Effective Date: 30/03/2025, 17:58

Updated: 12/12/2025, 14:10

1. Definitions and Interpretation

1.1 In these terms and conditions, the following definitions apply unless otherwise stated:

‘Brief’ means any and all written instructions or plans that have been agreed by the Consultant and the Client, including, but not limited to the Proposal, briefing or planning documents, meeting contact reports, and emails.

‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

‘Contract’ means the contract between the Consultant and the Client for the supply of Services governed by these Terms, Signoff of the Proposal, and any agreed Briefs.

‘Client’ means the individual or business entity who purchases Services from the Consultant and whose details are set out in the Proposal and Brief.

‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

‘Group Company’ means a company which is a subsidiary or holding company of the Consultant, as defined in section 1159 of the Companies Act 2006.

‘Consultant’ means The Robin’s Egg, operated by sole trader Russell Welch, whose registered office is at 23 The Wintles, Bishops Castle, Shropshire, SY9 5ES.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Signoff’ means the agreement of the Contract through a signature on a Proposal, or by the sending and receiving of written acknowledgement, acceptance or instruction by electronic or other means.

‘Proposal’ means the written quotation prepared by the Consultant which contains costs and Scope for providing Services to the Client. This could be in the form of a signed PDF document on Jotform, an accepted Upwork contract, or other written acknowledgement, acceptance or instruction delivered by electronic or other means, which together with these Terms and conditions, shall form a binding contract.

‘Services’ means the services the Consultant will provide to the Client as specified in the Proposal.

‘Scope’ means the description or specification of the Services in the Proposal and any related Briefs. For example, this may outline which marketing channels will be used, or a minimum amount of time the Consultant will spend working for the Client each month.

‘Terms’ means these terms and conditions as updated from time to time by the Consultant.

‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words, which denote a particular gender or other ‘identity’, they shall also be read to include all genders, or other ‘identity’, and vice versa.

1.3 The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. Terms and Conditions

2.1 These Terms shall apply to all agreements concluded between the Consultant and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 These Terms and the Proposal may only be varied by express written agreement between the Consultant and the Client.

3. The Contract

3.1 The Proposal constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Proposal and any relevant Scope are complete and accurate.

3.2 The Proposal shall only be deemed to be accepted when the Consultant issues a written acceptance of the Signoff, or when the Consultant has started to provide the Services having received the Signoff, whichever happens first, at which point the Contract shall come into existence.

3.3 The Contract constitutes the entire agreement between the Consultant to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.

3.4 The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Consultant, which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Consultant and any descriptions or illustrations contained in the Consultant’s collateral or website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Consultant and the Client for the supply of Services.

3.5 A Proposal for the supply of Services given by the Consultant shall not constitute a binding offer. A Proposal shall only be valid for a period of ninety (90) Business Days from its date of issue.

4. Consultant Obligations and Warranties

4.1 The Consultant warrants that it will provide the Services as stipulated in the Proposal using reasonable care and skill to conform in all material respects with the Scope.

4.2 The Consultant shall use all reasonable endeavours to meet any completion dates specified in the Proposal, but any such dates shall be estimates only, and time shall not be of the essence for the provision of the Services. The Consultant shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Consultant with adequate delivery instructions, feedback, resources, or any other information or assets relevant to the supply of the Services.

4.3 The Consultant shall have the right to make any changes to the Services, which are necessary to comply with any applicable law.

4.4 The Consultant shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that the Consultant shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

5. Client’s Obligations and Indemnities

5.1 The Client shall provide assistance, feedback, assets, technical information, and access to online platforms to the Consultant, as reasonably required by the Consultant, in sufficient time to facilitate the execution of an Proposal in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Consultant and warrants and undertakes to the Consultant that the Client’s employees assisting in the execution of an Proposal have the necessary skills and authority.

5.2 The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms, planning material, and imagery submitted by the Consultant. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Consultant.

5.3 The Client shall be obliged to inform the Consultant immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Consultant.

5.4 In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within fifteen (15) Business Days of the date requested by the Consultant), the Consultant shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Proposal, whether or not the Consultant has been able to deliver them.

5.5 The Client shall indemnify and keep the Consultant indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Consultant in respect of any third parties as a result of the provision of the Services in accordance with the Proposal, Scope, Briefs, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Consultant for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.

5.6 The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the General Data Protection Regulation 2016/679 (GDPR), the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep the Consultant indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Consultant by any third party in connection with any breach of the same by the Client.

5.7 The Client shall provide access to the Consultant to make any required changes to the website and any associated digital platforms, including without limitation Google Ads, Microsoft Ads, Meta Ads, Google Analytics, Google Tag Manager, and Google Search Console.

5.8 The Consultant requires that prior notice be given for any alterations relating to the Client’s website(s) and associated digital platforms (including without limitation those outlined in clause 5.7) that may affect the services supplied by the Consultant. If alterations are made by the Client or a third party to the Client’s site(s) or digital platforms, results may be affected, and the Consultant cannot be held responsible.

5.9 The Consultant advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines, and the Client understands that regular, unique content (Including News and Blogs) plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.

6. Prices

6.1 Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Proposal, the Consultant shall be entitled to adjust the agreed prices accordingly.

6.2 The Client acknowledges that certain Services may involve the licensing of third-party Intellectual Property Rights or tools, and that the Client may be required to enter into a licence directly with such third-party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights or tools for materials to be included in marketing materials or used for marketing activities, including if relevant (but without limitation) pictures and licences from third-party owners and licensors.

6.3 The price stated in the Proposal shall be an estimate based on a qualified assessment of the number of hours required to provide the Services. This is an estimate only, and Services shall be invoiced in accordance with the actual number of hours spent rather than the price set out in the Proposal. In the event that the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Consultant’s then-current price list. The Consultant shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Proposal or associated Briefs.

6.4 Whilst every effort is made to ensure that costing estimates are accurate, the Consultant reserves the right to amend any estimate should an error or omission have been made.

7. Ad-hoc Items

7.1 The Proposal may include services or items whose costs will be determined on a time basis rather than a fixed price – termed as ‘Ad-hoc’ and represented by an hourly rate(s). The Client acknowledges that ‘Ad-hoc’ charges may be applied to items such as; additional copywriting, additional advertising campaigns or channels, increases in project management and meetings, amendments, changes to, or additional requirements, functionality etc., or any other items that are outside the Ccope of the Proposal. The Client also acknowledges that such charges will be imposed without prior notice from the Consultant and that the Consultant may accept verbal instruction to undertake any such work.

7.2 The Client remains responsible for advising the Consultant of any financial ‘Cap’ it may wish to impose on ‘Ad-hoc’ charges in writing and prior to their instruction to undertake any work to which these charges may apply. The Consultant acknowledges its responsibility to maintain accurate records of any work that may incur ‘Ad-hoc’ charges and identify these on invoices.

8. Payment

8.1 The Consultant shall invoice the Client monthly (or, as scheduled on the client’s Proposal document, which, if different to the standard terms, will take precedence); in advance for retained work, following Services delivered for one-off projects under £1,000, and with a deposit of 50% in advance for larger one-off projects. If the Client does not pay a monthly invoice when it is due, the Consultant will pause work until the account is brought up to date.

8.2 Ad spend is not included in costs outlined in the Proposal. The Client is responsible for paying this directly to Google Ads, Microsoft Ads, or any other platform as agreed with the Consultant.

8.3 The Client shall pay each invoice submitted by the Consultant in accordance with the terms as they appear on the invoice, or where otherwise not stated, within 30 Business Days of the date of the invoice and in cleared funds in accordance with clause 8.3 below. The invoice number shall be stated on all payments, and payments by BACS, CHAPS, Cheque and Bank Transfer are accepted.

8.4 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law, and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Consultant in order to justify withholding payment of any such amount in whole or in part. 

The Consultant may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Consultant to the Client.

8.5 In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). In addition, at the Consultant’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. The Consultant shall be entitled to submit such reminders weekly once the fees have become overdue. The Consultant expressly reserves all rights, at all times, to bring any legal action it considers appropriate to recover any unpaid sums and, without notice, report any unpaid sums to Credit Reference agencies.

8.6 Late payment shall be considered as constituting a material breach of the Contract entitling the Consultant (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.

8.7 In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Proposal, the Consultant shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Proposal. The Consultant shall be entitled to payment on the basis of the Consultant’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.

8.8 If the Client subsequently requires the Consultant to complete the work within a shorter time frame than specified in the Proposal, the Consultant reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.

9. Delays and Complaints

9.1 In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Consultant shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Proposal (in accordance with clause 18.2.1), provided that the breach is material.

9.2 Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature, it is impossible to ascertain within such a period) to the attention of the Consultant within 48 hours, the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

9.3 The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third-Party Services‘). 

The Client acknowledges that the Third Party Services will be governed by that third parties terms and conditions and that the Consultant cannot provide any warranties in respect of the Third-Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client, and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.

9.4 The Consultant’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.

9.5 The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 9, and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract, and the Consultant’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 10 below.

10. Liability

10.1 Except as expressly stated in this Clause 10, the Consultant shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

10.2 Without prejudice to the generality of Clause 11.1 above, the Consultant shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

10.2.1 Any indirect or consequential loss arising under or in relation to the Contract even though the Consultant was aware of the circumstances in which such loss could arise;

10.2.2 Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;

10.2.3 Loss of data; and

10.2.4 Fraudulent clicks on any of the Client’s accounts managed by the Consultant.

10.3 To the extent such liability is not excluded by sub-clauses 10.1, 10.2 and clause 11 below, the Consultant’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not, in any event, exceed the total sum invoiced for the Services.

11. Other Limitations of Liability

11.1 The Consultant shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Consultant shall use its reasonable efforts to assist in remedial measures if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Consultant’s discretion) the Consultant’s price list, applicable from time to time.

11.2 The Consultant shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup, advertising platforms, etc. and affecting the Services delivered by the Consultant. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Consultant’s price list, applicable from time to time, at the Consultant’s discretion.

11.3 The Consultant shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay-per-click and Google Analytics in accordance with the guidelines applicable to the relevant search engines. However, the Consultant shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond the Consultant’s control and reserves the right to make changes to Services as a result of the same, without prior notice. In addition, the Consultant shall not be liable for other changes or discontinuation of search engines, generative AI platforms or other online services.

11.4 The Consultant shall not be liable for Services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, the Consultant shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.

11.5 The Consultant shall not be responsible for URLs dropped or excluded by a search engine for any reason.

11.6 If the Client does not implement some or all of the Consultant’s recommendations, the Consultant shall not bear any liability for any lack of success experienced by the Client relating to the Services.

12. Intellectual Property Rights

12.1 It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Consultant for incorporation into the Services, and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable, royalty-free, licence to the Consultant to use such Materials for the purposes of providing the Services for the duration of the Contract.

12.2 The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Consultant shall be entitled to reject and delete such material without incurring any liability. In addition, the Consultant shall be entitled to cancel the Proposal.

12.3 The Client shall indemnify the Consultant against all damages, losses and expenses suffered or incurred by the Consultant as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property or other Rights of a third-party.

12.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

12.5 Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Consultant or the relevant third party from whom the Consultant has acquired a right of use with a view to executing the Proposal. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Consultant.

12.6 The Intellectual Property Rights, as mentioned in Clause 13.5, shall not be used, assigned, distributed, copied, or forwarded to online or offline activities by the Client without a separate, express written agreement.

12.7 If the Consultant makes software, scripts, ASP services etc., available to the Client as part of the execution of an Proposal, the Client shall only acquire a non-exclusive, personal, non-transferable license to use such material until the Services under this agreement cease.

12.8 The Client hereby irrevocably licenses the Consultant to use and display the Client’s name, figure, logo, website page, other images, relevant quotes and testimonials, marketing data etc., as a reference, testimonial or case study on the Consultant’s website, other marketing materials, or types of media, including proposal documents whilst they, are a Client of the Consultant and for 36 months after the contract is completed, or terminates. The Client agrees to send the Consultant its most recent logo or figure as and when it is amended from time to time.

13. Third Party Software or Plugins

13.1 The Client acknowledges that certain Services may involve the purchase, or licensing, of third-party software, tools or plugins and that the Client may be required to purchase from, or enter into, a licence agreement directly with such third-party. Accordingly, unless otherwise expressly stated within the Proposal, all prices on an Proposal shall be exclusive of costs for the acquisition of any third-party software, plugin or licenses.

13.2 In the event that the costs of any required third-party software, plugin or license is/are not expressly included within the quotation, the Client agrees to either; supply the Consultant with the material required OR to meet the cost of the Consultant’s disbursement in facilitating the acquisition of any such requirement either in advance or as otherwise agreed. The Client also acknowledges that the Consultant cannot be held liable for any delay caused by the Client’s failure to supply or pay for any such requirement.

14. Domain Names

14.1 The securing, registration, re-registration or transfer of domain names remains the responsibility of the Client to undertake themselves unless a Client expressly requests, in writing, that the Consultant secures or otherwise administers the domain name on the Client’s behalf. In doing so, it is mutually understood that any such request by the Client only becomes effective once the Consultant has acknowledged any such instruction in writing. It is further understood that the Consultant cannot guarantee the availability of a particular or preferred domain name until it has been secured and the Consultant has confirmed this in writing.

14.2 If the Consultant secured the domain name on the Client’s behalf, then the Consultant shall charge an administration fee per their standard hourly rate over and above the cost of the domain name.

14.3 If the Client secures the domain name, the Client acknowledges that they are responsible for providing the Consultant with all information required to activate, host, direct, or administer the Clients website, as required, and that the Client must do this within 24 hours of any such request from the Consultant. The Client also acknowledges that the Consultant cannot be held responsible for delays or additional work arising from the Client’s failure to secure, register, instruct or otherwise act in a timely fashion.

15. Confidentiality and Personal Data

15.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives deemed confidential which have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any additional confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as ‘need to know’ to discharge the Receiving Party’s obligations under the Contract and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

15.2 During the term of the Contract and for a period ending five (5) years from the date of its conclusion, the Consultant shall take the same care as the Consultant uses with its own confidential information to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.

15.3 The obligation in Clause 16.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Consultant’s possession without an accompanying obligation of confidence, is independently developed by the Consultant, or which the Consultant is required to disclose by law.

15.4 During the term of the Contract and for a period ending five (5) years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a ‘need to know’ or to any third party any information and non-Client materials provided by the Consultant concerning the method or approach the Consultant uses in providing the Services.

15.5 Each party agrees to comply with its respective obligations under the General Data Protection Regulation (GDPR) Regulation (EU) 2016/679) until superseded by the adoption of UK law and, or Act of Parliament, at which point the latter will take precedence.

15.6 The Client shall be obliged to indemnify the Consultant for any loss, including costs incidental to legal proceedings, suffered by the Consultant as a result of the processing of personal data which the Client has contributed being in contravention of the General Data Protection Regulation (GDPR) Regulation (EU) 2016/679)), or a local, marketing or accessibility law. In addition, the parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

15.7 In addition to 16.1, the Consultant or Client may request a separate “formal’, signed NDA at any time, which will not be unreasonably withheld.

16. Data Protection

16.1 Since the implementation of the Data Protection Act 2018 General Data Protection Regulation (GDPR), the website owner must display a privacy policy. While the Consultant may facilitate the website section to house and display policies, it is mutually accepted that the Client is solely responsible for compliance with GDPR, cookie law, and any other legal obligations required.

16.2 Without adequate precaution, it is possible for a website to use third-party tracking cookies without a user’s knowledge or permission, and therefore privacy issues are a “cause for concern”. 

While the Consultant may place a ‘Cookie consent’ banner on a Client’s website, the Consultant does not guarantee that it will be ‘fit for purpose’, and the Client should consider anything less than a suitable ‘Paid’ version as ‘inadequate’.

As such, it is mutually accepted that the Client remains responsible for its legal obligations and compliance with Privacy legislation and for instructing and paying the Consultant to implement a suitable Cookie banner with adequate consent options.

The Client is advised to seek legal advice on privacy, cookie and accessibility issues as required.

17. Term, Termination and Assignment

17.1 At the end of an initial Contract period, the Contract shall renew automatically and continue on a rolling basis until either party notifies the other of its wish to terminate the Contract by giving the other party two (2) month’s written notice, unless otherwise expressly stated or mutually agreed. For example, for the Contract to end on 31st December, notice would need to be given before 1st November.

17.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

17.2.1 commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach, or

17.2.2 becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented, or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.

17.3 The Consultant shall, in addition to all other rights and remedies under these Terms, be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms, or if continuation is unfeasible due to lack of communication, or lack of the provision of information, access to platforms, or assets by the Client.

17.4 Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes, etc., from websites without undue delay. If the Client fails to do so, the Consultant shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of the Consultant’s right to terminate the Contract.

17.5 The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the Consultant’s prior written consent.

17.6 The Consultant shall be entitled to assign or subcontract any of its rights or obligations under the Contract, and these Terms, and the Client acknowledges that third parties will provide certain elements of the Services.

18. Force Majeure

18.1 Neither party shall be held liable for a Force Majeure Event.

18.2 If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

18.3 Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party if the performance of the Contract is impeded for more than six (6) months due to a Force Majeure Event.

19. Miscellaneous

19.1 The Consultant reserves the right to modify or discontinue, temporarily or permanently, the Services, with or without notice, to the Client and the Consultant shall not be liable to the Client or any third party for any modification to, or discontinuance of, these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

19.2 In the event the Contract or Service delivery is in “dispute” where fees remain outstanding, the Consultant reserves the right to suspend its services and withdraw the privilege of the use of any website, online platforms such as advertising or analytics accounts, or other materials produced for the Client.

19.3 The Consultant shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

19.4 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

19.5 If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

19.6 Any valid alteration to or variation of these Terms must be in writing and signed on behalf of each of the parties by duly authorised officers.

19.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.

19.8 All notices must be in writing to The Robin’s Egg, 23 The Wintles, Bishops Castle, Shropshire, SY9 5ES, or such address as is advised by the Consultant .

20. Entire Agreement

20.1 The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing, and constitutes the entire agreement between the Consultant and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.

21. Law and Jurisdiction

21.1 The Consultant and the Client shall be obliged to attempt to settle any disputes arising between them, including disputes relating to the existence or validity of the Contract through negotiation, provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

21.2 The Contract shall be governed by and construed in accordance with English law, and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.