Terms of Business

1. About these Terms

1.1 These Terms of Business ("Terms") apply to all advertising, content and outreach services supplied by Olivia Hudson Limited, a company registered in England and Wales under company number 12538406, VAT number 364802101, with its registered office at [address] ("we", "us", "our"). You can contact us at info@oliviahudson.co.uk or +44 0330 133 1912.

1.2 They apply to the business named on the Proposal, Order Form or Statement of Work ("Client", "you", "your"). We only contract with businesses, not consumers. These Terms apply to Clients based in the United Kingdom ("UK Clients") and in the United States ("US Clients"), with country-specific rules set out where relevant. A Client's location is the country of its registered office or principal place of business.

1.3 The contract between us ("Agreement") is formed when you sign or accept a Proposal, pay our first invoice, or instruct us to start work, whichever happens first. It is made up of these Terms and the Proposal.

1.4 If the Proposal conflicts with these Terms, the Proposal wins for that point only. Any terms you send us (including purchase order terms) do not apply.

1.5 These Terms are published on our website and form part of every Proposal, so no separate signature is needed. We may update them from time to time. The version on our website when you accept a Proposal applies to that Agreement, and later changes only apply to you if you agree to them in writing.

2. Definitions

• Ad Spend means money paid to Platforms for advertising (media budget). It is separate from our Fees.
• Client Materials means anything you give us or approve, including logos, images, copy, product claims, offers, testimonials, contact lists and data.
• Deliverables means the ads, campaigns, posts, copy, graphics, videos, scripts, sequences and other materials we create for you.
• Fees means our charges for the Services, as set out in the Proposal.
• Initial Term means the minimum term stated in the Proposal, or 3 months if none is stated.
• Outreach means messages sent to prospects on your behalf, including by email, LinkedIn, social media direct message or similar channels.
• Platforms means third-party services we use to deliver the Services, including Google, Meta, LinkedIn, TikTok, email providers and automation or CRM tools.
• Proposal means the proposal, order form, quote or statement of work describing the Services and Fees.
• Services means the advertising management, content creation and Outreach services described in the Proposal.

3. The Services

3.1 We will provide the Services described in the Proposal with reasonable skill and care. Anything not listed in the Proposal is out of scope.

3.2 Advertising. We plan, build, manage and optimise paid campaigns on the Platforms named in the Proposal. Unless the Proposal says otherwise, ad accounts are owned by you and billed to your payment method.

3.3 Content. We create Deliverables to the volume and format in the Proposal. Each Deliverable includes up to 2 rounds of revisions. Further revisions or new requests are charged at our current rates.

3.4 Outreach. We write and send Outreach messages to prospects you approve or that we identify using the targeting criteria you agree. We send Outreach in your name and on your behalf.

3.5 Changes. Either of us can ask to change the Services. A change only applies once we both agree it in writing (email is fine), including any change to the Fees.

3.6 Timescales. Any dates we give are estimates. We are not responsible for delays caused by you, a Platform, or anything outside our reasonable control.

3.7 Our team. We decide how the Services are performed and may use employees, freelancers or subcontractors. We remain responsible for their work under this Agreement.

3.8 Independent contractor. We act as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship, except that we may send Outreach and manage ad accounts on your behalf as described above.

4. Your Responsibilities

4.1 Information and access. You will give us the information, access, approvals and feedback we reasonably need, on time. If you don't, we are not liable for any resulting delay or failure, and Fees remain payable.

4.2 Approvals. You must review every Deliverable, ad and Outreach message before it goes live. Once you approve something (including by email, message, or by not objecting within 3 working days of us sending it), you are responsible for its content. Approved work that you later want changed counts as a new request.

4.3 Accuracy of claims. You are solely responsible for making sure that everything said about your business, products, services, prices, results and offers is true, not misleading and can be substantiated. We rely on what you tell us and do not verify it.

4.4 Client Materials. You confirm you own or have permission to use all Client Materials, and that our use of them as instructed will not infringe anyone's rights or break any law.

4.5 Regulated sectors. If your business is regulated (for example financial services, health, legal, gambling, alcohol or property), you are responsible for making sure all ads, content and Outreach comply with the rules that apply to you, and for obtaining any compliance sign-off.

4.6 Outreach data and consent. For Outreach, you are the data controller of prospect data. You are responsible for having a lawful basis to contact each prospect, for complying with data protection and direct marketing law (for UK Clients, including UK GDPR and PECR; for US Clients, including CAN-SPAM, the Telephone Consumer Protection Act and applicable state privacy and anti-spam laws), and for handling opt-outs and complaints. If you supply contact lists, you confirm they were lawfully obtained.

4.7 Platform accounts. You are responsible for your Platform accounts, payment methods, and for complying with each Platform's terms and advertising policies. You must keep your login details secure and give us only the access level we need.

4.8 Legal review. We are a marketing agency, not a law firm. We do not give legal, regulatory or compliance advice. If you need it, you should take your own advice before approving work.

5. No Guarantee of Results

5.1 Marketing results depend on many things outside our control, including your offer, pricing, sales process, market conditions, competition and Platform algorithms. We do not guarantee any particular result, including leads, sales, bookings, reply rates, return on ad spend, cost per result, follower growth, engagement or rankings. Any forecast or benchmark we give is an estimate only.

5.2 Platforms. Platforms are run by third parties and can change their rules, pricing, algorithms or features at any time. We are not responsible for, and you will not hold us liable for:

• ads, content or Outreach being rejected, limited or removed by a Platform;
• account restrictions, suspensions or bans, including LinkedIn or email sending limits;
• emails being marked as spam or messages not being delivered;
• Platform outages, tracking or reporting errors, or data loss;
• invalid clicks, click fraud or bot traffic.

We will follow Platform policies as we understand them and use reasonable efforts to resolve problems, but the final decision always rests with the Platform.

5.3 Third-party tools. Where we use third-party software, the supplier's own terms apply and we are not liable for its performance.

5.4 Recipient reactions. We are not liable for how prospects, followers or the public respond to approved ads, content or Outreach, including complaints, negative comments or reputational impact.

5.5 EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL WARRANTIES, CONDITIONS AND TERMS IMPLIED BY LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

6. Fees, Ad Spend and Payment

6.1 Fees. You will pay the Fees in the Proposal. Monthly Fees are invoiced in advance at the start of each month. Set-up and one-off Fees are invoiced on signing and are non-refundable once work has started.

6.2 Ad Spend. Ad Spend is not included in our Fees. You pay it directly to the Platform. If we ever pay Ad Spend on your behalf, you will reimburse us in full within 7 days of our invoice. We are not liable for overspend caused by Platform pacing, billing thresholds or budget changes you request or approve.

6.3 Payment terms. Invoices are payable within 14 days of the invoice date, unless the Proposal says otherwise. Fees are charged in the currency stated in the Proposal. All Fees are exclusive of VAT (for UK Clients) and any sales, use or similar taxes (for US Clients), which are added at the applicable rate and paid by you.

6.4 Expenses. We will only charge expenses (such as stock assets, software seats or travel) that you have approved in advance.

6.5 Late payment. If you pay late, we may:

• for UK Clients, charge interest at 8% a year above the Bank of England base rate, plus fixed compensation and reasonable recovery costs, under the Late Payment of Commercial Debts (Interest) Act 1998; for US Clients, charge interest at 1.5% a month (or the highest rate permitted by law, if lower), plus all collection costs, including reasonable attorneys' fees;
• pause all Services, including live campaigns and Outreach, until you are fully paid up. Fees continue to be due during any pause caused by late payment.

6.6 No set-off. You will pay all invoices in full without deduction or withholding.

6.7 Price changes. We may review our Fees once a year by giving you at least 30 days' written notice.

7. Term and Termination

7.1 Initial Term. The Agreement starts on the date it is formed and runs for the Initial Term. You cannot end it early without cause, and the Fees for the full Initial Term are payable.

7.2 Rolling term. After the Initial Term, the Agreement continues month to month. Either of us can end it by giving at least 30 days' written notice, which may be given so that it expires at the end of the Initial Term.

7.3 Notice period fees. Fees for any notice period are payable in full, even if you pause, reduce or stop advertising, content or Outreach during that time.

7.4 Ending for breach. Either of us may end the Agreement immediately by written notice if the other:

• commits a material breach and does not fix it within 14 days of being asked to in writing; or
• becomes insolvent, enters administration or liquidation, files for bankruptcy, or stops trading.

7.5 Our right to end. We may also end the Agreement immediately by written notice if you fail to pay any invoice within 14 days of its due date, or if you ask us to do anything we reasonably believe is unlawful, misleading or against a Platform's policies.

7.6 What happens on ending. You will pay all Fees and approved expenses up to the end date, plus any unpaid Fees for the Initial Term or notice period. We will stop all Services, hand back any ad account access we hold, and send you final Deliverables that have been paid for. Sections 4, 5, 6, 8, 9 and 10 continue to apply after the Agreement ends.

8. Intellectual Property, Confidentiality and Data

8.1 Deliverables. Once you have paid all Fees due, you own the final, approved Deliverables. Until then, we own them and you may not use them.

8.2 Our materials. We keep ownership of our templates, frameworks, processes, prompts, campaign structures, know-how and any drafts or concepts you did not choose. Nothing in this Agreement transfers them to you.

8.3 Portfolio. Unless you tell us otherwise in writing, we may show your name, logo and published work in our portfolio and marketing.

8.4 Confidentiality. Each of us will keep the other's confidential information secret and only use it for this Agreement. This does not apply to information that is public (other than through a breach), already known, independently developed, or that must be disclosed by law.

8.5 Data protection. Each of us will comply with the data protection laws that apply to us: for UK Clients, UK GDPR and the Data Protection Act 2018; for US Clients, applicable federal and state privacy laws, including the California Consumer Privacy Act where it applies. Where we process personal data on your behalf (for example prospect lists for Outreach or audience data for ads), you are the controller (or "business") and we are the processor (or "service provider"). We will:

• process it only on your documented instructions;
• keep it secure and confidential;
• use only subprocessors (such as Platforms and software tools) bound by appropriate terms;
• help you respond to data subject requests and notify you without undue delay of any data breach;
• delete or return it when the Agreement ends, unless the law requires us to keep it.

8.6 Non-solicitation. During the Agreement and for 6 months after, you will not directly hire or engage any of our staff or contractors who worked on your account without our written consent.

9. Limitation of Liability and Indemnity

9.1 What we don't exclude. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct where the law of a US state does not allow it to be limited, or for anything else that cannot be limited or excluded by law.

9.2 Losses we are not liable for. Subject to 9.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• loss of profit, revenue, sales or business;
• loss of anticipated savings or opportunity;
• loss of goodwill or damage to reputation;
• wasted Ad Spend or wasted expenditure;
• loss, corruption or delay of data;
• indirect or consequential loss.

9.3 Overall cap. Subject to 9.1, our total liability to you for all claims arising under or in connection with this Agreement, in any 12-month period, is limited to the Fees you paid us in the 1 month before the event that gave rise to the claim. Ad Spend does not count towards this figure.

9.4 Things we are never liable for. Subject to 9.1, we are not liable for any loss arising from: Client Materials or information you supply; content, ads or Outreach you approved; your instructions; your breach of these Terms; Platform actions under section 5.2; or your failure to comply with laws that apply to your business.

9.5 Time limit for claims. You must notify us in writing of any claim within 6 months of becoming aware of the circumstances giving rise to it. After that, the claim is waived.

9.6 Your indemnity. You will indemnify us, and keep us indemnified, against all claims, losses, fines, penalties, damages, costs and expenses (including reasonable legal fees) arising from:

• Client Materials or claims about your business, products or services;
• any breach of section 4, including data protection, direct marketing, advertising or regulatory rules;
• Outreach sent to contacts you supplied or approved;
• any complaint, regulatory action or Platform penalty relating to approved work;
• your breach of these Terms.

9.7 Insurance. You are responsible for insuring your own business against the risks it carries.

9.8 US Clients. Some US states do not allow the exclusion or limitation of certain damages. If such a law applies, the exclusions and limits in this section apply to the fullest extent that law permits.

10. General

10.1 Events outside our control. We are not liable for delay or failure caused by events beyond our reasonable control, including Platform outages or policy changes, internet or power failures, illness, strikes or government action.

10.2 Notices. Notices must be in writing and sent by email: to us at info@oliviahudson.co.uk, and to you at the address in the Proposal (or another address either of us notifies in writing). An email notice is received at 9am on the next working day after sending.

10.3 Entire agreement. This Agreement is the whole agreement between us and replaces any earlier discussions or proposals. You have not relied on any statement not set out in it.

10.4 Changes to these Terms. Changes only apply if agreed in writing by both of us.

10.5 Assignment. You may not transfer this Agreement without our written consent. We may transfer it to a group company or a buyer of our business.

10.6 Severance. If any part of this Agreement is found invalid, the rest remains in force, and the invalid part applies with the minimum change needed to make it valid.

10.7 Waiver. A failure or delay in enforcing a right is not a waiver of it.

10.8 Third parties. No one else has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

10.9 Electronic signature. This Agreement may be signed or accepted electronically and in counterparts.

10.10 Law and courts. For UK Clients, this Agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. For US Clients, this Agreement is governed by the laws of the State of [State], without regard to its conflict-of-law rules, and the state and federal courts located in [County], [State] have exclusive jurisdiction.

10.11 US Clients: disputes. For US Clients, each of us waives any right to a jury trial in any dispute arising from this Agreement, and the prevailing party is entitled to recover its reasonable attorneys' fees and costs.