Parties and Contracting Entity

PureRapid® is the “Agency”. The business purchasing the Services is the “Client”.

These terms apply only to business customers acting for purposes connected with their trade, business, craft or profession. They do not create consumer rights or terms where the Client is not acting as a consumer.

The Agreement and Order of Precedence

The Agreement consists of: (1) any signed order form or statement of work; (2) the accepted proposal; (3) any data-processing agreement; and (4) these terms. If documents conflict, that order of precedence applies unless a document expressly states otherwise.

A service description, estimate, presentation or conversation is not a binding commitment unless included in the Agreement. Headings are for convenience and do not alter interpretation.

Purchase Orders and Client Terms

A Client purchase order, supplier portal, onboarding form or standard terms is for administration only and does not add to, replace or override the Agreement, even if the Agency acknowledges it or accepts payment against it. A Client term applies only where an authorised Agency representative expressly agrees to it in writing and identifies the provision being changed.

Acceptance and Authority

The Client accepts the Agreement by signing or electronically accepting it, paying an invoice or deposit, instructing the Agency to begin, or continuing to receive Services after receiving these terms.

Each person accepting confirms that they have authority to bind the relevant business. The Client must identify any procurement, approval or signature requirement before work begins.

Services and Scope

The Agency will provide the Services described in the applicable scope. Services may include strategy, paid media, creative, email, tracking, analytics, conversion work, Shopify or WordPress development, landing pages, consultancy and related implementation.

Anything not expressly included is out of scope. Delivery dates are estimates unless expressly stated as fixed. The Agency may choose reasonable methods, sequencing, personnel and tools used to deliver the agreed outcome.

Scope Creep, Changes and Additional Work

The quoted fee covers only the deliverables, channels, volumes, revisions, assumptions and dependencies expressly stated in the Agreement. A request is scope creep where it adds or materially changes deliverables, platforms, audiences, integrations, functionality, content, meetings, reporting, revision rounds, deadlines or responsibilities.

The Agency is not obliged to perform scope creep within the original fee or timetable. It may reject the request, exchange it for an existing deliverable, use available retained hours, or issue an additional quote, revised timeline or written change request. Work on a change begins only after the Client has approved the commercial effect in writing.

Small operational instructions may be accepted by email or the agreed project channel. A response to an out-of-scope request, investigation of it or temporary assistance does not permanently expand the scope or waive the Agency’s right to charge for additional work.

Client Responsibilities

The Client must provide accurate information, lawful instructions, timely access, assets, approvals, budgets and a suitably authorised contact. The Client is responsible for its products, pricing, claims, fulfilment, customer service, sales process, stock, legal compliance and licences.

The Agency is not responsible for delay, rework, underperformance or additional cost caused by missing access, inaccurate data, late feedback, conflicting instructions, unauthorised interference or a Client dependency. Timelines move by at least the resulting delay and may be rescheduled around other commitments.

Accounts, Access and Security

Where practicable, accounts should remain in the Client’s ownership and the Agency should receive appropriate partner or user access. The Client must protect credentials, maintain recovery methods and remove access no longer required.

No third party may alter managed campaigns, tracking, automations, code or settings without coordination. The Agency is not responsible for changes made by the Client, another supplier, a platform or an unauthorised person.

Approvals and Deemed Approval

The Client is responsible for checking factual accuracy, prices, offers, claims, legal wording, spelling and brand approvals. Approval authorises publication or deployment.

If approval or consolidated feedback is not supplied within the stated review period, the Agency may pause the work, move the delivery date and invoice completed or reserved work. Silence is not deemed approval of regulated claims, expenditure increases or a materially changed scope.

Contacts, Meetings and Response Times

The Client must appoint one authorised lead contact and provide consolidated instructions. The Agency may rely on instructions and approvals from that person until told otherwise in writing.

Unless expressly included, Services do not include unlimited meetings, instant messaging, out-of-hours availability or emergency response. Messages are handled during the Agency’s stated business hours and response times are targets, not guaranteed service levels. Urgent or additional support may be separately chargeable.

Fees, Budgets and Taxes

Fees, currency, billing frequency and payment schedule are set out in the Agreement. Fees exclude advertising spend, platform charges, licences, stock media, transaction charges, taxes and third-party costs unless expressly included.

The Client is responsible for applicable VAT, sales tax, withholding, reverse-charge treatment and similar taxes, excluding taxes on the Agency’s net income. A deduction or withholding does not reduce the amount the Agency is entitled to receive unless mandatory law requires otherwise.

Expenses, Exchange Rates and Fee Changes

The Client must reimburse pre-approved travel, media, production, courier, licence and other external expenses. Where the Agency pays a cost in another currency, it may invoice the converted amount using the rate actually charged to it plus unavoidable payment or foreign-exchange fees.

The Agency may change recurring fees after the initial term by giving at least 30 days’ written notice. If the Client does not accept the increase, it may terminate at the end of the current paid period by giving notice before the increase takes effect.

Payment in Full Before Work Begins

Every project, service period and monthly retainer period must be paid in full in cleared funds before the Agency reserves capacity, begins work or continues into that period. The Agency does not provide credit and is not required to commence work against a purchase order, remittance advice, payment promise or pending transfer.

Project fees are payable in full in advance unless the Agreement expressly sets advance milestones. Recurring retainers are payable in full before the first day of each service month. Except where the Agreement expressly states otherwise or mandatory law requires it, deposits, retainers, management fees, consultancy fees, committed project fees and completed work are non-refundable.

If cleared payment has not arrived by the stated deadline, the Services pause automatically and immediately without a reminder, grace period or further notice. The Agency may withhold work, publication, launch, deliverables and access to Agency-owned systems. Work resumes only after cleared payment and subject to available capacity. The original delivery slot is lost, dates may move and suspension does not extend a minimum term, cancel an invoice or remove any payment obligation.

Invoice Disputes, Recovery and Chargebacks

The Client must raise a genuine invoice dispute with reasons and supporting detail within seven days of issue and before the payment deadline. A dispute does not postpone payment or prevent suspension unless the Agency agrees otherwise in writing. Administrative delay, internal approval, failure to use available capacity or dissatisfaction with an outcome that was not guaranteed is not a valid reason to withhold payment.

The Client must not initiate an improper card chargeback, payment reversal or platform dispute for Services properly supplied or fees validly due. The Agency may recover the reversed amount, provider fees and reasonable debt-recovery and legal costs. These recovery rights do not create a credit period or require the Agency to continue Services while money remains unpaid.

Minimum Term, Notice and Cancellation

Every advertising-management engagement has a minimum initial term of three complete paid service months unless the Agreement states a longer period. The Client cannot terminate for convenience during that minimum term and all three months remain payable in full, whether or not the Client uses the available service or asks the Agency to pause activity.

After the minimum term, the engagement continues monthly until the Client gives at least 30 days’ written notice. Termination takes effect only on the later of: (a) expiry of the three-month minimum term; and (b) expiry of the full 30-day notice period. Any service month or part of a notice period that becomes payable under the billing schedule must be paid in full before that period begins.

Fees already earned, reserved capacity, committed third-party costs and fees falling within the minimum term or notice period remain payable. There is no pro-rata refund for unused time caused by cancellation, delay, lack of access, suspension or the Client’s decision not to use available capacity.

This ordinary cancellation right does not apply to a revenue-share, profit-share, equity, investment or continuing-participation arrangement. Those arrangements continue until their agreed end or until a buyout is completed under the applicable agreement and these terms.

Paid Media and Platform Services

The Agency may manage advertising on Meta, Google, TikTok, LinkedIn and other agreed platforms. Platforms control auctions, delivery, attribution, policies, account reviews and access. The Agency cannot guarantee approval, uninterrupted delivery or the accuracy of platform reporting.

The Client authorises the agreed advertising budget and remains responsible for media charges. The Agency may make reasonable reallocations within the approved total. Any material increase requires Client approval.

Performance and No Guarantee

The Agency will provide the Services with reasonable care and skill but does not guarantee rankings, leads, sales, ROAS, revenue, profitability, approval or a particular timeframe. Forecasts, targets and examples are planning tools, not warranties.

Performance depends on matters outside the Agency’s control, including market demand, competition, platform decisions, budgets, creative fatigue, website performance, pricing, stock, offer, sales response, tracking limits and Client execution.

Web, Shopify and Landing-Page Work

Development scope, supported devices, integrations and acceptance process are set out in the Agreement. Unless stated otherwise, the Client receives one reasonable acceptance period of ten business days. The Agency will correct reproducible failures to meet the agreed scope reported during that period.

Requests, defects or compatibility issues arising after acceptance, launch, third-party updates or Client changes are maintenance or additional work. The Client must retain appropriate backups and platform subscriptions unless maintenance is expressly included.

Hosting and Maintenance

The Agency does not provide hosting, continuous monitoring, backups, security, software updates or ongoing maintenance unless expressly included. Where the Agency administers a third-party hosting account, the hosting provider remains responsible for its infrastructure under its own terms.

After launch or handover, the Client is responsible for maintenance, updates, licences, backups and security unless it has an active management plan covering those items. Recovery from malware, unauthorised access, failed updates or third-party faults is separately chargeable unless caused by the Agency’s breach.

Third-Party Platforms and Materials

Third-party services are governed by their own terms, availability, pricing and policies. The Agency is not liable for platform outages, suspensions, API changes, plugin defects, cyber incidents or discontinued features outside its reasonable control.

The Client is responsible for third-party licence fees and for ensuring that materials it supplies can lawfully be used. The Agency may recommend providers but does not warrant their services.

Automation and AI-Assisted Tools

The Agency may use automation and AI-assisted tools for research, analysis, drafting, coding, production or quality control, subject to reasonable human oversight and confidentiality controls appropriate to the task. The Agency will not intentionally submit Client confidential information to a public model for unrelated training.

AI-assisted output remains subject to the same Client review and approval responsibilities as other deliverables. The Agency does not warrant that a platform will identify, label or treat AI-assisted material in a particular way.

Advertising, Email and Content Compliance

The Client remains responsible for the legality and substantiation of its products, offers, claims, promotions, databases and instructions. The Client must not provide unlawfully obtained lists, misleading claims, infringing assets or instructions that breach platform rules or applicable law.

The Agency may reject, remove or pause work it reasonably considers unlawful, deceptive, unsafe or likely to damage an account or reputation. This does not make the Agency the Client’s legal, tax, regulatory or financial adviser.

SEO and Email Services

SEO and email deliverables are limited to the stated scope. Search engines, mailbox providers, privacy controls, competitors and platform algorithms determine indexing, ranking, inbox placement and visibility, so none is guaranteed.

Client changes to pages, technical settings, domains, lists, consent records, sending infrastructure or implemented recommendations may affect or invalidate earlier work. Remediation, list cleaning, deliverability recovery and work required because of Client-side or third-party changes are additional Services.

Data Protection

Each party must comply with applicable data-protection and electronic-marketing law. The Agency acts as controller for its own administration, sales and business records. It may act as processor when handling campaign, CRM, audience or customer data solely on the Client’s documented instructions.

Where processor obligations apply, the parties will use the applicable data-processing terms. The Client warrants that it has a lawful basis and all necessary notices and permissions for data supplied or made accessible to the Agency.

Confidentiality and Communications

Each party must protect confidential commercial, technical and personal information, use it only for the Agreement and disclose it only to personnel, advisers and suppliers who need it and are bound appropriately. This duty does not cover information already lawfully known, public without breach, independently developed or lawfully received from another source.

Nothing prevents a disclosure required by law, court, regulator, insurer or professional adviser. Neither party may publish private communications or recordings for an unrelated commercial or reputational purpose without consent, subject always to protected legal rights, evidence preservation and lawful reporting.

Recording and Sharing Communications

The Client must not secretly record calls or meetings, or copy, capture, publish, distribute, forward or disclose private Agency communications, project-system content or screen recordings outside the people reasonably involved in the engagement, without prior written consent.

This restriction applies across email, messaging, telephone, video calls, project tools and social media. It does not prevent confidential disclosure to legal or professional advisers, insurers, courts, regulators or law enforcement, nor the preservation or use of evidence where protected or required by law. A serious breach may result in immediate suspension or termination and protective legal action.

Professional Conduct and Safety

Both parties must communicate professionally and avoid abusive, threatening, discriminatory or deliberately obstructive conduct. The Agency may require communication through a nominated contact, pause direct contact with an individual or suspend Services where reasonably necessary to protect personnel or delivery.

Serious or repeated misconduct may be treated as material breach. This clause does not prevent good-faith complaints, protected disclosures, truthful reviews or lawful reports to authorities.

False Statements and Non-Disparagement

The Client must not knowingly or recklessly publish, repeat or procure false, misleading or defamatory statements about the Agency, its people or suppliers. The Agency may seek correction, removal, damages or urgent relief and may treat a serious breach as grounds for immediate termination.

This clause does not prohibit an honest opinion, accurate review, good-faith complaint, protected disclosure or lawful communication with an adviser, court, regulator or authority.

Intellectual Property

Each party retains ownership of material, data, trade marks, systems and know-how owned before the Agreement. The Client owns its customer data and Client Materials.

The Agency retains its methods, templates, campaign architecture, naming systems, prompts, libraries, code components, automation logic, tools, know-how and improvements (“Agency Materials”). Once all related invoices are paid, the Client receives the ownership or licence to final deliverables expressly stated in the Agreement. Unless expressly assigned, the Client receives a non-exclusive, perpetual licence to use paid final deliverables for its own business, excluding Agency Materials and third-party material.

Working files, rejected concepts, internal documentation, audiences, reusable systems and knowledge transfer are not included unless expressly scoped.

CRM, Leads and Handover

The Client owns leads and customer records collected for it, subject to individual rights and applicable law. Agency-owned CRM architecture, funnels, tagging, automations, templates and integration logic remain Agency Materials.

On termination and payment of all amounts due, the Agency will provide one reasonable export of Client lead data in a commonly used format where technically available. Continued access, migration, training, reconstruction or transfer of Agency Materials is additional work unless included.

Knowledge Transfer and Documentation

Training, handover sessions, standard operating procedures, technical documentation, editable working files and explanation of Agency methods are not included unless expressly scoped. If requested, the Agency may quote separately for reasonable knowledge transfer that does not require disclosure of confidential Agency Materials.

Client Interference and Misuse

The Agency is not responsible for loss, delay, tracking failure, reduced performance, account action or system damage caused by Client interference, unauthorised edits, credential sharing, a third-party supplier or use outside the intended purpose.

The Agency may require restoration of its last approved configuration before further diagnosis. Investigation and remediation are chargeable unless the issue was caused by the Agency’s failure to provide the agreed Services with reasonable care and skill.

Files, Backups and Retention After Exit

Unless a longer period is agreed, the Agency may delete working files, exports, backups and inactive project environments 30 days after termination or final delivery. The Client must download deliverables and maintain its own business records and backups.

The Agency may retain archival copies where reasonably required for legal, tax, insurance, security or evidential purposes, subject to confidentiality and data-protection obligations. Restoration or reconstruction after the retention period is not guaranteed and is separately chargeable.

Portfolio and Case Studies

The Agency may display public-facing work and refer to the general nature of Services supplied. Private performance figures, dashboards, testimonials and non-public commercial information will be used only with approval or in anonymised and aggregated form that does not identify the Client.

Non-Exclusivity and Conflicts

The engagement is non-exclusive unless the Agreement expressly states otherwise. The Agency may work with other businesses, including businesses in the same broad sector, provided it does not misuse Client confidential information.

The Client receives no ownership of general market knowledge, methods or learning developed independently or across the Agency’s work. Any category exclusivity must define its territory, duration, competitors, services and additional fee.

Personnel, Subcontracting and Non-Solicitation

The Agency may use employees, affiliates and appropriately bound subcontractors while remaining responsible for the Services it delegates.

During the Agreement and for 12 months afterwards, neither party will knowingly solicit for direct engagement a person materially involved in the Services through the other party, except through a general recruitment campaign not targeted at that person. A separately agreed introduction or transfer fee may apply.

Warranties and Indemnities

Each party warrants that it has authority to enter the Agreement. The Client warrants that its materials, data, products, claims and instructions are lawful and do not infringe third-party rights.

The Client will indemnify the Agency against third-party claims and reasonable costs arising from Client Materials, unlawful products or claims, data supplied without lawful authority, or Client instructions, except to the extent caused by the Agency’s breach. The Agency will notify the Client and allow reasonable control of the defence, subject to protection of the Agency’s interests.

Anti-Bribery, Sanctions and Unlawful Business

Each party must comply with applicable anti-bribery, anti-corruption, sanctions, export-control and anti-money-laundering laws. The Client must provide reasonable identity, ownership and payment-source information where required by a bank, platform, regulator or risk assessment.

The Agency may refuse or suspend activity involving a sanctioned person, restricted territory, deceptive business model, unlawful product or suspicious payment without liability for resulting delay.

Liability

Nothing excludes liability that cannot lawfully be excluded, including liability for fraud or fraudulent misrepresentation and, where applicable, death or personal injury caused by negligence.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, opportunity or data, except that this does not remove the Client’s obligation to pay agreed fees and third-party costs.

Subject to the preceding paragraphs, the Agency’s total aggregate liability arising from an Agreement will not exceed the fees paid or payable to the Agency under the affected Services during the 30 days preceding the event giving rise to the claim, or, for a one-off project lasting less than 30 days, the fees paid for that project. Separate limits expressly agreed in a data-processing agreement prevail for the liabilities they cover.

Termination for Breach and Consequences

Either party may terminate an affected Agreement if the other commits a material breach and, where the breach can be remedied, does not remedy it within ten business days after written notice. The Agency may suspend immediately for non-payment, security risk, unlawful instructions, platform risk or serious misconduct.

Termination does not affect accrued rights, payment obligations or clauses intended to survive. On termination, the Agency will stop future work, remove its access where appropriate and provide agreed paid deliverables and Client data subject to payment, security and technical feasibility.

Revenue Share, Equity and Digital Investment

The Agency may enter into revenue-share, profit-share, equity, funding, joint-venture or digital-investment arrangements. A partnership term may be agreed in a signed document or through a clear written offer and acceptance by authorised representatives using email, an agreed project platform or electronic message. A general discussion, forecast or example is not enough by itself.

The applicable agreement may provide for the Agency to contribute strategy, development, systems, personnel, advertising spend, platform costs, creative, optimisation or other resources in return for an agreed share of revenue, profit, equity or another return. It may expressly continue for the lifetime of the relevant business, brand, product, channel or system.

A Client cannot terminate a revenue-share, profit-share, equity, investment or continuing-participation arrangement using the ordinary retainer cancellation clause. It cannot unilaterally revoke, dilute, divert, replace, restructure, move revenue to an affiliate, change accounting treatment or otherwise avoid the Agency’s agreed participation. The arrangement continues unless its express term ends or the Agency accepts a buyout in writing and the full buyout price is received in cleared funds.

Unless the applicable agreement contains another valuation method, the starting enterprise value for a proposed buyout will be determined using maintainable adjusted EBITDA and an appropriate market multiple having regard to sector, scale, growth, concentration, recurring revenue, risk and comparable transactions. EBITDA may be normalised for owner remuneration, connected-party charges, exceptional or non-recurring items, discretionary expenditure, revenue diversion, underinvestment, above- or below-market costs and changes made primarily to reduce the valuation.

The value of the Agency’s interest will reflect its agreed economic participation applied to that enterprise value, together with unpaid participation, unreimbursed cash contributions, committed costs and any other rights expressly protected by the applicable agreement. Where current EBITDA is negative, immature, artificially depressed or not representative of the opportunity, the valuation may also consider forecast maintainable EBITDA, historic performance, revenue multiples, contracted income, invested cash, replacement cost and the present value of the Agency’s expected participation.

The Client must provide complete accounts, management information, bank and processor reports, tax records and other information reasonably required for valuation. The Agency may require an independent qualified accountant or valuer, with reasonable valuation costs paid by the Client requesting exit. Concealment, delay or incomplete information does not terminate or suspend the continuing arrangement.

The Agency may, without obligation, consider a commercial offer intended to avoid a formal valuation, dispute process or legal proceedings. Any such offer must still be commercially supportable by reference to adjusted EBITDA and the Agency’s economic interest. Discussion or consideration of an offer is not acceptance, waiver or termination. A settlement becomes binding only when signed by the Agency and paid in full in cleared funds.

No ownership, licence, access or participation right held by the Agency is released before payment and a written release. The Agency retains its underlying systems, campaign structures, integrations, CRM logic, automations and other Agency Materials unless a separate written assignment states otherwise. Existing revenue-share or investment arrangements remain governed by the terms on which they were accepted, together with these terms where incorporated.

Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or utility failure, platform action, war, civil disorder, natural disaster, epidemic, government action or widespread cyber incident. Payment obligations already accrued are not excused.

The affected party must notify the other reasonably promptly and take reasonable steps to reduce the effect. If material disruption continues for more than 30 days, either party may terminate the affected undelivered Services.

Disputes and Governing Law

Before proceedings, an authorised representative of each party will attempt in good faith to resolve the dispute through written notice and a commercial discussion. This does not prevent urgent injunctive relief, debt recovery or action needed to preserve rights.

The governing law and exclusive jurisdiction are those stated in the applicable order form or statement of work. If they are not stated, the parties must agree them in writing before substantive work begins. “UK law” is not used as a default because England and Wales, Scotland and Northern Ireland are separate legal jurisdictions.

Claims Notification and Mitigation

A party becoming aware of a matter likely to give rise to a claim must notify the other with reasonable detail without undue delay and take reasonable steps to reduce avoidable loss. Failure to notify does not extinguish a claim but may reduce recovery to the extent the delay caused additional loss or materially prejudiced the defence.

Entire Agreement and General Terms

The Agreement contains the entire agreement about its subject and replaces earlier proposals, discussions and representations. Each party confirms that it has not relied on a statement not recorded in the Agreement, without excluding liability for fraud or fraudulent misrepresentation.

Neither party may assign the Agreement without the other’s consent, not to be unreasonably withheld, except to an affiliate or as part of a genuine sale or reorganisation of the relevant business. The Agency may assign receivables.

If a provision is invalid, it will be adjusted to the minimum extent necessary and the remainder continues. Delay in enforcing a right is not a waiver. Rights and remedies are cumulative. The Agreement creates an independent contractor relationship, not employment, agency, partnership or fiduciary duty. A person who is not a party has no right to enforce it unless expressly stated.

Electronic signatures, click acceptance and counterparts may be used. Notices concerning termination, breach or dispute must be sent by email to the addresses used in the Agreement and are treated as received on the next business day unless a delivery failure is shown.

Updates to These Terms

The version accepted when an Agreement begins applies for its initial term. Updated website terms apply to a renewal or new statement of work after reasonable notice. We will not retrospectively impose a material adverse change on an existing fixed term without agreement.

Contact

PURE/RAPID®
PureRapid®

legal@purerapid.com

Commercial notices should also be copied to the usual project or account contact.