Effective Date: May 14, 2018 - Last Updated: Apr 06, 2025
These standard Terms and Conditions provide the basis for a good working relationship between us (“Force Nine”) and you (the “Client”). These terms form an integral part of the agreement between Force Nine and the Client for any works/services undertaken or to be undertaken by Force Nine. By engaging Force Nine's Services, you agree to be bound by these Terms and Conditions.
1. Except for the reserved rights described in the paragraph below, all services provided and all materials Force Nine produces on the Client's behalf will only become the Client's property upon full payment of all set invoices.
2. Force Nine reserves the right to:
a. use work produced for the Client as part of its portfolio materials in both its online and offline portfolios;
b. add the Client's name to Force Nine's publicly displayed client list; and
c. use any work produced for the Client in design competitions, publications, exhibitions, or for other promotional purposes.
3. Any material or ideas prepared or submitted to you that you choose not to use, produce, or for which you have not paid our invoices, within 60 days of submission to you, will remain Force Nine’s property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
4. The Client retains ownership of all content and materials provided to Force Nine.
5. Force Nine retains ownership of any proprietary tools, templates, or software used to provide the Services, unless otherwise agreed in writing.
6. The Client grants Force Nine a limited, non-exclusive, royalty-free license to use the Client’s brand, logo, content and data solely for the purpose of providing the Services.
7. The Client shall not reproduce, modify, or distribute any of Force Nine’s intellectual property without prior written consent.
8. The Client acknowledges that certain elements (e.g., stock images, software, or plugins) may be subject to third-party licenses, and the Client is responsible for complying with those terms.
9. The Client and Force Nine each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Force Nine, and enforceable in accordance with its terms.
10. This agreement represents the entire agreement between the Client and Force Nine, and may only be changed or modified in writing and with the approval of both parties.
11. Neither the Client nor Force Nine may assign or transfer their interest in this agreement without the written consent of the other.
12. Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks. Force Nine cannot be held responsible for delays caused by the Client.
13. In addition to our fees, you agree to pay either Force Nine or a third party provider directly for any charges Force Nine incur to complete any project taken on for the Client. Third party charges will be treated as expenses and will be billed separately.
14. Any revisions, additions, or alterations to the project modifying the terms of the agreement as the Services to be performed and not included in any fee specified, shall be billed as additional services. Such additional services shall include, but shall not be limited to, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork.
15. Due to the bespoke nature of Force Nine’s services, all prices provided, including any set-packages, should be considered as “starting from” and are exclusive of VAT, unless otherwise stated.
16. Any work required in advance of an agreed schedule or timetable, any shortening of the contract period, or additional fees and expenses incurred during a project due to Client delays or extensions shall be charged and paid for at an additional rate of 50% of Force Nine’s hourly rate.
17. The Client will appoint a single representative of the Client with full authority to provide necessary information required by Force Nine and to provide approvals.
18. The Client will be required to proofread and approve all elements of final designs. Approval must be provided before any production can continue and artwork is released.
19. Corrections, if required, will be identified on proofs, artwork, facsimiles, or digital proofs and submitted for Force Nine to revise and resubmit for client approval.
20. Final approval along with any final payment is required on every project and must be marked “Approved” with the name or initials of the individual who is authorised by the Client to approve artwork, before for artwork release and any production.
21. Written confirmation via Text (SMS), Email or Letter from the Client will constitute authorisation and approval.
22. Additional charges will apply when materials are submitted by the Client in a form that prevents them from being readily used and applied at recognised professional standards. An example would be to recreate a low-resolution logo image file into a vector file.
23. In those instances where the Client assumes responsibility for production, printed proofs, copies, prototypes and mock-ups must be approved by Force Nine prior to use. Force Nine shall be available at reasonable times to provide advice during the production period and for approval of minor modifications of the project (hourly rates will apply).
24. When Force Nine is engaged in a supervisory function and assumes responsibility for production on behalf of the Client, the Client agrees to abide by the decisions made by Force Nine.
25. Unless otherwise noted, the Client’s payment schedule is tied to the project’s milestones as described in a written quotation or contract. Typically these are:
a. 50% deposit upon quotation or contract acceptance
b. 50% balance due upon acceptance of the final design, after which final artwork is supplied.
26. All fees are exclusive of VAT unless otherwise stated. All fees are non-refundable unless otherwise stated.
27. Invoices are payable on receipt, or within 30 days of issuance if agreed to by Force Nine in advance, unless another alternative is otherwise agreed. Failure to make timely payments may result in suspension or termination of your services.
28. All payments must be made in GBP via accepted payment methods, e.g., bank transfer, PayPal.
29. We reserve the right to charge interest on overdue invoices at a rate of 5% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
30. Any additional expenses (e.g., stock imagery, printing costs, or travel) will be agreed upon in advance and invoiced separately.
31. Any third-party costs (e.g., premium tools, advertising fees, or content creation by third parties) not included in the Service Agreement will be borne by the Client, subject to prior approval.
32. We reserve the right to modify pricing at any time. You will be notified of any price changes at least 30 days in advance, and such changes will apply to your next billing cycle.
33. You are responsible for any applicable taxes related to your use of our services.
34. Force Nine’s accounts will include taxes on fees and expences that are applicable by law and our accounts are due and payable upon receipt, unless otherwise stated on the invoice. If our invoices are not paid within 30 days of their stated payment terms, interest will be charged on the outstanding balance at the monthly rate of 5%, compounded monthly, until they are paid.
35. The Client agrees that Force Nine is entitled to claim authorship of the design, and will be permitted editorial credits to Force Nine on all published or manufactured work. The Client must obtain Force Nine’s consent in writing before Force Nine’s name is reproduced in any finished product or other published material by the Client.
36. Both parties agree to keep confidential any proprietary or sensitive information shared during the Project or provision of Services. This includes the Contact List and campaign data, except as required to perform the Services or comply with legal obligations, or with written consent.
37. Force Nine will not share the Contact List with third parties, except as necessary to provide the Services (e.g., sub-processors listed in the DPA) or as required by law.
38. The Client agrees not to share proprietary processes or tools provided by Force Nine with third parties.
39. Force Nine will take reasonable measures to protect the Client’s data, but is not liable for breaches caused by third-party platforms, illegal hacking, or the Client’s failure to secure their systems.
40. This obligation survives the termination of this Agreement.
- "Agreement": These Terms, together with any project proposal, quote, or contract agreed upon by both parties.
- "Deliverables": Any design work, branding materials, or other outputs provided as part of the Services.
- "Project": The specific brand design work agreed upon in the project proposal or contract.
- "Services": The brand design services provided by Force Nine, including but not limited to logo design, brand identity development, graphic design, and related creative services.
41.2.1. We will provide the Services as outlined in the project proposal or contract agreed upon by both parties.
41.2.2. Any additional work or changes to the agreed scope will require a separate agreement and may incur additional fees.
41.2.3. You agree to provide all necessary materials, feedback, and information in a timely manner to enable Force Nine to deliver the Services.
41.3.1. You agree to provide accurate and complete information, content, and feedback necessary for the completion of the Services.
41.3.2. You are responsible for ensuring that any materials provided to Us (e.g., text, images, or logos) do not infringe third-party intellectual property rights.
41.3.3. Delays in providing materials or feedback may result in extended project timelines, and We will not be liable for such delays.
41.4.1. **Ownership**: Upon full payment of all fees, We grant You a non-exclusive, worldwide, perpetual license to use the Deliverables for their intended purpose. Ownership of the final Deliverables transfers to You upon full payment, subject to 41.4.1.
41.4.2. **Pre-existing Materials**: Any pre-existing intellectual property or third-party materials used in the Deliverables remain the property of their respective owners.
41.4.3. **Our Rights**: We retain the right to showcase the Deliverables in Our portfolio, website, or marketing materials unless otherwise agreed in writing.
41.4.4. **Client Materials**: You grant Us a limited, non-exclusive license to use any materials You provide for the purpose of completing the Services.
41.5.1. The project proposal will specify the number of revisions included in the Services. Additional revisions may incur extra charges.
41.5.2. You must provide feedback or approval within 3 days of receiving Deliverables. Failure to do so may result in the Project being deemed complete.
41.5.3. Once You approve a Deliverable, any further changes will be treated as a new project scope and may incur additional fees.
41.6.1. We will process any personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and Our Privacy Policy.
41.6.2. You confirm that any personal data provided to Us complies with applicable data protection laws and that You have the necessary consents to share such data.
42.1.1 Force Nine agrees to deliver the Services as outlined in the project proposal, quote, or agreement ("Project Scope") provided to the Client.
42.1.2 Any additional work or changes beyond the Project Scope will be considered "Additional Services" and may incur extra costs, subject to a separate agreement or amendment.
42.1.3 The Client agrees to provide all necessary content, materials, and feedback in a timely manner to enable Force Nine to perform the Services.
42.2.1 Force Nine will make reasonable efforts to meet agreed deadlines, provided the Client supplies all required materials and feedback promptly.
42.2.2 Delays caused by the Client (e.g., failure to provide content or feedback) may result in adjusted timelines without liability to Force Nine.
42.3.1 The Client is responsible for providing accurate, complete, and lawful content, including text, images, and other materials.
42.3.2 The Client warrants that all provided materials do not infringe on third-party rights, including copyrights, trademarks, or privacy rights.
42.3.3 The Client agrees to respond to Provider requests for feedback, approvals, or materials within 3 business days.
42.4.1 The Project Scope includes 1 round of revisions. Additional revisions may incur extra charges at Force Nine’s standard hourly rate.
42.4.2 The Client must provide written approval of the final website design before it is launched. Approval signifies acceptance of the Services as complete.
42.5.1 Unless specified in the Project Scope, hosting and domain registration are not included in the Services.
42.5.2 If Force Nine provides hosting or domain registration, these will be governed by a separate service agreement.
42.6.1 Unless specified in the Project Scope, ongoing maintenance is not included in the Services and will be charged at extra cost. These will be governed by a separate service agreement.
42.6.2 All websites built by Force Nine must be managed and updated by Force Nine, with Clients unable to access FTP or source code if Fire Storm (their proprietary software) is installed and being used.
42.6.3 For CMS-based and ecommerce-based websites, Clients can edit content through online control panels, but access is limited to content editing only. Some areas of a website may be hardcoded for performance and require Force Nine to edit professionally on the Client’s behalf.
42.6.4 If Clients use Force Nine’s SEO services, all content and updates will be handled by Force Nine as part of those paid services, restricting direct client changes. This is to ensure optimum performance of those additional services.
42.7.1 Force Nine warrants that the Services will be performed in a professional manner, consistent with industry standards at the time of production.
42.7.2 Force Nine does not guarantee specific results, such as search engine rankings or website performance.
42.7.3 The website is provided "as is" after final approval, and Force Nine is not liable for issues arising from third-party services (e.g., hosting, software, plugins).
43.1.1 We provide website hosting services, including but not limited to shared hosting, virtual private servers (VPS), dedicated servers, domain registration, and related services. The specific services, features, and pricing are available on request.
43.2.1 You must be at least 18 years old and have the legal capacity to enter into contracts to use our services. By using our services, you represent that you meet these eligibility requirements.
43.3.1 You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.
43.3.2 You agree to notify us immediately of any unauthorized access or breach of security related to your account.
43.3.3 You are responsible for all content uploaded, stored, or transmitted through our services, including ensuring it complies with applicable laws and these Terms.
43.4.1 You agree not to use our services for any unlawful, abusive, or prohibited activities, including but not limited to:
- Hosting or transmitting illegal content, such as copyrighted material without permission, defamatory content, or content promoting violence or hate.
- Engaging in spamming, phishing, or other malicious activities.
- Attempting to gain unauthorized access to our systems or networks.
- Overloading or disrupting our servers or services (e.g., DDoS attacks).
43.4.2 We reserve the right to suspend or terminate your account and services if you violate this policy, without prior notice.
43.5.1 We strive to provide high availability and uptime for our services but do not guarantee uninterrupted or error-free service. Scheduled maintenance or unforeseen circumstances (e.g., hardware failures, cyberattacks) may cause temporary downtime.
43.5.2 Any uptime guarantees and compensation for downtime will be outlined in a separate Service Level Agreement (SLA), if applicable.
43.6.1 You are solely responsible for maintaining backups of your data, including website files, databases, and emails. We are not liable for any loss of data due to hardware failure, user error, or other causes.
43.6.2 If we provide backup services as part of your plan, they are offered as a courtesy and are not guaranteed. You should maintain your own independent backups.
43.7.1 You retain ownership of all content you upload or create using our services. By using our services, you grant us a limited, non-exclusive license to host, store, and transmit your content as necessary to provide the services.
43.7.2 All software, tools, and materials provided by us remain our property or that of our licensors. You may not copy, modify, or distribute these materials without our written consent.
- **Services**: The Google Ads management services provided by Force Nine, including but not limited to campaign setup, optimisation, monitoring, reporting, and strategic advice.
- **Google Ads Account**: The Client’s Google Ads account managed by Force Nine under this Agreement.
- **Ad Spend**: The budget allocated by the Client for advertising costs paid directly to Google.
- **Service Fees**: The fees charged by Force Nine for managing the Client’s Google Ads campaigns, as outlined in the Service Agreement or Proposal.
- **Confidential Information**: Any non-public information provided by either party, including business data, strategies, or personal data.
44.2.1. Force Nine will provide Google Ads management services as agreed in the Service Agreement or Proposal, which may include:
- Campaign creation, optimisation, and management.
- Keyword research and selection.
- Ad copy creation and testing.
- Bid management and budget optimisation.
- Performance tracking and reporting.
- Strategic recommendations to improve campaign performance.
44.2.2. The Services do not include payment of Ad Spend, which is the Client’s responsibility and paid directly to Google.
44.2.3. Any additional services outside the agreed scope will require mutual agreement and may incur additional fees.
44.3.1. The Client agrees to:
- Provide access to the Google Ads Account and any other relevant accounts (e.g., Google Analytics, website admin) as required for the Services.
- Pay the Ad Spend directly to Google in a timely manner.
- Provide accurate and complete information necessary for campaign setup and management.
- Respond promptly to requests for approvals, feedback, or additional information.
44.3.2. The Client warrants that they own or have the necessary rights to use all content (e.g., images, text, logos) provided to Force Nine for use in campaigns.
44.3.3. The Client is responsible for ensuring their website and landing pages comply with applicable laws, including but not limited to consumer protection, advertising standards, and data protection regulations.
44.3.4. The Client agrees to follow the professional expertise, recommendations, and strategies provided by Force Nine, even if these differ from the Client’s own views, preferences, or those that may be suggested by the Google Ads platform. The Client acknowledges that Force Nine’s expertise is based on industry knowledge and proven practices, and failure to follow such recommendations may impact campaign performance.
44.3.5. The Client agrees not to make any changes, modifications, or adjustments to the Google Ads Account (including but not limited to campaign settings, ad copy, keywords, bids, or budgets) during the entire period that Force Nine is providing the Services, unless expressly authorised in writing by Force Nine. Unauthorised changes may disrupt campaign performance, and Force Nine will not be liable for any negative outcomes resulting from such actions.
44.4.1. The Client agrees to pay the Service Fees as outlined in the Service Agreement or Proposal. Fees may be charged as a flat rate, percentage of Ad Spend, or performance-based, as agreed.
44.4.2. The Client is solely responsible for funding the Ad Spend through their Google Ads Account. Force Nine is not liable for any unpaid Ad Spend or account suspensions due to non-payment.
44.4.3. Force Nine reserves the right to adjust Service Fees with 30 days written notice to the Client.
44.5.1. This Agreement begins on the date of signing the Service Agreement or Proposal and continues until terminated by either party in accordance with this clause.
44.5.2. The Client may terminate this Agreement by providing 30 days written notice. Any outstanding Service Fees or expenses incurred up to the termination date remain payable.
44.5.3. Force Nine may terminate this Agreement with immediate effect if the Client fails to pay invoices on time, breaches these Terms (including unauthorised changes to the Google Ads Account), or engages in activities that violate Google Ads policies or applicable laws. Force Nine may terminate with 30 days written notice for any other reason.
44.5.4. Upon termination, Force Nine will provide the Client with access to their Google Ads Account and any relevant campaign data. The Client remains responsible for any outstanding Ad Spend or fees owed to Google or third parties.
44.6.1. Force Nine will use reasonable skill and care to optimise Google Ads campaigns, but does NOT guarantee specific results, such as clicks, conversions, or ROI, due to factors beyond their control (e.g., market conditions, Google algorithm changes, Google Ads platform changes, or website performance).
44.6.2. The Client acknowledges that Google Ads performance depends on various factors, including Ad Spend, competition, the quality of the Client’s website or landing pages, and adherence to Force Nine’s recommendations.
44.7.1. The Client agrees to comply with all Google Ads policies (available at https://support.google.com/adspolicy) and acknowledges that violations may result in campaign disapproval or account suspension.
44.7.2. Force Nine is not liable for any losses resulting from Google’s disapproval of ads or account suspensions due to the Client’s content, website, or actions.
45.1.1 Force Nine will deliver SEO-optimised content as outlined in the agreed-upon project proposal, quote, invoice, or contract ("Agreement").
45.1.2 Services may include, but are not limited to, keyword research, article writing, blog posts, website content, meta descriptions, and content optimisation.
45.1.3 Any additional services or revisions beyond the scope of the Agreement will require a separate agreement and may incur additional fees.
45.2.1 The Client shall provide all necessary information, including brand guidelines, target audience details, preferred keywords, and any specific content requirements, in a timely manner.
45.2.2 The Client is responsible for ensuring that all provided materials (e.g., images, data, or references) do not infringe on third-party rights, including copyrights or trademarks.
45.2.3 Delays in providing required information may result in delayed delivery of Services without liability to Force Nine.
45.3.1 Force Nine will deliver content by the deadlines specified in the Agreement, provided the Client fulfills their responsibilities promptly.
45.3.2 Delivery timelines are estimates and may be affected by unforeseen circumstances or delays caused by the Client.
45.3.3 Content will be delivered in the agreed format (e.g., Word, Google Docs, or directly uploaded to a platform).
45.4.1 The Client is entitled to a single round of revisions per deliverable, provided the revision requests align with the original scope of work.
45.4.2 Additional revisions or changes outside the original scope may incur extra charges.
45.4.3 The Client must provide revision requests within 3 days of content delivery. Failure to do so will result in the content being deemed accepted.
45.4.4 Force Nine reserves the right to refuse revision requests that significantly deviate from the agreed scope.
45.5.1 Upon full payment, the Client is granted full ownership and rights to use the delivered content for their intended purpose.
45.5.2 Force Nine retains the right to showcase the work in their portfolio or marketing materials unless otherwise agreed in writing.
45.5.3 The Client warrants that any materials provided to Force Nine do not infringe on third-party intellectual property rights. The Client agrees to indemnify Force Nine against any claims arising from such infringements.
45.6.1 Force Nine warrants that all content will be original, free from plagiarism, and created to meet the agreed SEO standards.
45.6.2 Force Nine does NOT guarantee specific SEO results (e.g., search engine rankings), as these depend on factors beyond Force Nine’s control, such as search engine algorithms.
45.6.3 Any claims regarding content quality must be raised within 3 days of delivery.
45.6.4 Force Nine are not responsible for any negative impact on performance caused knowingly, or unknowingly, by changes made at the request of the client, or any other third-party.
45.6.5 Pausing of any SEO service at anytime can have a negative impact on performance, which can take longer to recover, or be more difficult to achieve in the future. Force Nine are not responsible for any negative impact caused by such an event.
46.1.1 Force Nine will perform SEO services aimed at improving the Client’s website visibility and rankings in the Google search engine. Other search engines can be targeted such as Bing, Yahoo, Ask, Duck Duck Go and others upon request, at additional cost. Services may include, but are not limited to, keyword research, on-page and off-page optimisation, content creation, link building, link removals, technical SEO audits, and performance reporting.
46.1.2 The specific services to be provided will be selected from pre-set packages or outlined in a separate proposal, statement of work, or service agreement ("Service Agreement") signed by both parties. Any additional services beyond the agreed scope will require mutual consent and may incur additional fees.
46.1.3 Where set keyphrase quantities are shown on pre-set priced packages, these quantities are to be considered the maximum achievable and are for the lowest competition of phrases. Medium and high competition phrases may incur additional fees to improve.
46.1.4 Due to the dynamic nature of search engine algorithms and external factors beyond our control, Force Nine does NOT guarantee specific rankings, traffic increases, or other outcomes. We commit to using industry-standard best practices to achieve the best possible results that will be correct at the time of implementation.
46.1.5 All links purchased or organised on behalf of the Client are at the sole discretion and management of Force Nine. This includes, but is not limited to, decisions regarding the quantity, quality, topical relevance, and placement of links, with the objective of achieving optimal results for the Client’s initial campaign. The timing of link addition, or removal, may occur immediately, over a period of days, or extend to several months, as a result of various external factors.
46.1.6 It’s the responsibility of the client to provide Force Nine with sufficient quality and timely information where required. Failure to do so may affect the performance, quality and timing of any services provide.
46.2.1 The Client agrees to provide Force Nine with necessary access to their website, analytics accounts, content management systems, and other relevant platforms or data required to perform the Services.
46.2.2 The Client is responsible for providing accurate, legal, and non-infringing content or materials for use in SEO activities. Force Nine is not liable for any content provided by the Client that violates third-party rights or applicable laws.
46.2.3 The Client agrees to respond promptly to requests for information, approvals, or feedback to ensure the timely execution of Services.
46.2.4 The Client agrees not to engage in activities that violate search engine guidelines (e.g., black-hat SEO tactics) during the term of this Agreement, as such actions may negatively impact the Services.
46.7.1 Force Nine warrants that it will perform the Services in a professional manner, consistent with industry standards correct at the time of implementation.
46.7.2 The Services are provided “as is,” and Force Nine makes no warranties, express or implied, regarding the results of the Services, including but not limited to rankings, traffic, or revenue.
46.7.3 Force Nine is not responsible for changes to search engine algorithms, third-party platform policies, or other external factors that may affect SEO performance.
46.7.4 Force Nine are not responsible for any negative impact on performance caused knowingly, or unknowingly, by changes made at the request of the client, or any other third-party.
46.7.5 Pausing of any SEO service at anytime can have a negative impact on performance, which can take longer to recover, or be more difficult to achieve in the future. Force Nine are not responsible for any negative impact caused by such an event.
47.1.1 Force Nine provides social media content creation, scheduling, and posting services on platforms such as Instagram, Facebook, Twitter/X, LinkedIn, etc., as agreed upon in the service agreement, invoice or subscription plan ("Service Agreement").
47.1.2 The specific scope of Services, including the number of posts, platforms, content types, and schedules, will be outlined in the Service Agreement, or selected plan.
47.1.3 Force Nine reserves the right to modify or discontinue any part of the Services with reasonable notice to the Client.
47.2.1 **Content Provision**: The Client is responsible for providing accurate, lawful, and appropriate content or materials (e.g., text, images, videos, or branding guidelines) required for the Services, unless content creation is explicitly included in the Service Agreement.
47.2.2 **Account Access**: The Client must provide secure and authorized access to their social media accounts (e.g., login credentials or API access) as necessary for Force Nine to perform the Services. The Client is responsible for maintaining the security of their accounts.
47.2.3 **Compliance**: The Client warrants that all content provided or approved for posting complies with applicable laws, regulations, and the terms of service of the relevant social media platforms. This includes but is not limited to intellectual property laws, privacy laws, and advertising regulations.
47.2.4 **Approval**: The Client is responsible for reviewing and approving content drafts provided by Force Nine before posting, unless otherwise agreed in the Service Agreement.
47.3.1 **Client Content**: The Client retains ownership of any content they provide to Force Nine. By providing content, the Client grants Force Nine a non-exclusive, royalty-free, worldwide license to use, modify, reproduce, and distribute the content solely for the purpose of providing the Services.
47.3.2 **Company Content**: Any content created by Force Nine (e.g., graphics, captions, or videos) as part of the Services remains the property of Force Nine until full payment is received, at which point ownership may transfer to the Client as specified in the Service Agreement.
47.3.3 The Client warrants that they have the necessary rights, licenses, or permissions for any content provided to Force Nine, including third-party materials (e.g., images, music, or trademarks).
47.4.1 Force Nine does not guarantee specific results, such as increased followers, engagement, or sales, as these depend on various factors beyond Force Nine’s control.
47.4.2 Force Nine is not responsible for account suspensions, content removals, or other actions taken by social media platforms due to the Client’s content or account settings.
47.4.3 Force Nine will not post content that is unlawful, offensive, defamatory, or otherwise violates platform policies, as determined in Force Nine’s sole discretion.
48.1.1 Force Nine will perform email marketing services as agreed in the service agreement, order form, or invoice, including but not limited to creating, sending, and managing email campaigns using the Client’s supplied email contact list.
48.1.2 The Services may include campaign design, content creation, email distribution, analytics, and reporting, as specified in the service agreement.
48.2.1 **Provision of Email List**: The Client shall provide a pre-agreed email contact list ("Contact List") that complies with all applicable laws, including the UK General Data Protection Regulation ("UK GDPR"), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).
48.2.2 **List Compliance**: The Client represents and warrants that:
- All contacts on the Contact List have provided explicit, informed, and freely given consent to receive marketing emails from the Client, in accordance with UK GDPR and PECR.
- Consent records include the date, time, method, and purpose of consent, and are available for inspection by Force Nine or regulatory authorities (e.g., Information
Commissioner’s Office, ICO) upon request.
- The Contact List does not contain purchased, rented, or scraped email addresses.
- The Client has implemented procedures to honor data subject rights, including unsubscribe requests, in a timely manner.
48.2.3 **Content**: The Client shall provide or approve all content for email campaigns, including text, images, and links. The Client is solely responsible for ensuring that the content complies with applicable laws, including UK GDPR, PECR, and intellectual property regulations, and does not infringe on any third-party rights.
48.2.4 **Accuracy**: The Client shall ensure that all information provided to Force Nine (e.g., Contact List, branding materials, campaign instructions) is accurate, up-to-date, and compliant with legal requirements.
48.3.1 Force Nine will use commercially reasonable efforts to deliver email campaigns in accordance with the agreed schedule and specifications.
48.3.2 Force Nine will comply with UK GDPR, the Data Protection Act 2018, and PECR when processing personal data and sending emails on the Client’s behalf.
48.3.3 Force Nine will provide the Client with access to campaign performance reports, as agreed in the service agreement, in a manner compliant with data protection laws.
48.4.1 **Roles**: The Client is the data controller, and Force Nine is the data processor, as defined under UK GDPR, for the personal data in the Contact List.
48.4.2 **Data Processing Agreement**: The parties shall enter into a separate Data Processing Agreement (DPA) that complies with Article 28 of UK GDPR, outlining the scope, nature, and purpose of data processing, as well as the obligations of both parties.
48.4.3 **Lawful Basis**: The Client confirms that the lawful basis for processing personal data in the Contact List is explicit consent (Article 6(1)(a) UK GDPR) or another lawful basis as specified in the DPA.
48.4.4 **Data Subject Rights**: The Client is responsible for responding to data subject requests (e.g., access, rectification, erasure, or objection) under UK GDPR. Force Nine will assist the Client in fulfilling these requests, as required by law, and notify the Client promptly of any such requests received.
48.4.5 **Security Measures**: Force Nine will implement appropriate technical and organizational measures to protect personal data in the Contact List from unauthorized access, loss, or disclosure, in accordance with UK GDPR.
48.4.6 **Data Breach**: In the event of a personal data breach, Force Nine will notify the Client without undue delay, and no later than 72 hours after becoming aware of the breach, as required by UK GDPR.
48.4.7 **International Transfers**: If personal data is transferred outside the UK, Force Nine will ensure compliance with UK GDPR requirements for international data transfers (e.g., Standard Contractual Clauses or adequacy decisions).
48.5.1 Force Nine will ensure that all marketing emails include:
- A clear identification of the Client as the sender.
- A valid unsubscribe mechanism, allowing recipients to opt out of future marketing emails, as required by PECR.
- Force Nine’s contact details, where applicable.
48.5.2 The Client acknowledges that Force Nine is not responsible for any non-compliance resulting from the Client’s failure to obtain proper consent or provide lawful content.
48.6.1 The Client shall not use the Services to send:
- Unsolicited emails (spam) or emails to recipients who have not provided consent, in violation of PECR or UK GDPR.
- Content that is unlawful, defamatory, obscene, offensive, or otherwise objectionable under UK law.
- Content that infringes on intellectual property rights or violates third-party rights.
48.6.2 Force Nine reserves the right to suspend or terminate Services immediately if the Client violates this section or if Force Nine reasonably believes the Client’s actions may breach UK GDPR, PECR, or other applicable laws.
48.7.1 Upon termination of Services, Force Nine will, at the Client’s request, return or securely delete the Contact List and any associated personal data, except where retention is required by UK law (e.g., for accounting or regulatory purposes).
48.7.2 Force Nine will retain campaign performance data for 6 months post-termination for reporting purposes, unless otherwise instructed by the Client, or required by law.
49. Force Nine is not liable for delays or failure to perform our obligations or Services due to events beyond our reasonable control, including but not limited to acts of God, natural disasters, strikes, internet outages, cyberattacks, technical failures, third-party service failures, government regulations, changes to platform APIs, or policies.
50. Any disputes arising from the Agreement will first be addressed through good-faith negotiation.
51. If unresolved, disputes will be subject to mediation before pursuing legal action.
52. These Terms are governed by the laws of England and Wales, and any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
53. You are a consumer (as defined by the Consumer Rights Act 2015), You have the right to cancel an Agreement within 14 days of entering into it, provided work has not commenced.
54. To cancel, You must notify Force Nine in writing. Refunds will be processed within 14 days of receiving Your cancellation notice, providing work has not commenced.
55. If You request that work begins within the 14-day cancellation period, You may lose Your right to a full refund.
56. We may update these Terms at any time. Changes will be posted on our website, and you will be notified via email or through your account dashboard.
57. Continued use of our services after changes constitutes acceptance of the updated Terms.
58. This agreement may be terminated by Force Nine for any reason.
59. On termination of a project, or any part of it, for any reason, the Client will pay Force Nine for the work completed to date, along with all expenses incurred on the project/works. Any advance of fees provided will be credited against the amount due.
60. In the event of termination, Force Nine will retain all copyright regardless of if the fees agreed to in advance have included the assignment of the copyright.
61. Due to the nature of bespoke work, whether in terms of design or manufacture; all deposits are non-refundable.
62. These Terms remain in effect for the duration of the Service or subscription plan.
63. Either party may terminate the Services with 30 days written notice. No refunds will be issued for services already rendered or for prepaid fees.
64. Force Nine may terminate or suspend Services immediately if the Client breaches these Terms, fails to make payments, engages in activities that harm Force Nine’s reputation (or operations), provides unlawful content, or non-compliance with UK GDPR or PECR.
65. Upon termination, the Client must pay any outstanding fees for Services rendered up to the termination date. Force Nine will comply with Data Retention and Deletion obligations.
66. We reserve the right to suspend or terminate Services if payments are overdue by more than 30 days.
67. Force Nine will perform the Services with reasonable care and skill in accordance with industry standards at the time.
68. The Client will provide accurate and complete information and materials to Force Nine, and warrants and guarantees that all materials are owned by the Client or that the Client has all necessary rights (including copyright and waiver or moral rights) in such materials, to allow Force Nine to use them for the project.
69. The Client assumes full responsibility for the use of any content, including its impact on their business or website performance.
70. Force Nine shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising from the Services.
71. Force Nine’s total liability shall not exceed the fees paid by the Client for the Services in the preceding 12 months.
72. Force Nine is not responsible for the performance of Services (e.g., open rates, conversions) or for any third-party actions (e.g., email providers flagging emails as spam).
73. The Client will provide accurate and complete information and materials to Force Nine, and warrants and guarantees that all materials are owned by the Client or that the Client has all necessary rights (including copyright and waiver or moral rights) in such materials, to allow Force Nine to use them for the project.
74. We will use our reasonable best efforts to guard against any loss to you caused by the failure of media, suppliers, or others to perform in accordance with their commitments, but we will not be responsible for any such loss or failure on their part, or any destruction or unauthorised use by others of your property.
75. Force Nine is not responsible for errors or omissions in any work produced as per the Client’s approval, and no financial responsibility is assumed by Force Nine for errors or damages resulting from such errors.
76. Force Nine will not be responsible for delays in delivery caused by acts of God, strikes, fires, floods, or any other similar circumstances beyond Force Nine’s control.
77. You agree to indemnify Force Nine, its employees, contractors and agents against all third-party claims (including, without limitation, reasonable lawyers’ fees) arising from or relating to any content or materials provided to Force Nine by you or in relation to the use by you, or anyone else, of materials produced by Force Nine at your request.
78. All indemnification obligations shall survive the termination of our services.
79. Your use of our services is subject to our Privacy Policy, available at https://forcenine.co.uk/privacy, which governs how we collect, use, and protect your personal information.
80. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
81. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless the parties agree to resolve disputes through arbitration or mediation in London.
82. This Agreement, together with any service agreement and any Data Processing Agreement, constitutes the entire understanding between the parties and supersedes all prior agreements.
83. Any changes to this Agreement must be made in writing and signed by both parties.
84. The Client may not assign this Agreement without Force Nine’s prior written consent. Force Nine may assign this Agreement to a successor in the event of a merger or acquisition.
85. If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in effect.
86. All notices must be sent in writing to the addresses specified in the service agreement, including by email where agreed.
87. No third party has any rights under this Agreement under the Contracts (Rights of Third Parties) Act 1999.