Effective Date: 19/12/2025
1. Definitions
1.1 The following definitions are used in these Terms (unless otherwise stated):
Brief: Planned activities and/or instructions that have been approved / agreed by the Consultant and the Client. These include, but are not limited to, the Proposal, planning documents, contact reports from meetings, and emails.
Business Day: A day when London banks are open for business i.e. weekdays, excluding public holidays.
Client: the party (individual, business, charity, or other organisation) to whom the Consultant is delivering the Services.
Consultant: Russell Welch, trading as The Robin’s Egg as a sole trader, whose registered address is 23 The Wintles, Bishops Castle, Shropshire SY9 5ES.
Contract: A binding legal contract between the Consultant and the Client for the supply of Services, as per the Proposal.
Force Majeure Event: An event outside the reasonable control of either the Consultant or the Client, which may delay or otherwise interfere with provision of the Services. This could include, but isn’t limited to, fire, flood, war, civil uprising, theft, IT failure, pandemic, etc.
Intellectual Property (IP): These include, but are not limited to, patents, copyright, trademarks, business and domain names, logos and taglines, the wording of content, and rights of confidential information, whether registered or unregistered, as well as similar and equivalent rights in all parts of the world.
Out of Scope: Work that is above and beyond the Scope of the Proposal.
Proposal: A written document drawn up by the Consultant and signed or otherwise agreed by the Client that outlines the costs and Scope of the Services. This could be in the form of a PDF document on Jotform, an accepted Upwork contract, or other written communication. Together with the Terms, the Proposal forms the Contract.
Retainer: A project that is invoiced monthly over a number of months, in which the Services are provided for a set number of hours each month.
Scope: a description or specification of Services, timelines and hours of work, as described with the Brief. This may include, but isn’t limited to, which marketing channels will be used, the time each month the Consultant will spend undertaking work for the client, and any advertising budgets that can be used.
Services: the digital marketing (or any other) services provided by the Consultant to the Client, as specified in the Proposal.
Terms: This terms and conditions document, plus any additional terms outlined in the Proposal.
1.2 All singular words used in the Terms include the plural, and vice versa. Similarly, any genders or other identities used include all other genders and identities.
1.3 References to laws, statutes, guidelines or pieces of legislation in these Terms include any amendments or updates to them, as well as any related or similar rules.
1.4 Headings used in the Terms are for convenience only and in no way affect the interpretation of the Terms.
2. Application of Terms
2.1 These Terms apply to all agreements between the Consultant and the Client, to the exclusion of all and any other terms the Client may wish to include.
2.2 The Terms and Proposal may only be changed through written agreement between the Consultant and the Client.
2.3 Any failure to enforce the Terms by either party, at any time, doesn’t constitute a waiver of their rights as outlined in the Terms, and they may be enforced at any future time.
2.4 If any of the clauses of these Terms are found to be invalid, illegal or unenforceable, this in no way affects the legality and validity of the remaining clauses.
2.5 These terms supersede any prior agreements between the parties, whether written or verbal.
2.6 The Contract and Services are governed by the laws of England and Wales.
3. Proposals and Contracts
3.1 The Proposal represents the Consultant’s offer to deliver Services to the client, in accordance with these Terms. The Client must ensure that the Proposal and any subsequent information that constitutes a Brief is complete and accurate. Any issues or misunderstandings should be reported to the Consultant within forty-eight (48) hours — see also clause 10 below.
3.2 The Proposal is valid only for ninety (90) days.
3.3 The Contract is deemed to be in place when the Client has signed the Proposal or given express written confirmation, and the Consultant has either acknowledged this or started the work to provide the Services (whichever comes first).
3.4 The Contract constitutes the entire agreement between the Consultant and the Client, in accordance with these Terms.
3.5 The Client confirms that they have based their decision to form the Contract solely on the information provided in the Proposal, and not on any other statements, promises, case studies, or information provided by the Consultant or a third party verbally or in writing, on their website, or in marketing materials.
4. Fees and Ad Spend
4.1 All prices are in Pounds Sterling (unless otherwise stated).
4.2 The Consultant is currently a non-VAT registered sole trader, so prices do not include VAT. Should VAT or other duties be required at a later date, the Consultant reserves the right to change pricing and invoices accordingly.
4.3 All prices are estimates based on the Consultant’s initial understanding of the Scope. The Consultant reserves the right to invoice amounts in accordance with the number of hours spent working on the project if this exceeds those stated in the Proposal. Additional hours will be charged at a rate of £100 per hour.
4.4 Similarly, tasks that are Out of Scope will need their own additional Proposal, or can be charged as ‘ad-hoc’ tasks at a rate of £100 per hour. There may also be ‘ad-hoc’ tasks listed on the Proposal in cases where the time required is difficult to predict in advance. Again, these will be charged at £100 per hour (unless otherwise stated).
4.5 The Client may set a cap on ad-hoc time in writing and in advance of any such work being started.
4.6 The Client understands that some services, plugins, Intellectual Property rights or tools may be provided by a third party. These costs may not be included in the Proposal, but approximate spend on a particular platform will be agreed with the Client in writing prior to any costs being accrued.
4.7 Where possible, the Client will pay third party costs directly. This allows for better transparency and transferability. For example, the Client would pay Google Ads ad spend directly to Google based on the costs accrued in the account, and receive invoices direct from Google.
4.8 The Client is responsible for ensuring their VAT number and other relevant business information in Google Ads and other platforms is correct, including undertaking verification processes where required.
4.9 The Client is responsible for ensuring that spend on Google Ads and similar platforms is in line with their expectations. Requests to reduce spend will be actioned by the Consultant within two (2) working days.
5. Payments and Invoicing
5.1 Unless otherwise agreed, Retainer fees will be invoiced by the Consultant monthly in advance. Standard invoice terms are 30 days, but the first invoice of a Retainer may be pay on receipt.
5.2 Projects under £1,000 are invoiced after the Services have been delivered.
5.3 Projects over £1,000 are invoiced 50% in advance, and 50% after the Services have been delivered.
5.4 If the Client does not pay a monthly invoice when it is due, the Consultant reserves the right to pause work until all outstanding fees are paid.
5.5 The Client will use the invoice number as a reference on all payments.
5.6 The Client will pay all invoices in full, without any deductions or withheld funds, except where required by law.
5.7 In the event of non-payment, the Consultant reserves the right to charge interest at the statutory rate described by the Late Payment of Commercial Debts (Interest) Act 1998, as well as a £10 administrative fee per reminder (up to one per week). The Consultant also reserves the right to bring legal action to recover monies owed, and report, without notice, any such debts to credit agencies.
5.8 Late payments will constitute a breach of contract, allowing the Consultant to cancel the Contract without the usual notice period.
5.9 In the event that the Consultant cannot deliver the Services due to the Client not providing timely feedback, approval, information, account access, or resources, the Consultant shall be paid in full for the period or milestone concerned, regardless of whether the Services (in terms of hours or outcomes) were actually delivered.
6. Contract Length and Termination
6.1 Initial contracts or one-off projects will have a pre-determined duration as defined in the Proposal.
6.2 Once this initial contract period for a Retainer has passed, unless a new Proposal is drawn up or the Client or Consultant terminates the Contract, it will automatically renew as a rolling contract with a two (2) month notice period. For example, for the Contract to end on 31st December, notice would need to be given before 1st November.
6.3 Each party may terminate the contract with immediate effect:
6.3.1 In cases of a material breach of the Contract that is not remedied within thirty (30) days of written notice of the breach having been given.
6.3.2 If either party becomes insolvent, is unable to pay its debts when they fall due, goes into administration, is wound up, enters liquidation or receivership, or goes bankrupt.
6.3.3 If the Client fails to pay invoices in accordance with the Terms or continuation becomes unfeasible due to lack of communication from the Client, or slow provision of assistance, feedback, approval, information, account access, or resources.
6.3.4 A Force Majeure event means that the Services can’t be effectively delivered for a period of three (3) months or more.
7. Consultant Responsibilities
7.1 The Consultant will deliver the Services to the best of their ability and experience, with reasonable care, and in accordance with the Scope of the project.
7.2 For Retainer projects, the Consultant will deliver at least the number of hours quoted in the Proposal, averaged over a six (6) month period. Any individual month may have more or fewer hours delivered, dependent on the Consultant’s judgement of what will be more effective for the Client, as well as their availability.
7.3 The Consultant will endeavour to meet deadlines as set out in the Brief, but timelines given are estimates only and not guaranteed. The Consultant shall not be liable for any delay caused by illness, a Force Majeure event, equipment failure, or failure by the Client to provide timely feedback, approval, information, account access, or resources.
7.4 Results, including, but not limited to, ad spend, website traffic, conversions, enquiries or ecommerce revenue, search engine rankings, and other metrics, are not guaranteed.
7.5 The Consultant reserves the right to make changes to the Scope in order to comply with any relevant rules, regulations or laws.
8. Client Responsibilities and Indemnities
8.1 The Client will provide any required assistance, feedback, approval, information, account access, or resources in a timely manner so as not to delay the Consultant’s delivery of the Services.
8.2 The Client will also make any requested changes to their website or other online platforms in a timely manner so as not to delay the Consultant’s delivery of the Services.
8.3 The Client has sole responsibility for the accuracy and completeness of all information provided to the Consultant, as well as confirming that they have appropriate intellectual property rights to any and all materials provided, whether via email, on their website, or by some other means.
8.4 The Client will ensure that all employees working with the Consultant have the necessary skills, understanding and authority to assist with the delivery of the Services.
8.5 For the duration of the project, the Client agrees not to make changes to meta tags, webpage content, analytics or advertising accounts, domain names or other aspects of digital marketing that may affect the Services without prior written agreement from the Consultant. Results may be affected if changes are made by the Client or a third party without the Consultant’s knowledge, and the Consultant cannot be held responsible for any such change.
8.6 The Client indemnifies the Consultant in respect of any and all costs, claims or proceedings whatsoever brought against the Client or Consultant by any third party in connection with the provision of the Services. This includes, but isn’t limited to, claims of IP infringement, defamation, or misleading claims.
8.7 The Client will ensure they comply with all applicable regulations, laws and codes of practice related to digital privacy and accessibility. This includes, but isn’t limited to, the General Data Protection Regulation 2016/679 (GDPR), the Data Protection Act 1998, Digital Markets, Competition and Consumers Act 2024 (DMCCA), and Privacy and Electronic Communications Regulations 2003 (PECR), and similar legislation.
The Client indemnifies the Consultant in respect of any and all costs, claims or proceedings whatsoever brought against the Client or Consultant by any third party in connection with any breach of these regulations
8.8 The Client agrees to the Consultant’s use of their brand name, logo, website URL, imagery, and charts and graphs with scales and sensitive information removed, as testimonials, examples, or case studies, whether on the Consultant’s website, in email communications, in proposals, or other marketing materials.
9. Liability
9.1 The Consultant shall not be liable to the Client for any loss or damage arising from, or connected to, their provision of the Services, or any claim made against the client by a third party.
Examples include, but are not limited to, perceived or demonstrable loss of revenue, fraudulent ad expenditure, or loss of data.
9.2 In addition, the Consultant shall have no liability for hacking or data security breaches, viruses or malware, faulty third-party software, Google algorithm updates, and so on.
9.3 In connection with clause 7.5, the Consultant is not liable for any changes made to websites or marketing platforms made by the client or any third party.
9.4 The Consultant is not liable for any changes to or the discontinuation of online platforms such as advertising platforms, search engines or social media sites.
9.5 To the extent such liability is not excluded by these Terms, the Consultant’s total liability may not exceed the total amount invoiced for the Services.
10. Complaints
10.1 If the Client can demonstrate that the Services have been delivered late or not as per the Contract, the Consultant should remedy this as soon as possible. If reasonable attempts to remedy the situation are unsuccessful, the Client is entitled to cancel the proposal (as per clause 6) if the breach is material.
10.2 Notification of any errors or misunderstandings in the Contract, Scope or Brief, as well as complaints about Services that are late or not as per the contract, should be made in writing within 48 hours (unless the issue was impossible to ascertain at that time). If not, the Client is deemed to have accepted the Brief and/or Services as provided.
10.3 The Client understands that some Services are reliant on systems and services provided by third parties. The Consultant will recommend these services in good faith, but is not liable for any failure or delays caused by them.
10.4 These clauses are the Client’s only remedy for Services delivered late or not as per the Contract, with the final remedy being cancellation of the contract. At that time, the Consultant’s only liability is to refund any payments for Services not conforming with the Contract and/or work not yet completed.
11. Confidentiality and Data Protection
11.1 Both parties will respect the Intellectual Property of the other, with any information on either organisation’s business, operations, products or services being on a “need-to-know” basis.
11.2 For the duration of the contract and a period of five (5) years afterwards, reasonable care will be taken to ensure that no confidential information is disclosed to a third party, unless necessary to deliver the Services, where such information is already in the public domain, or if required by law.
11.3 The Client accepts full responsibility for ensuring that privacy notices, cookie notices, cookie banners, and similar elements of their website are fit for purpose and compliant with all relevant legislation.
11.4 The Client indemnifies the Consultant for any and all costs suffered by the Consultant as a result of the processing of personal data which the client has provided that contravenes General Data Protection Regulation (GDPR) Regulation (EU) 2016/679 or any similar legislation.