TERMS AND CONDITIONS FOR THE SUPPLY OF MARKETING, SOCIAL MEDIA & WEBSITE SERVICES

DEFINITIONS AND INTERPRETATION

In these Terms and Conditions the following definitions apply unless otherwise stated:

• Business Day – A day (other than Saturday, Sunday, or public holiday) when banks in London are open for business.

• Contract – The agreement between the Company and the Client for the supply of Services governed by these Terms.

• Client – The individual or business entity who purchases Services from the Company. If acting as a consumer (outside trade or business), statutory rights under UK law apply.

• Company – Stephanie Orgill trading as Joli Stag, incorporated in England, registered office Acklington, UK.

• Order / Order Form – Written, emailed, or verbal confirmation forming part of the Contract.

• Quotation – Written, emailed, or verbal proposal prepared by the Company for providing Services. Valid for 14 Business Days.

• Services – Social media management, marketing, website design/development, and related work.

• Specification – Description of Services in the Order.

• Intellectual Property Rights – All patents, rights to inventions, utility models, copyrights, trademarks, trade names, software, designs, and all other intellectual property created or used in connection with Services.

• White Label Work – Services provided by the Company to a Client who rebrands these services for their own clients - this needs a separate contract and can constitute a breach if not discussed beforehand.

• Force Majeure Event – Events outside reasonable control including natural disasters, storms, floods, earthquakes, hurricanes, fire, war, civil unrest, technical outages, illness, or family emergencies.

Words in singular include plural and vice versa. Headings are for convenience and do not affect interpretation.

TERMS AND CONDITIONS

These Terms apply to all agreements between the Company and the Client, excluding any other terms proposed by the Client. Only written variation by the Company is valid.

THE CONTRACT

• The Order constitutes an offer by the Client. Acceptance occurs when the Company begins providing Services.

• The Contract includes these Terms, the Order, and the Privacy Policy.

• The Client confirms it has not relied on statements outside the Contract.

• Any Quotation is illustrative only and does not constitute an offer.

• White Label Work liability is borne by the Client.

COMPANY OBLIGATIONS AND WARRANTIES

• Services will be delivered with reasonable skill and care according to the Specification.

• Estimated timelines are not binding; time is not of the essence.

• The Company may subcontract services but remains liable.

• The Company may make changes necessary to comply with law or Force Majeure events.

CLIENT’S OBLIGATIONS AND INDEMNITIES

• Provide timely access, content, logins, and approvals.

• Respond promptly to approve materials and implement changes. Failure to do so allows invoicing for Services supplied.

• Indemnify the Company against claims relating to IP, confidentiality, defamation, or regulatory breaches.

• Comply with applicable data protection laws (UK GDPR, DPA 2018, DUAA 2025).

• For White Label Work, indemnify the Company against liabilities with end clients.

PRICES AND PAYMENT

• Prices in GBP, excluding VAT unless stated.

• Website projects: 50% deposit before work starts; balance due within 6 weeks of start date, regardless of completion.

• Marketing/social media retainers: Total price divided over 6-month term, billed monthly.

• Late payments incur £20/month and statutory interest (8% + Bank of England rate).

• Suspension of Services due to non-payment does not waive payment obligations.

WORKING HOURS

• Standard hours: Monday to Thursday, 10:00 – 16:00 (UK time).

• Work outside these hours, including evenings, Fridays, weekends, or public holidays, will be billed at £50/hr or agreed hourly rate.

• Time outside standard hours does not affect deadlines unless agreed.

DELAYS, COMPLAINTS, AND REVISIONS

• Complaints must be raised promptly.

• Delays due to Force Majeure or Client delays do not constitute breach.

• Website projects include 6-week build + 6 weeks revisions.

• Maximum of 6 revisions; additional work charged at £50/hr.

INTELLECTUAL PROPERTY RIGHTS

• All IP created by the Company remains its property.

• Clients receive a limited, non-exclusive license while Contract is active and payments are current.

• Ownership of websites transfers only upon full payment.

• The Company may use work in portfolios and marketing.

• Clients grant a license for the Company to use their materials solely to provide Services.

CONFIDENTIALITY AND DATA PROTECTION

• Both parties comply with Data Protection legislation.

• Clients indemnify the Company for breaches caused by supplied materials or instructions.

• Real-time transcription tools (e.g., Otter.ai) may be used for accuracy, record-keeping, and dispute resolution.

FORCE MAJEURE

• Neither party is liable for Force Majeure events, including natural disasters, war, storms, outages, illness, or family emergencies.

• Obligations may be suspended during disruption.

• If disruption continues beyond 30 days, timelines may be automatically extended.

TERM, TERMINATION, AND ASSIGNMENT

• Minimum 6-month term; automatically renews unless 60 days’ notice given.

• Early termination does not remove liability for remaining balance.

• The Company may terminate immediately for non-payment or material breach.

• Clients may not assign rights without written consent.

LIABILITY

• Total liability is limited to total amounts paid by Client.

• No indirect, consequential, or special losses recoverable.

THIRD-PARTY SERVICES

• Client acknowledges reliance on third-party platforms or software.

• Company is not liable for outages, downtime, or inaccuracies.

MISCELLANEOUS

• Invalid clauses are severable.

• Notices must be in writing.

• Dispute resolution first via negotiation, then mediation or court.

• Governing law: England and Wales; non-exclusive jurisdiction of English courts.

CONSUMER RIGHTS

• Consumers may cancel within 14 days of Order acceptance; services performed prior to cancellation charged pro-rata.

ENTIRE AGREEMENT

• This Contract supersedes prior agreements and constitutes the entire agreement.