1. INTERPRETATION

1.1 These terms and conditions shall not apply if there is a signed Master Services Agreement (MSA) in place between the Company and the Customer.

1.2 These terms and conditions shall override any conflicting terms in a Proposal, Estimate, or Statement of Work, unless a term in such documents explicitly refers to the provision in these terms and conditions that it is intended to override.

2. COMMENCEMENT AND TERM

2.1 The Agreement shall commence on the earlier of:

(a) the date the Customer signs the Proposal, Estimate, or Statement of Work, or requests in writing for the Company to commence Services, or

(b) the date the Customer requests in writing for Notepad Ltd (Company Number: 15317639) to commence the Services as per the Proposal, Estimate, or Statement of Work.

2.2 The Agreement shall continue until completion of the Services, which shall be deemed to occur upon the final submission of all deliverables and full payment of the final invoice, unless otherwise stated in the Proposal, Estimate, or Statement of Work.

3. SUPPLY OF SERVICES

3.1 The Company shall supply the Services to the Customer from the Services Start Date in accordance with these terms and conditions.

3.2 In supplying the Services, the Company shall:

• Perform the Services in a professional manner and with all reasonable care and skill.
• Perform the Services in accordance with the service description set out in the Proposal, Estimate, or Statement of Work.
• Create Deliverables that comply with any specification set out in the Proposal, Estimate, or Statement of Work.
• Comply with the Customer’s brand guidelines and marketing policies provided to the Company at the commencement of the Services.
• Take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Company may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Agreement.

3.3 Where the Services include search engine optimisation services or an online marketing campaign, the expected output and results of the Services contained in a Proposal are best estimates only, and statements in the Proposal do not guarantee increases in page traffic or ranking or other target achievements. The Customer acknowledges that any reliance on such estimates is at the Customer’s own risk.

3.4 The Company is not responsible for any failure to provide the Services which arises out of any act or omission by a third party outside of the control of the Company or where any assumptions or dependencies set out in a Proposal, Estimate, or Statement of Work are not met.

3.5 Any requests for changes to the agreed Services or Deliverables shall be subject to a written change request process. The Company shall provide an estimate of costs and timeline adjustments before proceeding with any such changes. No additional work shall be undertaken without the Customer’s written approval, except where additional revisions are chargeable under Clause 6.1.1.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer acknowledges that the Company requires the Customer to collaborate with it and carry out certain obligations to enable the Company to provide the Services on time and on budget. The Customer shall therefore provide timely approvals, clear one voice feedback and access to materials and ensure all provided content complies with advertising, copyright and intellectual property laws.

4.2 If the Company’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, then the Company shall:

• Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
• Be entitled to payment of the Price despite any such prevention or delay.
• Be entitled to invoice for any additional resources required or lost time that has been reserved and lost because of the prevention or delay.
• Be entitled to levy additional charges in accordance with Clause 6 (Project Delays and Additional Charges).
• Be entitled to require the Customer to use reasonable endeavours to prevent and mitigate any further delays to the Services.
• Recover all third-party costs incurred due to the Customer’s delay or cancellation, regardless of whether the related services were delivered. The Customer shall be responsible for reimbursing the Company in full for any such costs.

4.3 The Customer shall not remove the Company’s agreed credits from the final work product.

5. PRICE AND EXPENSES

5.1 The Company shall invoice and the Customer shall pay the Price and Expenses in accordance with the milestones set out in the Proposal, Estimate, or Statement of Work, and if none are set out, then the Company shall invoice the Customer at the start of each month for the Services provided.

5.2 Where the Services are for Training, the Customer must pay the invoice in full prior to the training being delivered. If payment is not made, the Company may suspend the Training until payment has been made in full.

5.3 The Price is exclusive of value added tax (VAT), which the Customer shall additionally be liable to pay at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

5.4 If the Customer fails to make any payment due to the Company under the Proposal by the due date for payment, then, without limiting the Company’s remedies, the Company may suspend all Services until payment has been made in full.

5.5 All amounts due under the Proposal from the Customer to the Company shall be paid in full without any set-off or deduction.

5.6 The Company may invoice the Customer for an additional 20% of any paid search or paid social media cost bought by the Company on behalf of the Customer, which amount shall cover the Company’s administrative costs in purchasing the media.

5.7 In addition to the Price for the Services, the Company may invoice a separate amount based on an average day rate of £900 for the time spent planning a media campaign for the Customer.

5.8 Withholding Tax: If any withholding or deduction is required by law to be made by the Customer, the amount of such payment shall be increased by the minimum amount necessary to ensure that after making such withholding or deduction, the Company receives an amount equal to the full amount which would have been received had no such withholding or deduction been required. The Customer shall provide the Company with all documentation necessary to prove that the withholding tax has been paid to the relevant authorities.

5.9 Bank Charges & Transaction Fees: The Customer shall ensure that all payments are made in full, free of any deductions, bank charges, intermediary banking fees, or transaction costs. If any such fees apply, the Customer shall bear the cost to ensure the Company receives the full invoiced amount.

5.10 Tariffs & Government-Imposed Costs: If any new tariffs, import/export duties, or government-imposed costs impact the pricing of the Services, the Company reserves the right to pass these costs on to the Customer. The Company shall provide reasonable documentation of such costs upon request.

5.11 Rate Adjustments for Recurring Work: For any retainer or recurring work, the Company reserves the right to increase prices annually by a combination of (a) the UK Consumer Price Index (CPI) and (b) any additional increase required to reflect changes in operating costs imposed by government regulation, including but not limited to employer National Insurance contributions or other such levies.

5.12 Annual Contract Renewal: Unless notice is given or stated otherwise in the Proposal, Estimate, or Statement of Work, annual contracts shall automatically renew on the anniversary of their start date unless cancelled in writing at least 60 days prior.

5.13 Late Payment Interest: If the Customer fails to make any payment by the due date, the Company reserves the right to charge interest at the maximum legally permitted rate under the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue daily from the due date until payment is made in full.

5.14 Prepayment for Film & Photoshoots: All film and photoshoot services must be paid in full no later than 10 days prior to the scheduled shoot date. If payment is not received, the Company reserves the right to cancel or reschedule the shoot at its discretion.

5.14 Hosting & Tooling. Where the Company provides Hosting & Tooling services for websites and digital products, the company may at any time during the agreement, increase resources required to continue to provide such services to include but not limited to hosting infrastructure, hosting storage, site monitoring, DDOS protection that enables the Company to fulfil its obligations to the Client. The Company may increase the resources and pass on the additional cost to the Client of up to 100% increase without prior approval. Increases over 100% require client approval.

6. PROJECT DELAYS AND ADDITIONAL CHARGES

6.1 The Company reserves the right to apply additional charges under the following circumstances:

6.1.1 Amendments & Revisions:

Where not otherwise specified in a Proposal, Estimate, or Statement of Work, the Company shall provide up to two rounds of reasonable revisions to Deliverables as part of the agreed scope. Any additional amendments shall be chargeable at a minimum of £750 per round, unless explicitly stated otherwise in the approved Estimate or Statement of Work. These additional amendments shall be deemed pre-approved upon the Customer’s acceptance of the Estimate or Statement of Work, with no further approval required at the time of revision.

6.1.2 Client Delays:

If the performance of the Services is delayed due to any act or omission of the Customer, and an agreed project plan with defined timings is in place, the following charges shall apply:

• Resource Hold Fee: £2,000 per day for each day the Company’s resources are idle due to the Customer’s delay. This applies if the delay occurs without at least 14 days’ written notice and prevents scheduled work from proceeding.
• Rescheduling Charges: If the delay results in work needing to be rescheduled, the Customer shall pay a £1,500 rescheduling fee plus any third-party cancellation or rebooking fees incurred.
• Third-Party Costs Due to Delays: The Customer shall be responsible for reimbursing the Company for any third-party costs incurred due to the delay, regardless of whether the related services were delivered.
• Extended Project Fee: If a delay extends the project timeline by more than 3 weeks, the Company shall be entitled to invoice an additional fee equal to the greater of 20% of the remaining project value or £2,500 to cover administrative and lost opportunity costs.

6.1.3 Reactivation Fees for Unresponsiveness:

If the Customer is unresponsive for more than 10 business days, the Company reserves the right to pause the project. A reactivation fee shall apply to restart work, calculated as the greater of 10% of the project value or £2,500, unless otherwise agreed in writing.

6.1.4 Total additional charges for project delays shall not exceed 50% of the original contract value or the total value of delays beyond three months, whichever is higher.

7. LIMITATION OF LIABILITY

7.1 The restrictions on liability in this clause apply to every liability arising under or in connection with the Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.

7.2 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation; and
• Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.3 Subject to clause 7.2, the Company’s total liability to the Customer shall not exceed 100% of the Price set out in the Proposal, Estimate, or Statement of Work.

7.4 Subject to clause 7.2, the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, and indirect or consequential loss.

7.5 The Company shall not be liable for:

• Any losses, costs, or damages caused by delays or failures attributable to third-party suppliers, contractors, platforms, or service providers engaged by or on behalf of the Customer.
• Any issues or defects arising from information, materials, or instructions provided by the Customer, where the Company was not made aware of potential problems.
• Any errors, omissions, or inaccuracies in the Deliverables that have been reviewed and signed off by the Customer.

7.6 The Company has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Ideas and Concepts: The Company shall retain ownership of all creative ideas and pitches presented to the Customer which do not form the final work product approved by the Customer.

8.2 License to Final Work Product: The Company shall grant the Customer a license to use the final work product on the terms set out in a Proposal, Estimate, or Statement of Work. Where the final work product is a website or software application, the following provisions shall apply instead:

• The Company retains ownership of any pre-existing intellectual property rights owned by it, or which are developed separately from the Proposal, Estimate, or Statement of Work, and any technology background.
• On payment of the total Price under the Proposal, Estimate, or Statement of Work:
• The Company assigns to the Customer the Intellectual Property Rights in the Front-End Visuals of the website or software app; and
• The Company grants the Customer, on a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable basis (with the right to grant sublicenses), the right to use the technology background with the Front-End Visuals (including any further updated version).

8.3 Third-Party Content: Where the Company uses third-party content in the work product created for the Customer, then the Customer shall only use that content in accordance with the license acquired by the Company for the Customer.

8.4 Warranty on Intellectual Property: The Company warrants that the final work product created for the Customer shall not infringe third-party intellectual property rights, save that this warranty does not cover infringements arising out of Customer Materials which the Customer asks the Company to use in the work product or arising out of designs provided by the Customer. The Customer shall indemnify the Company against all claims, damages, losses, and expenses (including legal fees) arising out of or in connection with any infringement caused by the Customer-provided content.

8.5 Modifications by the Customer: Any modifications made by the Customer to the final work product do not transfer any ownership rights unless specifically agreed in writing.

8.6 The Company shall retain the right to use and repurpose any general methodologies, concepts, techniques, or industry knowledge developed during the performance of the Services, provided that no confidential information of the Customer is disclosed or used in a manner that would infringe the Customer’s intellectual property rights.

8.7 The Company shall only be required to provide the Customer with the final deliverables in the agreed format(s). The Company shall retain ownership of all working files, raw assets, drafts, and source materials (including but not limited to layered design files, raw video footage, source code, and proprietary templates), unless otherwise agreed in writing.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• The other party commits a material breach of any term of the Agreement and fails to remedy that breach within 14 days after being notified to do so;
• The other party takes any step or action in connection with entering administration, provisional liquidation, or any arrangement with creditors (other than for a solvent restructuring);
• The other party is wound up (voluntarily or by court order, unless for a solvent restructuring);
• The other party has a receiver appointed to any of its assets or ceases to carry on business;
• The other party suspends, threatens to suspend, or ceases to carry on all or a substantial part of its business; or
• The Company reasonably determines that the Customer’s credit rating has fallen to a high-risk category, indicating a material risk of non-payment.

9.2 Without affecting any other right or remedy available to it, the Company may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement.

9.3 On termination of the Agreement for whatever reason:

• The Customer shall immediately pay to the Company all outstanding unpaid invoices and interest.
• The Customer shall remain liable to pay the full remaining contract value for the project, regardless of whether all deliverables have been completed. No refunds shall be provided for work already undertaken.
• The Customer shall reimburse the Company for all third-party costs, expenses, or contractual commitments incurred before the date of termination, regardless of whether the related services have been delivered.
• Company shall return or delete all Customer Materials.
• Any provision of the Agreement intended to survive termination shall remain in force.

9.4 The Customer shall have no right to terminate for convenience once the Estimate or Proposal has been approved.

10. ASSIGNMENT & GROUP COMPANIES

10.1 The Company may assign this Agreement within its group of companies, provided the Customer is notified in writing and such assignment does not materially change the Customer’s rights or obligations. The Customer acknowledges that such assignment does not require consent and shall not affect the enforceability of the Agreement.

10.2 The Company may, without the need for further consent from the Customer, utilise the services of any member of its group of companies to perform the Services in whole or in part. This includes, but is not limited to, the delivery of Services and issuing invoices. The Company shall remain responsible for the performance of any Services subcontracted to a group company or third party directly engaged by the Company and shall ensure that any such entity complies with the terms of this Agreement.

The Company shall not be liable for any failures or delays caused by third-party suppliers, contractors, platforms, or service providers engaged by or on behalf of the Customer, as per Clause 7.5.

10.3 This Agreement is entered into solely with Notepad Ltd. While the Company may, at its discretion, subcontract or engage other entities within the Common Thread Group Limited corporate group to perform Services, such entities shall have no contractual liability to the Customer.

10.4 The Customer shall not assign, transfer, or subcontract any or all of its rights and obligations under the Agreement without the Company’s prior written consent. Any such assignment shall require the execution of a novation agreement, transferring all rights and obligations to the new entity, ensuring the Company is not disadvantaged by the transfer.

11. CONFIDENTIALITY & NON-SOLICITATION

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, or pricing and commercial terms of the other party except as permitted by clause 11.2.

11.2 Each party may disclose the other party’s confidential information:

• To its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that these individuals comply with this clause.
• As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

11.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

11.4 Unless the Customer notifies the Company otherwise in writing, the Company may refer to the Customer as a client of the Company in its marketing materials and may use the Services as a marketing case study.

12. ENTIRE AGREEMENT

12.1 This Agreement, together with any accompanying Proposal, Estimate, or Statement of Work (where applicable), constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that in entering into the Agreement, it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

12.3 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives), and an exchange of emails will be acceptable.

13. NON-SOLICITATION

13.1 The Customer agrees that during the term of this Agreement and for a period of 12 months after its termination, it shall not, directly or indirectly, solicit for employment, hire, or engage any employee, consultant or sub-contractor of the Company who was involved in providing the Services.

13.2 If the Customer breaches this clause and employs or engages the employee of the Company, the Customer shall pay the Company an amount equal to 125% of that person’s annual financial remuneration. The parties agree that this sum represents a genuine pre-estimate of the Company’s loss.

13.3 If the Customer breaches this clause and employs or engages the consultant or sub-contractor Company, the Customer shall pay the Company an amount equal to 100% of that consultant or subcontractors fee. The parties agree that this sum represents a genuine pre-estimate of the Company’s loss.

14. SEVERANCE (IF A CLAUSE IS INVALID)

14.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

14.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

14.3 If a provision is found to be invalid or unenforceable, the parties shall, where possible, negotiate in good faith to replace it with a valid and enforceable provision that reflects the original intent and purpose of the Agreement.

15. THIRD-PARTY RIGHTS

15.1 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

16. EXCLUSIVITY

The Company does not grant exclusivity to any Customer unless expressly agreed in writing.

• If exclusivity is required, it must be agreed in advance and reflected in the pricing structure.
• Exclusivity shall be mutual, meaning the Customer agrees that any services the Company provides must be sourced exclusively from the Company and not from any other provider.
• Any exclusivity agreement shall be subject to a fixed term and reviewed periodically.

17. DISPUTE RESOLUTION

17.1 In the event of any dispute regarding the quality or performance of the Services by the Company, the Customer shall provide written details specifying the objective and measurable basis for the dispute. Subjective opinions, preferences, or matters of creative judgment shall not constitute grounds for a dispute.

17.2 In the event of a dispute, senior representatives (Director level or higher) from each party shall meet within 14 days to attempt resolution before referring the matter to mediation. These representatives shall have full decision-making authority to settle the dispute, ensuring efficient resolution. During this period, each party shall act in good faith, including scheduling at least one in-person or virtual meeting to seek resolution.

17.3 If the dispute remains unresolved after this 30-day period, the parties shall first attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

17.4 Only if mediation is unsuccessful may either party resort to legal action via the courts or arbitration, as specified in Clause 18 (Governing Law).

18. GOVERNING LAW & JURISDICTION

18.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

18.3 If both parties agree in writing, any dispute under this Agreement may be referred to binding arbitration under the rules of the London Court of International Arbitration (LCIA) or another mutually agreed arbitration body. The arbitration shall take place in London, and the decision of the arbitrator(s) shall be final and binding.