Terms of Business

These terms of business apply to services provided by Complete Marketing Solutions (“CMS”, “we” or “us”) to business and organisation clients (“you”). They are intended for business-to-business work and are not written for consumer services.

The written proposal or quote for your project (“Proposal”) sets out the agreed scope, deliverables, fees, payment milestones, assumptions and target dates. The Proposal and these terms form the agreement when you accept the Proposal in writing, by email, or ask us to begin work. A Proposal takes precedence over these terms only where it expressly says that it changes a specific term.

We will provide the services and deliverables described in the Proposal. Work not included in that scope is not included in the quoted fee. If requirements change, we will explain any effect on fees and timing and agree the change with you in writing before carrying out the additional work.

Fees, payment milestones and any expenses will be set out in the Proposal. Unless the Proposal or invoice says otherwise, invoices are payable within 14 calendar days. VAT will be added where applicable. We will obtain your written agreement before incurring chargeable expenses or starting additional work.

Please tell us promptly if you believe an invoice is incorrect and explain why. You must pay any undisputed amount by its due date. Statutory rights relating to late payment are not affected by these terms.

You will provide the copy, images, product information, data, access credentials, decisions and approvals that the Proposal identifies as your responsibility, by the agreed dates. You are responsible for checking that information you provide is accurate and that you have the rights and permissions needed for us to use it in the project.

You will review work and give consolidated feedback or approval within the review period agreed in the Proposal. If no review period is stated, please respond within five business days so that the project can keep moving. We will tell you if an item is blocking progress.

If content, access, instructions or approvals that you are responsible for arrive after an agreed deadline, the affected project dates will move by at least the length of the delay. We may need to reschedule the work around other commitments and will confirm a revised schedule with you. We are not responsible for delay caused by missing or late client materials or decisions.

If a required item remains outstanding 30 calendar days after its agreed due date, we may send written notice asking you to provide it within 10 business days. If it is still outstanding after that notice period, and CMS has completed all work within its control so that your missing item is the only thing preventing the agreed launch or completion, we may treat the project as ready for completion for invoicing and issue the final milestone invoice set out in the Proposal. This does not apply to work that CMS has not completed, or where another issue within CMS’s control is preventing completion. Any additional work or costs to restart a paused project will be agreed with you in writing before they are charged.

The Proposal will describe what is included in the review and revision process. You should check deliverables carefully and raise any issues against the agreed scope during that process. Requests that change the agreed scope may be treated as additional work under section 2.

You retain ownership of materials you supply. Once all fees due for a project have been paid, rights in bespoke deliverables will transfer or be licensed to you as stated in the Proposal. Until then, you may review the work but must not publish or use it commercially.

Tools, code, methods and materials that CMS owned or developed independently of your project remain CMS’s property. Third-party software, fonts, stock assets and platform components remain subject to their owners’ licences and terms.

Websites and marketing work may depend on services we do not control, such as hosting providers, Shopify, advertising platforms, search engines and software suppliers. Their availability, features, charges and rules may change. We are not responsible for interruptions or changes caused by those providers, but we will discuss reasonable next steps with you.

We will carry out work with reasonable care and skill, but cannot guarantee specific search rankings, traffic, sales, enquiries or other commercial results. These depend on factors outside our control.

Each of us will take reasonable steps to protect confidential information received from the other and use it only for the project, unless disclosure is required by law or the information is already public through no fault of the receiving party.

Each party will comply with the data-protection obligations that apply to it. If CMS needs to process personal data on your behalf, we will agree any required data-processing terms before that processing begins.

Either party may end the agreement if the other commits a material breach and does not put it right within 14 days of written notice. You may also ask to cancel a project in writing. In either case, you must pay for work completed up to the end date and any third-party costs or commitments that cannot reasonably be cancelled. We will discuss the handover of paid-for work with you.

If a project is paused, its schedule will need to be agreed again before work resumes. Any restart fee or additional work will be agreed in writing first.

Each party is responsible for losses caused by its breach of the agreement, negligence or other failure to meet its legal obligations. Nothing in these terms limits or excludes liability where the law does not allow that limitation or exclusion.

Neither party is responsible for a delay caused by circumstances reasonably beyond its control. The affected party will let the other know and take reasonable steps to reduce the effect of the delay.

These terms and any agreement formed under them are governed by the laws of England and Wales. The courts of England and Wales will deal with disputes, subject to any mandatory legal rights that apply.