Last updated: April 2026
Please read these Terms and Conditions carefully before engaging our services or using our website. By instructing SanXpert Digital Ltd to provide services, signing a proposal, making payment, or continuing to use our services after receiving these Terms, you confirm that you have read, understood and agree to be bound by them. If you do not agree, you must not engage our services.
In these Terms and Conditions, the following words and expressions have the meanings set out below:
References to statutes or statutory provisions include those statutes or provisions as amended or re-enacted. Headings are for convenience only and do not affect interpretation.
2.1 These Terms and Conditions, together with the Proposal, constitute the entire agreement between the Agency and the Client in relation to the Services and supersede all previous agreements, representations, warranties and understandings between the parties.
2.2 A binding contract between the Agency and the Client is formed when the earliest of the following occurs: (a) the Client signs or accepts a Proposal in writing or by email; (b) the Client makes any payment to the Agency; or (c) the Client instructs the Agency to commence work.
2.3 Any terms or conditions proposed by the Client (whether in a purchase order or otherwise) shall not form part of the contract unless expressly agreed in writing by a director of the Agency.
2.4 The Agency reserves the right to decline to provide Services to any Client at its absolute discretion, including after initial discussions, without giving reasons.
2.5 These Terms apply to all Services provided by the Agency and shall prevail over any inconsistent terms proposed by the Client.
3.1 The Agency will provide the Services described in the Proposal using reasonable skill and care, in accordance with good industry practice.
3.2 The Agency operates exclusively with trade businesses. The Client warrants that it is a business entity (including sole traders operating in a trade capacity) and not a consumer for the purposes of the Consumer Rights Act 2015.
3.3 The Agency provides rolling monthly Services with no minimum contract term unless otherwise expressly agreed in writing. Either party may terminate the Services in accordance with Clause 11.
3.4 The Agency will assign appropriately skilled personnel to deliver the Services. The Agency reserves the right to change personnel at any time without notice, provided the quality of Services is maintained.
3.5 The Client acknowledges that digital marketing involves third-party platforms (including Google, Meta and others) whose policies, algorithms and features change without notice. The Agency is not responsible for changes to third-party platforms that affect the performance of Services.
3.6 Any timelines, milestones or target dates stated in the Proposal are estimates only and are not contractually binding unless expressly stated to be so in writing.
3.7 The Agency may engage subcontractors or third-party specialists to assist in delivering the Services. The Agency remains responsible for the Services delivered by any subcontractors.
4.1 The Client must provide the Agency with all information, access, materials and cooperation reasonably required to deliver the Services, including but not limited to:
4.2 The Client warrants that all information, content and materials provided to the Agency are accurate, complete, lawful and do not infringe any third-party rights.
4.3 The Client is solely responsible for maintaining sufficient Ad Spend budget directly with advertising platforms. The Agency's management fee is separate from and does not include Ad Spend.
4.4 Where the Client fails to provide required information, access or approvals within a reasonable time, the Agency may: (a) suspend delivery of the affected Services without liability; (b) charge additional fees if delays cause additional work; or (c) treat the failure as a material breach entitling the Agency to terminate.
4.5 The Client must not instruct or permit any other agency or individual to make changes to accounts or platforms managed by the Agency without prior written consent. Unauthorised interference with managed accounts may result in additional charges or termination of Services.
4.6 The Client is responsible for ensuring it holds all necessary licences, permissions and regulatory approvals to operate its business and to advertise its services in the relevant jurisdictions.
5.1 The Client shall pay the Fee as set out in the Proposal. Unless otherwise stated, Fees are invoiced monthly in advance on or around the first Working Day of each month.
5.2 All Fees are stated exclusive of VAT. VAT will be added at the prevailing rate where applicable and is payable by the Client in addition to the Fee.
5.3 Payment is due within 14 days of the invoice date unless otherwise agreed in writing. Time for payment is of the essence.
5.4 The Agency reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until payment in full, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.5 The Agency may also claim compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, up to £100 per invoice depending on the debt amount.
5.6 If any invoice remains unpaid for more than 21 days after the due date, the Agency may suspend all Services immediately without liability until payment is received in full, including any accrued interest.
5.7 The Agency reserves the right to review and increase Fees annually, giving not less than 30 days' written notice. The Client may terminate the Services in accordance with Clause 11 if it does not accept the revised Fees.
5.8 All Ad Spend is paid directly by the Client to the relevant advertising platform. The Agency does not hold, manage or accept responsibility for Client Ad Spend. Ad Spend is never included in the Agency's Fee.
5.9 The Agency does not offer refunds on Fees paid for Services already rendered. Where the Agency fails to deliver a material element of the agreed Services through its own fault, the parties shall negotiate a reasonable remedy in good faith.
Important: Digital marketing results depend on many factors outside the Agency's control, including market conditions, competitor activity, search engine algorithm changes, platform policy changes, economic conditions and the Client's own business performance. The Agency does not and cannot guarantee specific results, rankings, lead volumes, revenue figures or return on investment.
6.1 Any performance data, case studies, expected results or projections shared by the Agency (whether in proposals, presentations or conversations) are illustrative only and based on past experience with other clients. They do not constitute a guarantee, representation or warranty of future performance.
6.2 The Client acknowledges that search engine rankings, Google Maps positions and advertising performance fluctuate and that the Agency's role is to apply best-practice techniques to improve performance, not to guarantee specific outcomes.
6.3 The Agency will report on Services performance using reasonable metrics agreed with the Client. The Client is responsible for independently verifying performance data through its own analytics access.
6.4 The Agency is not liable for any loss of revenue, business or profit arising from changes in search engine algorithms, platform policy changes, market conditions or any other factor outside the Agency's reasonable control.
7.1 All Intellectual Property created by the Agency in the course of delivering the Services, including but not limited to ad copy, campaign structures, keyword lists, strategies, reports, methodologies and processes, remains the property of the Agency unless otherwise expressly agreed in writing.
7.2 Upon payment of all outstanding Fees, the Agency grants the Client a non-exclusive, non-transferable licence to use any deliverables created specifically for the Client for the Client's own business purposes.
7.3 The Client grants the Agency a non-exclusive licence to use the Client's trademarks, logos, brand materials and content solely for the purpose of delivering the Services during the Term.
7.4 The Agency reserves the right to use the Client's business name and a general description of work completed in its own marketing, case studies and portfolio materials, unless the Client requests otherwise in writing.
7.5 Campaign account structures, negative keyword lists, audience lists, quality scores, review profiles and other platform assets built within Client-owned advertising accounts during the Term belong to the Client upon termination, provided all Fees have been paid in full.
7.6 Proprietary Agency tools, templates, frameworks and methodologies remain the exclusive property of the Agency and are not transferred to the Client under any circumstances.
8.1 Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law or regulation.
8.2 Each party may disclose Confidential Information to its employees, officers, contractors and professional advisors on a need-to-know basis, provided those persons are bound by equivalent confidentiality obligations.
8.3 The confidentiality obligations in this Clause do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, court order or regulatory authority.
8.4 This Clause shall survive termination of the contract for a period of three years.
9.1 Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and all applicable data protection legislation.
9.2 Where the Agency processes personal data on behalf of the Client in the course of delivering the Services, the Agency acts as a Data Processor and the Client acts as Data Controller. The parties shall enter into a data processing agreement upon request.
9.3 The Agency's collection and use of personal data in connection with the Client relationship is governed by the Agency's Privacy Policy, available at sanxpertdigital.co.uk/privacy.
9.4 The Client warrants that it has a lawful basis under UK GDPR for sharing any personal data with the Agency and that such sharing complies with applicable data protection law.
These limitations of liability are a fundamental part of the basis on which the Agency provides Services. The Agency would not be able to provide Services at the Fee levels charged without these limitations.
10.1 Nothing in these Terms excludes or limits the Agency's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by law.
10.2 Subject to Clause 10.1, the Agency shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
10.3 Subject to Clause 10.1, the Agency's total aggregate liability to the Client in connection with any contract, whether arising in contract, tort, breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to the Agency in the three-month period immediately preceding the event giving rise to the claim.
10.4 The Agency is not responsible for any loss arising from: (a) incorrect or incomplete information provided by the Client; (b) the Client's failure to maintain adequate Ad Spend; (c) the Client's failure to respond to the Agency's requests within a reasonable time; (d) changes to the Client's business that the Client failed to notify to the Agency.
10.5 The Client shall indemnify the Agency against all claims, costs, damages, losses and expenses (including legal costs on a solicitor-client basis) arising from: (a) the Client's breach of these Terms; (b) the Client's use of the Services in breach of applicable law; (c) any claim that content or materials provided by the Client infringes any third-party rights.
11.1 Services commence on the agreed start date and continue on a rolling monthly basis unless terminated in accordance with this Clause.
11.2 Termination by the Client: The Client may terminate the Services at any time by providing written notice to the Agency. Termination takes effect at the end of the current monthly billing period in which notice is received. No refund is payable for any prepaid Fees for the period in which notice is given.
11.3 Termination by the Agency: The Agency may terminate the Services at any time by providing 30 days' written notice to the Client. In such circumstances, the Agency will refund any prepaid Fees on a pro-rata basis for the unused portion of the period.
11.4 Immediate termination: Either party may terminate the Services immediately by written notice if the other party:
11.5 The Agency may also terminate immediately without notice if the Client: (a) fails to pay any invoice within 21 days of the due date; (b) provides false or materially misleading information; (c) acts in a way that, in the Agency's reasonable opinion, brings or is likely to bring the Agency's reputation into disrepute.
11.6 Upon termination for any reason, the Client shall immediately pay all outstanding Fees and any other amounts due to the Agency. All licences granted to the Client terminate immediately upon termination.
11.7 Clauses 7, 8, 9, 10, 11.6, 14 and 15 survive termination of the contract.
12.1 The Agency may suspend Services without liability in the following circumstances:
12.2 During any suspension, Fees continue to accrue and are payable. The Agency will lift the suspension promptly once the cause has been resolved.
13.1 Neither party shall be in breach of these Terms or liable for any failure or delay in performance of its obligations to the extent that such failure or delay is caused by a Force Majeure Event.
13.2 A Force Majeure Event means any event beyond a party's reasonable control, including but not limited to: acts of God, flood, fire, earthquake, epidemic, pandemic, war, terrorism, civil unrest, government action, internet or telecommunications failure, cyberattack, or changes in law or regulation.
13.3 The party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the effect.
13.4 For the avoidance of doubt, changes to search engine algorithms, platform policies or advertising rules do not constitute Force Majeure Events but are risks acknowledged by the Client in Clause 6.
14.1 If any dispute arises between the parties in connection with these Terms or the Services, the parties shall attempt to resolve it in good faith through discussion at senior level within 20 Working Days of one party giving written notice of the dispute to the other.
14.2 If the dispute is not resolved through discussion within the period stated in Clause 14.1, the parties may agree to refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) model mediation procedure before commencing court proceedings.
14.3 Nothing in this Clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.
15.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.
These Terms, together with the Proposal and any written amendments agreed by both parties, constitute the entire agreement between the parties and supersede all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to their subject matter.
No variation of these Terms shall be effective unless it is in writing and signed (or confirmed by email) by an authorised representative of each party. The Agency may update these Terms by providing 30 days' written notice to the Client.
No failure or delay by the Agency in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.
If any provision of these Terms is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision shall be deemed deleted. Any modification or deletion shall not affect the remaining provisions.
The Client may not assign, transfer, charge, subcontract or deal in any other manner with its rights and obligations under these Terms without the prior written consent of the Agency. The Agency may assign or transfer its rights and obligations under these Terms to any group company or in connection with a merger, acquisition or sale of its business assets.
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of these Terms.
Any notice given under these Terms shall be in writing and delivered by email to the addresses set out in the Proposal, or by pre-paid first class post to the registered or principal address of each party. Notices sent by email are deemed received on the next Working Day after sending. Notices sent by post are deemed received two Working Days after posting.
Nothing in these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship between the parties. The Agency provides Services as an independent contractor.
For any questions about these Terms and Conditions, please contact us:
SanXpert Digital Ltd
[Your Registered Address]
United Kingdom
Email: contact@sanxpertdigital.co.uk
Phone: 07404 030389
Website: https://sanxpertdigital.co.uk
These Terms and Conditions are governed by the laws of England and Wales. They have been drafted to comply with the Consumer Rights Act 2015, Unfair Contract Terms Act 1977, Supply of Goods and Services Act 1982, Late Payment of Commercial Debts (Interest) Act 1998, Electronic Commerce (EC Directive) Regulations 2002, and all other applicable UK legislation current as of the date shown above.