
6. Liability and Indemnity
6.1. Liability
DMS shall not be liable for any indirect or consequential losses arising from the use of our services. Our liability for direct losses is limited to the total fees paid by the Client in the preceding 12 months.
6.2. Indemnity
The Client agrees to indemnify and hold harmless DMS from any claims, damages, or costs arising from the Client’s use of services or deliverables, except where caused by DMS’s gross negligence or wilful misconduct.
7. Intellectual Property
7.1. Ownership
All intellectual property rights in deliverables created by DMS shall remain the property of DMS until full payment is received. Upon full payment, ownership of the deliverables will transfer to the Client, excluding DMS proprietary materials.
8. Confidentiality
8.1. Confidential Information
Both parties agree to keep confidential any proprietary information disclosed during the engagement, except where required by law or with prior written consent.
9. Data Protection
9.1. Compliance
Both parties shall comply with applicable data protection laws regarding personal data processed in connection with the services provided.
10. Termination
10.1. Termination for Cause
Either party may terminate the engagement immediately upon written notice if the other party commits a material breach of these Terms and fails to remedy it within 30 days of receiving notice.
11. Governing Law and Jurisdiction
11.1. Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
11.2. Jurisdiction
Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
12. Amendments to Terms
12.1. Amendments
DMS reserves the right to amend these Terms at any time. Any changes will be posted on our website, and continued use of our services constitutes acceptance of the updated Terms.
13. Acknowledgment
13.1 By engaging with DMS, the Client acknowledges and agrees to these General Terms and Conditions.
