Terms and Conditions
1. Definitions and Agreement Overview
1.1 “Client” refers to any individual or company engaging No Name Digital LTD (trading as No Name Digital) for digital marketing and related services.
1.2 “Agency,” “we,” or “us” refers to No Name Digital LTD.
1.3 “Services” include, but are not limited to, Social Media Management, Content Creation, Paid Social, Website Development, Pay-Per-Click, Search Engine Optimisation, Email Marketing, Branding & Strategy.
2. Payment Terms
2.1 Work shall not commence until cleared funds have been received
2.2 Services offered on a retainer will be billed in accordance with the agreed payment terms, typically as monthly payments.
2.3 In addition to Clause 16 (Late Payments), failure to maintain timely payments may result in suspension of services
2.3 The billing cycle begins on the date of initial setup or strategy work for the respective service, regardless of the service’s launch, content creation date or go-live date. The Client acknowledges that No Name Digital LTD may progress through stages of work without separate notice for each stage.
2.4 Any additional work or adjustments outside of the agreed scope will be quoted and invoiced separately.
2.5 All services are delivered according to the agreed specifications. The Client must communicate all expectations clearly during initial briefing and review stages. Changes requested after approval may incur additional charges.
2.6 The Client will be informed in writing of any minimum term applicable to their service agreement prior to commencement. Where a minimum term applies, the Client may not terminate the agreement before the end of that term without written consent from No Name Digital LTD.
2.7 Following completion of any minimum term, the agreement will continue on a rolling monthly basis unless otherwise agreed in writing. The Client must provide a minimum of twenty-one (21) days’ written notice to terminate the agreement.
3. Refunds
3.1 Refunds will not be issued on the basis of subjective dissatisfaction with any deliverable, provided the deliverable meets the agreed specifications and scope of work.
3.2 Refunds will only be issued under the following circumstances:
3.2.1 If the Client makes a duplicate payment by error, a full refund of the duplicate amount will be issued.
3.2.2 If No Name Digital LTD is unable to deliver the agreed-upon services due to circumstances outside its reasonable control, and no mutually acceptable alternative arrangement can be made, a refund may be issued for the undelivered portion of the service.
3.3 Refunds will not be provided for delays or disruptions caused by the Client’s failure to provide necessary materials, information, or approvals in a timely manner.
4. Content Creation
4.1 Subject to Clause 4.3, content created by the Agency remains the Agency’s intellectual property until full payment is received.
4.2 One round of revision is included unless otherwise stated in the service agreement. Additional revisions may incur extra charges.
4.3 The Agency retains ownership of all raw files (e.g., unedited footage, design files, drafts), which will not be provided to the Client. Only final deliverables will be shared after full payment.
4.4 The Agency may, at its discretion, remove or delete past raw content once the agreed-upon services are completed.
4.5 In the event of adverse weather conditions, the Agency reserves the right to cancel or reschedule the shoot at any time. If rescheduling is not possible, the Agency may reduce the scope of content delivered or cancel the shoot entirely without issuing a refund.
5. Social Media Management
5.1 The Client must provide all necessary assets (e.g., images, brand guidelines) by the agreed deadlines.
5.2 The Agency is not liable for any account lockouts, disables, bans, cyber-security threats, internal or external hacks, or password changes.
5.3 The Agency reserves the right to upload content in accordance with the agreed schedule or at other times deemed appropriate.
6. Paid Social
6.1 The Agency does not guarantee specific results, including but not limited to conversions, engagement rates, revenue, or return on investment (ROI), as outcomes depend on factors beyond the Agency’s reasonable control such as audience behaviour, platform algorithms, and market conditions.
6.2 Where a Client’s paid social advertising account has been previously managed by another agency or freelancer, it is the sole responsibility of that agency or freelancer to remove all their personal or business payment card details associated with the account prior to No Name Digital taking over management and No Name Digital shall not be held liable for any charges, payments or costs incurred as a result of any failure to do so.
6.3 The Client agrees not to make any unauthorised changes to active campaigns without prior written approval from the Agency. Any modifications made by the Client or third parties may impact performance and release the Agency from associated responsibility.
6.4 The Agency will manage advertising budgets in accordance with the Client’s instructions and agreed strategy but accepts no liability for platform issues, billing errors, or unauthorised transactions made directly through third-party advertising accounts.
6.5 All advertising spend paid directly to third-party platforms (e.g. Meta, Google, TikTok, LinkedIn) is non-refundable and is separate from the Agency’s service fees.
6.6 The Client acknowledges that third-party platforms used may modify their systems, algorithms, policies, or technical frameworks at any time. Such changes may affect the performance, delivery, or visibility of advertising campaigns. No Name Digital LTD accepts no liability for any direct or consequential impact arising from these platform changes.
7. Pay-Per-Click (PPC) Advertising
7.1 The Agency does not guarantee specific results, including but not limited to conversions, click-through rates, or return on investment (ROI), as outcomes depend on factors outside the Agency’s reasonable control such as keyword competition, market conditions, and platform algorithms.
7.2 The Client acknowledges that campaign performance is influenced by a range of external variables, including but not limited to daily budget limits, bid strategies, audience behaviour, and website/landing page quality.
7.3 The Client must not alter, pause, or interfere with active campaigns without the Agency’s prior written consent. Any such interference will release the Agency from all responsibility for campaign performance or account issues arising thereafter.
7.4 The Client remains solely responsible for all ad spend paid directly to third-party platforms (such as Google Ads, Bing Ads, or other PPC networks).
7.5 The Agency is not liable for platform outages, billing errors, account suspensions, or other technical issues beyond its reasonable control.
7.6 Performance reporting will be provided at agreed intervals. The Client must review reports promptly and raise any concerns within seven (7) working days of receipt.
7.7 The Client acknowledges that third-party platforms may modify their systems, algorithms, policies, or technical frameworks at any time. Such changes may affect the performance, delivery, or visibility of advertising campaigns. No Name Digital LTD accepts no liability for any direct or consequential impact arising from these platform changes.
8. Branding
8.1 All branding materials, including but not limited to preliminary concepts, drafts, design files, and final deliverables, remain the property of No Name Digital LTD until full payment has been received and cleared.
8.2 Upon receipt of full payment, ownership of the final approved branding assets shall transfer to the Client. All preparatory materials, working files, and non-final concepts shall remain the intellectual property of No Name Digital LTD.
8.3 The Client is not permitted to use, reproduce, or distribute any branding materials prior to full payment without the express written consent of No Name Digital LTD.
8.4 Any Client-supplied assets (such as logos, imagery, fonts, or copy) shall remain the property of the Client. The Client warrants that it has the legal right to use such materials and shall indemnify No Name Digital LTD against any claims arising from their use.
8.5 The Agency retains the right to display completed branding work, as well as preliminary designs and concepts, in its portfolio, website, or promotional materials for marketing purposes, unless otherwise agreed in writing.
9. Website Development
9.1 The Agency provides website development services, which may include, but not limited to design, coding, testing, and deployment in accordance with the agreed specification and project brief.
9.2 The Client must provide all required content, imagery, copy, and brand assets in the agreed format before development begins. Delays in the provision of materials may extend the project timeline, and the Agency shall not be held liable for any resulting delay.
9.3 Upon completion of the project and receipt of full payment, ownership of the final website files, code, and associated intellectual property shall transfer to the Client. All working files, source design documents, and non-final materials shall remain the property of No Name Digital LTD unless otherwise agreed in writing.
9.4 Post-launch maintenance, updates, or additional development work are not included unless expressly stated in the service agreement. Such services may be provided under a separate maintenance or retainer agreement.
9.5 All payments made are non-refundable in the event that the Client cancels the project or elects not to proceed after work has commenced. Any incomplete work up to the date of cancellation will remain the property of No Name Digital LTD.
9.6 The Client is responsible for maintaining appropriate hosting, domain registration, and security for the website following completion unless such services are specifically provided by the Agency under a separate agreement.
9.7 No Name Digital is not responsible or liable for any errors, inaccuracies, omissions, or misinformation that appears on any website, landing page, or digital asset, including but not limited to content supplied directly by the client or uploaded at the client’s request. All content must be reviewed and approved by the client, who accepts full responsibility for its accuracy, legality, and compliance. No Name Digital will not be held liable for any losses, damages, or claims arising from incorrect, outdated, or misleading information published on the client’s website.
9.8 The Client acknowledges that any images, graphics or other content incorporated into the Project may be sourced from third party providers including royalty-free image libraries or supplied directly by the Client. Such content may be subject to additional intellectual property rights including copyrights, trademarks, design rights, moral rights, proprietary rights, property rights, privacy rights or similar. The Client is solely responsible for verifying whether consent, permission or a licence is required for the use of any such content. The Company accepts no liability arising from the Client’s use of content for which appropriate rights have not been obtained.
9.9 The Client acknowledges and agrees that they are solely responsible for ensuring that all fonts, images and other third-party materials supplied or requested for use in the website have the appropriate rights, permissions or licences in place. The Company accepts no liability for any infringement arising from the use of materials provided by the Client or selected by the Client without the necessary authorisation. The Client agrees to indemnify the Company against any claims, damages or legal costs resulting from improper or unauthorised use of such content.
10. Search Engine Optimisation (SEO)
10.1 The Agency does not guarantee specific search engine rankings, keyword positions, traffic levels, or conversion rates. Search performance is influenced by numerous factors outside the Agency’s reasonable control, including algorithm updates, competitor activity, and market fluctuations.
10.2 The Client acknowledges that measurable results may take several months to materialise and that no immediate outcomes should be expected.
10.3 The Client agrees to provide timely access to website content management systems, analytics data, and any other relevant tools or information necessary for the performance of SEO services. Delays or limitations in access may affect campaign outcomes, for which the Agency bears no responsibility.
10.4 The Agency shall not be held liable for any negative changes in rankings, traffic, or visibility resulting from search engine algorithm updates, hosting issues or modifications made to the website by the Client or third parties without the Agency’s consent.
10.5 The Client is responsible for ensuring that all content provided complies with applicable laws and does not infringe upon third-party rights. The Agency accepts no liability for penalties, removals, or suspensions arising from content or practices outside its control.
10.6 The setup, configuration, or management of Google Search Console, Google Analytics, or any other third-party tracking or reporting tools is not included within the scope of SEO services unless expressly agreed otherwise in writing.
10.7 Additional SEO-related services, including but not limited to local citation building, link building, digital PR, or content outreach, are not included within the standard SEO package and will be quoted and invoiced separately unless expressly agreed otherwise in writing.
11. CRM
11.1 The Agency may provide or sell (on a monthly access basis) access to Customer Relationship Management (CRM) systems for marketing, communications, and customer management purposes.
11.2 The Client must comply with all applicable data protection and privacy regulations, including the UK GDPR and the Data Protection Act 2018, when using the CRM.
11.3 The Agency is not responsible for any data loss, unauthorised access, or breaches arising from the Client’s use of the CRM or from actions of third-party service providers.
11.4 Messaging, calling, and WhatsApp functionality within the CRM are powered by third-party providers such as Twilio. Associated costs for these services will be billed directly to the Client by the provider. As of the date of this agreement, indicative rates are approximately: For Utility Messages – $0.022/message Meta fee outside the customer service window, no charge for messages during the customer service window = $0.00. For Marketing/Template Messages – $0.005/message Twilio Fee and $0.0529/message Meta Fee (All fees subject to vary). These prices are subject to change without notice and may vary by provider or region.
11.5 The Client is solely responsible for all usage-based charges incurred through the CRM, including any costs that arise after termination of services. The Client must notify the Agency immediately if they believe they have been incorrectly billed or continue to receive charges following termination.
11.6 The Agency accepts no liability for any billing errors, overcharges, or continued billing by third-party providers after the conclusion of the Agency’s services.
12. AI Marketing
12.1 AI marketing services may include, but are not limited to, automated content creation, chatbots, data analysis, lead scoring and predictive analytics.
12.2 The Client acknowledges that AI-generated content, recommendations, or responses are produced based on available data and algorithmic processing. Such outputs may contain inaccuracies or unintended interpretations and should be manually reviewed by the Client prior to publication or reliance.
12.3 The Agency does not guarantee the performance, accuracy, or reliability of AI-generated outputs and accepts no liability for any errors, omissions, or unintended outcomes resulting from their use.
12.4 The Client acknowledges that AI systems may be operated through integrated third-party technologies and may be subject to technical limitations, interruptions, or software malfunctions. The Agency shall not be held liable for any direct or consequential loss arising from system errors, software faults or AI behavioural anomalies.
12.5 The Client remains responsible for ensuring that any AI-generated communications or content comply with applicable laws, advertising standards, and data protection regulations.
12.6 The Agency reserves the right to suspend or disable AI-driven features temporarily in order to maintain system integrity, security, or compliance.
13. Website Hosting
13.1 The Agency may offer website hosting services as part of its digital solutions.
13.2 Hosting fees are billed on a recurring basis.
13.3 The Agency is not responsible for any data loss, downtime, or security breaches beyond its control.
13.4 The Client must provide written notice at least 30 days in advance to cancel hosting services.
14. No Guarantee of Results
14.1 The Agency does not guarantee specific results for any service provided.
14.2 Performance may be influenced by external factors beyond the Agency’s control.
15. Early Termination Clause
15.1 Either party may terminate the agreement with 21 days’ written notice before the next billing cycle.
15.2 No refunds will be given for services already commenced or completed.
16. Late Payment Fees & Suspension of Services
16.1 All invoices are due for payment within seven (7) calendar days from the date of issue, unless otherwise agreed in writing.
16.2 If payment is not received within the seven (7) day period, a late payment penalty of 5% of the total outstanding invoice amount may apply.
16.3 Persistent failure to pay may result in further action, including the engagement of debt recovery services or legal proceedings and the client will be liable for all associated recovery costs.
16.4 We reserve the right to suspend or withhold further services until full payment, including any applicable penalties has been received.
17. Non-Solicitation
17.1 The Client shall not, directly or indirectly, solicit, hire, or engage any employee, contractor, or consultant of No Name Digital for 100 years.
18. Social Media Account Access & Confidentiality
18.1 Our agency may require access to your social media accounts.
18.2 The agency may have visibility into confidential information.
18.3 We take reasonable measures to maintain confidentiality but are not liable for breaches beyond our control.
19. Confidential Information Access & Protection
19.1 Our agency may have access to confidential business information.
19.2 We will take precautions but are not liable for breaches beyond our direct control.
20. GDPR Compliance & Liability
20.1 The Client acknowledges and agrees that they are solely responsible for ensuring compliance with the General Data Protection Regulation (GDPR) and any other applicable data protection laws when using No Name Digital’s services. This includes but is not limited to obtaining valid consent from recipients for email and WhatsApp marketing campaigns.
20.2 No Name Digital acts as a service provider and does not control or determine the data that the Client processes through its services. No Name Digital shall not be held liable for any GDPR violations, including but not limited to unauthorised data processing, lack of consent or data breaches arising from the Client’s use of the services.
20.3 The Client must ensure that any data shared with No Name Digital is processed lawfully and in accordance with applicable regulations.
20.4 The Client agrees to indemnify, defend, and hold harmless No Name Digital, its affiliates, and employees from any claims, damages, or penalties arising from non-compliance with GDPR or other data protection laws due to the Client’s actions or omissions.
20.5 No Name Digital implements security measures to protect the integrity of its services. However, the Client remains responsible for ensuring that their data handling practices align with GDPR requirements, including the secure transmission and storage of personal data.
20.6 We are not responsible or liable for any GDPR compliance issues arising between our clients and their own customers, users, or leads. This includes, but is not limited to, the absence or incorrect implementation of required consent mechanisms (such as opt-in checkboxes) on websites, social media platforms, or any other data collection forms—regardless of whether we are managing or executing marketing campaigns on behalf of the client. It is the sole responsibility of the client to ensure that all data collection and processing activities are compliant with applicable data protection laws, including the GDPR.
20.7 The Client acknowledges that any images, graphics or other content incorporated into the Project may be sourced from third party providers including royalty-free image libraries or supplied directly by the Client. Such content may be subject to additional intellectual property rights including copyrights, trademarks, design rights, moral rights, proprietary rights, property rights, privacy rights or similar. The Client is solely responsible for verifying whether consent, permission or a licence is required for the use of any such content. The Company accepts no liability arising from the Client’s use of content for which appropriate rights have not been obtained.
21. Limitation of Liability
21.1 The Agency will not be liable for any loss, damage, costs, or expenses arising from unauthorized access, hacking, or other security breaches.
21.2 The Agency will not be liable for the loss, corruption, or deletion of any data or content, whether stored on third-party platforms, hosting providers, or otherwise.
21.3 The Agency will not be liable for downtime, service interruptions, or errors caused by hosting providers, software, third-party integrations, or social media platforms.
21.4 The Agency will not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of revenue, profit, goodwill, or business opportunities.
21.5 The Client acknowledges that while the Agency will take reasonable measures to protect and preserve data, the ultimate responsibility for maintaining backups, security credentials, and safeguarding content rests with the Client.
21.6 To the maximum extent permitted by law, the Agency’s total liability under this Agreement shall not exceed the total fees paid by the Client to the Agency in the twelve (12) months preceding the claim.
21.7 The Client acknowledges that any images, graphics or other content incorporated into the Project may be sourced from third party providers including royalty-free image libraries or supplied directly by the Client. Such content may be subject to additional intellectual property rights including copyrights, trademarks, design rights, moral rights, proprietary rights, property rights, privacy rights or similar. The Client is solely responsible for verifying whether consent, permission or a licence is required for the use of any such content. The Company accepts no liability arising from the Client’s use of content for which appropriate rights have not been obtained.
21.8 The Client acknowledges and agrees that they are solely responsible for ensuring that all fonts, images and other third-party materials supplied or requested for use in the website have the appropriate rights, permissions or licences in place. The Company accepts no liability for any infringement arising from the use of materials provided by the Client or selected by the Client without the necessary authorisation. The Client agrees to indemnify the Company against any claims, damages or legal costs resulting from improper or unauthorised use of such content.
22. Use of Work for Promotional Purposes
22.1 The Client grants the Agency the right to use, reproduce, display, and showcase any work created under this Agreement for the Agency’s own marketing and promotional purposes. This includes, but is not limited to, use on the Agency’s website, social media channels, case studies, presentations, and other marketing materials (digital or print). The Agency will not disclose any confidential or sensitive information belonging to the Client in connection with such use.
23. Acceptance of Terms and Conditions
23.1 By engaging in our service, the Client agrees to the terms and conditions outlined here.
23.2 This agreement constitutes a binding contract.