Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern the provision of consultancy services by adsyme Ltd, trading as "Call Me Fred" ("we", "us", "our"), to clients ("you", "your", "Client").

By engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not engage our services.

2. Services Provided

We provide fractional CMO services and digital marketing consultancy including, but not limited to:

360° Marketing Strategy and Planning
Custom Flask Application Development
Programmatic SEO Implementation
Marketing Automation and Workflow Development
Content Creation and Distribution
Audio Production Services

Specific services, deliverables, timelines, and fees will be agreed upon in writing through a Statement of Work ("SOW") or similar engagement document.

3. Engagement Terms

3.1 Retainer Arrangements

Services may be provided on a monthly retainer basis. The retainer fee, scope of services, and payment terms will be specified in the engagement agreement. Retainers are billed in advance on a monthly basis.

3.2 Project-Based Work

For project-based engagements, fees and milestones will be defined in the SOW. Payment schedules typically include an upfront deposit (usually 50%) with the remainder due upon completion or according to agreed milestones.

3.3 Termination

Either party may terminate the engagement with 30 days' written notice. The Client remains liable for all fees accrued up to the termination date and any work completed but not yet invoiced.

4. Payment Terms

4.1 Currency: All fees are quoted in British Pounds Sterling (GBP) unless otherwise specified.
4.2 Payment Due: Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.
4.3 Late Payment: Late payments may incur interest at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 Expenses: Any agreed expenses (such as paid media budgets, software subscriptions, or third-party services) will be billed separately and require prior Client approval.
4.5 VAT: All fees are exclusive of Value Added Tax (VAT), which will be added where applicable at the prevailing rate.

5. Client Obligations

To enable us to provide services effectively, the Client agrees to:

Provide timely access to necessary information, assets, and personnel
Respond to queries and provide feedback within reasonable timeframes
Ensure all provided materials comply with applicable laws and do not infringe third-party rights
Maintain appropriate insurance coverage for their business operations
Pay invoices according to the agreed payment terms

6. Intellectual Property Rights

6.1 Deliverables

Upon full payment of all fees due, the Client will own the intellectual property rights in the final deliverables specifically created for the Client as part of the agreed scope of work.

6.2 Pre-Existing Materials

We retain ownership of all pre-existing intellectual property, methodologies, frameworks, templates, and tools used in providing the services. The Client receives a non-exclusive license to use such materials as incorporated in the final deliverables.

6.3 Third-Party Materials

Any third-party software, tools, or services integrated into deliverables remain subject to their respective licenses and terms of use.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. This obligation survives termination of the engagement for a period of three (3) years.

Confidential information does not include information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or court order.

8. Limitation of Liability

8.1 Scope of Liability: We provide professional consultancy services based on our experience and expertise. However, we cannot guarantee specific business results, revenue increases, or ROI from the implementation of our recommendations.

8.2 Limitation: To the maximum extent permitted by law, our total liability for any claims arising from the services shall not exceed the total fees paid by the Client in the six (6) months preceding the claim.

8.3 Exclusions: We shall not be liable for any indirect, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

9. Warranties and Representations

We warrant that:

Services will be performed with reasonable care and skill in accordance with industry standards
We have the necessary rights and permissions to provide the services
Deliverables will not knowingly infringe third-party intellectual property rights

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL WARRANTIES, CONDITIONS, AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Data Protection

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Policy, available at CallMeFred.com/privacy, describes how we handle personal data.

Where we process personal data on behalf of the Client, the parties will enter into appropriate data processing terms as required by applicable data protection laws.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, war, terrorism, pandemic, government restrictions, or failure of telecommunications networks.

12. Governing Law and Jurisdiction

12.1 Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales.

12.2 Jurisdiction: The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter.

13. General Provisions

13.1 Entire Agreement: These Terms, together with any SOW or engagement letter, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
13.2 Amendments: No amendment to these Terms shall be valid unless agreed in writing by both parties.
13.3 Assignment: The Client may not assign or transfer rights or obligations under these Terms without our prior written consent.
13.4 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Waiver: No failure or delay in exercising any right shall constitute a waiver of that right.
13.6 Third Party Rights: These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

Questions About These Terms?

If you have any questions about these Terms of Service or wish to discuss an engagement, please contact us.

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