Terms of Service

1. Definitions and Interpretation

1.1 In these Terms of Service, the following definitions apply:

"Agency", "we", "us", or "our" means Affirmed, a trading name of Affirmed Agency Ltd, registered in England and Wales under company number 16475050, with its registered office at 124 City Road, London, England, EC1V 2NX.

"Client", "you", or "your" means the individual, company, or other legal entity entering into an Agreement with the Agency for the provision of Services.

"Agreement" means the contract between the Agency and the Client comprising the Statement of Work, these Terms of Service, and any other documents expressly incorporated by reference.

"Services" means the Google Ads management, conversion tracking, strategic planning, and related digital marketing services as detailed in the Statement of Work.

"Statement of Work" or "SOW" means the document setting out the specific scope, deliverables, timelines, and commercial terms (including the applicable fee percentage) for each engagement.

"Ad Spend" means the total expenditure paid by the Client directly to Google or other advertising platforms for advertising placements, excluding any fees payable to the Agency.

"Incremental Profit" means the profit attributable to the Agency's Services, calculated in accordance with Clause 4 (Performance Fee Model).

"POAS" (Profit on Ad Spend) means the ratio of profit generated to advertising expenditure, calculated as (Revenue - Cost of Goods Sold - Ad Spend) / Ad Spend.

"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential.

"Intellectual Property Rights" means patents, trademarks, trade names, service marks, copyrights, database rights, design rights, domain names, know-how, and all similar proprietary rights in any jurisdiction.

"Personal Data" has the meaning given in the UK GDPR and includes any information relating to an identified or identifiable natural person.

"Working Day" means any day other than a Saturday, Sunday, or public holiday in England.

1.2 Interpretation:

1. References to clauses are to clauses of these Terms of Service.
2. Headings are for convenience only and do not affect interpretation.
3. Words in the singular include the plural and vice versa.
4. A reference to a statute includes all regulations and amendments made under it.

2. Formation and Duration of Agreement

2.1 The Agreement is formed when both parties have signed the Statement of Work or when the Client provides written acceptance of the Agency's proposal (including acceptance by email).

2.2 Unless otherwise specified in the Statement of Work, the initial term of the Agreement shall be three (3) calendar months from the Commencement Date (the "Initial Term").

2.3 Following the Initial Term, the Agreement shall automatically renew for successive periods of one (1) month (each a "Renewal Term") unless either party provides written notice of termination at least thirty (30) days before the end of the current term.

2.4 All quotations and proposals issued by the Agency are valid for thirty (30) days from the date of issue unless otherwise stated. Quotations are non-binding offers and do not constitute an obligation to provide Services.

2.5 These Terms of Service apply to all Services provided by the Agency to the Client. Any terms or conditions proposed by the Client that conflict with these Terms shall have no effect unless expressly agreed in writing by the Agency.

3. Scope of Services

3.1 Core Services

The Agency provides performance-based Google Ads management services for ecommerce businesses, which may include:

1. Google Ads campaign strategy, setup, and ongoing management;
2. Conversion tracking implementation and optimisation (including GA4, GTM, and server-side tracking);
3. Google Merchant Center feed management and optimisation;
4. Performance reporting and strategic recommendations;
5. Unit economics analysis and POAS-based optimisation;
6. Such other services as may be agreed in the Statement of Work.

3.2 Best Efforts Obligation - No Guarantees

3.2.1 The Agency's obligations under this Agreement constitute best efforts obligations, not results obligations. The Agency does not and cannot guarantee any specific outcomes whatsoever.

3.2.2 Without limiting the generality of the foregoing, the Agency makes no representation, warranty, or guarantee regarding:

1. Customer acquisition numbers, lead volumes, or conversion rates;
2. Revenue, sales, profit margins, or return on ad spend;
3. Cost per acquisition, cost per click, or any other cost metrics;
4. Search rankings, impression share, or visibility metrics;
5. The continued availability, accuracy, or functionality of any third-party platform, including Google Ads, Google Analytics, or Google Merchant Center;
6. The impact of algorithm changes, policy updates, or platform modifications by Google or any other third party;
7. The accuracy of tracking, attribution, or measurement data, which may be affected by browser privacy settings, iOS/Android privacy changes, ad blockers, consent management platforms, or other factors outside the Agency's control;
8. Market conditions, competitive landscape, seasonality, or economic factors affecting advertising performance.

3.2.3 The Client acknowledges that digital advertising performance is inherently variable and unpredictable, and that past performance is not indicative of future results.

3.3 Service Exclusions

Unless expressly agreed in writing, the Services do not include:

1. Management of advertising platforms other than Google Ads (e.g., Meta Ads, Microsoft Ads, TikTok Ads);
2. Website design, development, or hosting;
3. Creative asset production (photography, videography, graphic design);
4. Search engine optimisation (SEO);
5. Email marketing or customer relationship management;
6. Legal, tax, or accounting advice.

3.4 Services Provided "As Is"

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Agency disclaims all warranties, representations, and conditions of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Agency does not warrant that the Services will meet the Client's requirements, achieve any intended results, be compatible with any other services, software, or systems, or be uninterrupted, timely, secure, or error-free.

4. Performance Fee Model

Note: This clause reflects the Agency's performance-based pricing model. The specific fee percentage and calculation methodology are set out in the Statement of Work for each engagement.

4.1 Fee Structure

The Agency operates on a performance-based fee model. The Agency's fee shall be the percentage of Incremental Profit specified in the Statement of Work (the "Performance Fee"). The applicable percentage may vary depending on the nature of the Client's business, the scope of Services, and other factors agreed between the parties.

4.2 Incremental Profit Calculation

Incremental Profit shall be calculated monthly using the following methodology:

1. Gross Revenue: Total revenue from sales attributed to Google Ads campaigns managed by the Agency, as measured through agreed tracking systems, net of any refunds, returns, chargebacks, or cancellations where such data is provided by the Client.
2. Less Cost of Goods Sold (COGS): Direct costs associated with producing the goods sold, including product cost, packaging, and fulfilment costs.
3. Less Ad Spend: Total advertising expenditure on Google Ads during the relevant period.
4. Equals Incremental Profit: The resulting figure represents the profit attributable to the Agency's campaign management.

Formula: Incremental Profit = Gross Revenue (net of refunds/returns/chargebacks) - COGS - Ad Spend

4.3 Data Sources and Attribution

4.3.1 The parties shall agree on the data sources and attribution model to be used for calculating Incremental Profit during the onboarding process. Unless otherwise agreed, the primary data source shall be Google Ads conversion data supplemented by the Client's ecommerce platform analytics.

4.3.2 The Client shall provide accurate COGS data (expressed as a percentage of revenue or per-product basis) within five (5) Working Days of the Agreement Commencement Date and shall notify the Agency in writing of any material changes to COGS within five (5) Working Days of such changes occurring.

4.3.3 If the Client fails to provide accurate COGS data, the Agency may use a reasonable industry-standard estimate and shall notify the Client accordingly.

4.4 Audit and Verification Rights

4.4.1 The Agency reserves the right to request reasonable supporting documentation to verify the accuracy of COGS data, revenue figures, refund rates, and other financial information provided by the Client for the purposes of calculating the Performance Fee.

4.4.2 Such documentation may include, but is not limited to: supplier invoices, fulfilment cost reports, ecommerce platform transaction records, refund/return reports, and bank statements or payment processor reports.

4.4.3 The Client shall provide requested documentation within ten (10) Working Days of a written request. The Agency shall treat all such documentation as Confidential Information.

4.4.4 If the Client fails to provide requested documentation, or if an audit reveals a material discrepancy between reported data and actual figures, the Agency may recalculate the Performance Fee based on available information and reasonable estimates, and any underpayment shall become immediately due.

4.5 Minimum Fee

Where specified in the Statement of Work, a minimum monthly fee may apply. Any minimum fee shall be credited against the Performance Fee for the same period.

4.6 Ad Spend - Client Responsibility

The Client is solely responsible for funding all Ad Spend directly to Google or the relevant advertising platform. The Agency does not handle, hold, or advance any advertising funds on behalf of the Client. The Agency shall have no liability for any failure or interruption of advertising campaigns resulting from the Client's failure to maintain adequate Ad Spend funding.

5. Invoicing and Payment

5.1 Invoicing Schedule

The Agency shall issue invoices monthly in arrears within the first ten (10) Working Days of each calendar month for Services provided in the preceding month.

5.2 Payment Terms

5.2.1 All invoices are due and payable within fourteen (14) days of the invoice date unless otherwise agreed in writing.

5.2.2 Payment shall be made by bank transfer to the account specified on the invoice, without any deduction or set-off.

5.2.3 All amounts are exclusive of VAT and other applicable taxes, which shall be added at the prevailing rate.

5.3 Currency

Unless otherwise agreed in the Statement of Work:

1. Clients based in the United Kingdom shall be invoiced in British Pounds Sterling (GBP);
2. Clients based in the United States shall be invoiced in US Dollars (USD);
3. Clients based in the European Union shall be invoiced in Euros (EUR);
4. Clients based in Australia shall be invoiced in Australian Dollars (AUD);
5. Clients based elsewhere shall be invoiced in GBP or such other currency as agreed.

5.4 Late Payment

5.4.1 If the Client fails to make payment by the due date, the Client shall be in default without the need for any formal notice.

5.4.2 Interest shall accrue on overdue amounts at the rate of four percent (4%) per annum above the Bank of England base rate, calculated daily from the due date until payment is received.

5.4.3 The Agency shall be entitled to recover all reasonable costs incurred in collecting overdue payments, including legal fees and debt collection agency fees.

5.4.4 The Agency reserves the right to suspend Services without liability if any invoice remains unpaid for more than seven (7) days beyond the due date.

5.5 Taxes and Withholdings

5.5.1 The Client is responsible for all taxes, duties, and levies applicable in the Client's jurisdiction. The Agency's fees are net of any withholding taxes.

5.5.2 If the Client is required by law to withhold taxes from payments to the Agency, the Client shall gross up the payment so that the Agency receives the full invoiced amount.

6. Client Responsibilities

6.1 Information and Access

The Client shall:

1. Provide timely access to all Google Ads accounts, Google Analytics, Google Merchant Center, and other relevant platforms;
2. Provide accurate and complete business data, including but not limited to COGS, profit margins, target metrics, and historical performance data;
3. Grant necessary permissions and implement required tracking codes, pixels, and tags as directed by the Agency;
4. Respond to reasonable requests for information, approvals, or decisions within five (5) Working Days;
5. Ensure continued funding of Ad Spend directly to Google or other advertising platforms.

6.2 Platform Compliance

6.2.1 The Client acknowledges and accepts responsibility for compliance with the policies and terms of service of Google and other advertising platforms, including but not limited to Google Ads policies, Google Merchant Center policies, and Google Shopping requirements.

6.2.2 The Agency shall not be liable for any account suspensions, disapprovals, or penalties imposed by advertising platforms as a result of the Client's products, website content, business practices, or historical account status.

6.3 Accuracy of Materials

The Client warrants that all materials, data, and information provided to the Agency are accurate, complete, and do not infringe any third-party rights. The Client shall indemnify the Agency against any claims arising from inaccurate or unlawful materials provided by the Client.

6.4 Changes by Third Parties

If the Client or any third party makes changes to advertising accounts, tracking implementations, website code, or other elements managed by the Agency without prior written approval, the Agency:

1. Excludes all liability for any resulting performance degradation or issues;
2. May charge additional fees to diagnose and rectify any problems caused.

6.5 Exclusivity

6.5.1 Where the Statement of Work specifies that the engagement is exclusive, the Client agrees not to engage any other agency, consultant, or third party to provide Google Ads management services during the term of the Agreement without the prior written consent of the Agency.

6.5.2 In non-exclusive engagements, the Client shall nonetheless notify the Agency in writing before engaging any third party to make changes to or manage any Google Ads accounts, Google Analytics properties, or Google Merchant Center accounts that are within the scope of the Services.

6.5.3 If the Client engages a third party without providing such notice, or makes or authorises changes to accounts managed by the Agency without prior approval:

1. The Agency shall have no liability for any resulting performance issues, attribution discrepancies, or data integrity problems;
2. The Client waives any claim against the Agency relating to campaign performance during or after any such third-party involvement;
3. The Agency may, at its sole discretion, terminate the Agreement immediately upon written notice.

7. Reporting, Communication, and Campaign Management

7.1 The Agency shall provide the Client with regular performance reports at the frequency specified in the Statement of Work, or monthly if not specified.

7.2 Reports shall include, at minimum: key performance metrics, Ad Spend summary, revenue attributed to campaigns, POAS analysis, and strategic recommendations.

7.3 The Agency shall respond to reasonable Client enquiries within two (2) Working Days during normal business hours (9:00 AM to 6:00 PM GMT, Monday to Friday).

7.4 Except for emergencies, the Client agrees to communicate with the Agency during normal business hours and through agreed communication channels.

7.5 Right to Pause or Reduce Campaigns

7.5.1 The Agency may, at its sole discretion and without liability, pause, reduce, or otherwise modify campaign activity if:

1. The Client fails to meet any of its obligations under Clause 6 (Client Responsibilities);
2. Any invoice remains unpaid beyond the due date;
3. The Client becomes unresponsive to communications for more than five (5) Working Days;
4. The Agency reasonably believes that continuing campaigns may result in wasted Ad Spend or harm to the Client's account standing;
5. The Client's advertising account is suspended, restricted, or otherwise limited by Google or the relevant platform.

7.5.2 The Client acknowledges that pausing or reducing campaigns may affect performance metrics and agrees that any such effects shall not constitute grounds for any claim against the Agency or reduction in fees due.

8. Intellectual Property

8.1 Agency IP

All Intellectual Property Rights in the Agency's methodologies, frameworks, tools, software, templates, and processes shall remain the exclusive property of the Agency, regardless of any customisation for the Client.

8.2 Client IP

All Intellectual Property Rights in the Client's brand, trademarks, products, and pre-existing materials shall remain the exclusive property of the Client.

8.3 Campaign Materials and Deliverables

8.3.1 All ad copy, campaign structures, audience configurations, reports, analyses, and other materials created specifically for the Client ("Campaign Materials") shall become the property of the Client upon full payment of all amounts due under the Agreement.

8.3.2 The Client is free to use, share, or provide Campaign Materials to any third party, including successor agencies, without restriction.

8.3.3 Until full payment is received, the Agency retains ownership of all Campaign Materials and grants the Client a limited, non-exclusive licence to use them solely in connection with the Services.

8.4 Licence to Use Client Materials

The Client grants the Agency a non-exclusive, royalty-free licence during the term of the Agreement to use the Client's name, logo, brand materials, and product information solely for the purpose of providing the Services.

9. Confidentiality

9.1 Each party shall keep confidential all Confidential Information received from the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party.

9.2 The obligations of confidentiality shall not apply to information that:

1. Is or becomes publicly available through no fault of the receiving party;
2. Was already known to the receiving party at the time of disclosure;
3. Is independently developed by the receiving party without reference to the Confidential Information;
4. Is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party.

9.3 The obligations of confidentiality shall continue for a period of three (3) years after the termination of the Agreement.

9.4 Each party shall ensure that its employees and contractors are bound by obligations of confidentiality no less restrictive than those contained in this Clause 9.

10. Data Protection and Privacy

Note for International Clients: This clause is designed to provide a GDPR-compliant baseline that also satisfies major international privacy frameworks including CCPA (US), Australian Privacy Act, and Canadian PIPEDA. Clients in specific jurisdictions may require a supplementary Data Processing Agreement.

10.1 Compliance

Both parties shall comply with all applicable data protection laws, including but not limited to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any equivalent legislation in the Client's jurisdiction.

10.2 Data Processing

10.2.1 Where the Agency processes Personal Data on behalf of the Client, the Agency acts as a data processor and the Client acts as the data controller.

10.2.2 The Agency shall process Personal Data only in accordance with the Client's documented instructions and shall not process Personal Data for any other purpose.

10.2.3 The Agency shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

10.3 Sub-processors

The Client provides general authorisation for the Agency to engage sub-processors (including Google, analytics providers, and hosting services) for the provision of Services. The Agency shall maintain a list of sub-processors and shall inform the Client of any intended changes, giving the Client the opportunity to object.

10.4 International Transfers

Where Personal Data is transferred outside the UK or EEA, the Agency shall ensure that appropriate safeguards are in place, including Standard Contractual Clauses or adequacy decisions as applicable.

10.5 Data Subject Rights

The Agency shall assist the Client in responding to requests from data subjects to exercise their rights under applicable data protection laws, to the extent the Agency has the necessary information.

10.6 Data Security Incidents

The Agency shall notify the Client without undue delay upon becoming aware of any Personal Data breach affecting Client data, and shall cooperate with the Client in investigating and mitigating the breach.

11. Limitation of Liability

Jurisdiction Note: Limitation of liability clauses may be subject to different enforceability standards in different jurisdictions. US clients should note that certain limitations may not apply in all states. Australian clients should note the operation of the Australian Consumer Law. Clients are advised to seek local legal advice.

11.1 Exclusion of Indirect Losses

To the maximum extent permitted by applicable law, the Agency shall not be liable for any indirect, special, incidental, or consequential damages howsoever arising, including but not limited to: loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, or business interruption, whether arising under contract, tort (including negligence), or otherwise, even if the Agency has been advised of the possibility of such damages.

11.2 Liability Cap

11.2.1 Subject to Clause 11.3, the Agency's total aggregate liability under or in connection with the Agreement (whether in contract, tort, or otherwise) shall not exceed the greater of: (a) the total fees paid by the Client to the Agency in the twelve (12) months preceding the claim, or (b) Five Thousand Pounds Sterling (£5,000).

11.2.2 This limitation applies to all claims in aggregate, not per claim.

11.3 Unlimited Liability

Nothing in the Agreement shall limit or exclude liability for:

1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation;
3. Wilful default or gross negligence;
4. Any liability which cannot be limited or excluded by applicable law.

11.4 No Guarantee of Results

The Client acknowledges and agrees that:

1. Advertising performance is subject to numerous factors outside the Agency's control;
2. The Agency makes no representation, warranty, or guarantee whatsoever as to any specific performance outcomes;
3. Failure to achieve expected, desired, projected, or historical results shall not give rise to any claim against the Agency;
4. Any projections, forecasts, estimates, or targets discussed are for planning purposes only and are not commitments or guarantees;
5. Past performance, whether of the Client's campaigns or other clients, is not indicative of future results.

11.5 Platform Liability Exclusion

The Agency shall have no liability whatsoever for any actions, decisions, policies, or conduct of Google or any other advertising platform, including but not limited to account suspensions, policy enforcement, algorithm changes, service interruptions, data discrepancies, or any other platform-related issues.

11.6 Time Limit for Claims

Any claim by the Client arising under or in connection with the Agreement must be notified to the Agency in writing within twelve (12) months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. Any claim not notified within this period shall be deemed waived.

12. Indemnification

12.1 The Client shall indemnify, defend, and hold harmless the Agency and its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. The Client's breach of any representation, warranty, or obligation under the Agreement;
2. Any claim that materials provided by the Client infringe the Intellectual Property Rights or other rights of any third party;
3. The Client's products, services, or business practices;
4. Any violation of applicable laws or regulations by the Client;
5. Any inaccuracy in COGS or other financial data provided by the Client.

12.2 The Agency shall promptly notify the Client of any claim subject to indemnification and shall cooperate with the Client in the defence of such claim.

13. Termination

13.1 Termination for Convenience

Following the Initial Term, either party may terminate the Agreement for any reason by providing at least thirty (30) days' written notice to the other party. Termination shall take effect at the end of the notice period.

13.2 Termination for Cause

Either party may terminate the Agreement immediately by written notice if:

1. The other party commits a material breach of the Agreement and (where capable of remedy) fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach;
2. The other party becomes insolvent, enters into administration, liquidation, or any similar insolvency proceedings;
3. The other party ceases or threatens to cease carrying on business.

13.3 Agency's Right to Suspend or Terminate

Without prejudice to its other rights, the Agency may suspend or terminate Services immediately if:

1. The Client's Google Ads account or other advertising accounts are suspended or terminated by the platform;
2. The Client fails to maintain adequate Ad Spend funding;
3. The Client fails to provide necessary access, information, or approvals within a reasonable timeframe;
4. Any invoice remains unpaid for more than fourteen (14) days beyond the due date;
5. The Client breaches Clause 6.5 (Exclusivity) or engages third parties in violation of the notification requirements.

13.4 Effects of Termination

Upon termination:

1. All outstanding fees shall become immediately due and payable;
2. The Client shall pay for all Services provided up to the date of termination, including any Performance Fee accrued;
3. Each party shall return or destroy (at the other party's election) all Confidential Information belonging to the other party;
4. Upon full payment, the Agency shall provide reasonable assistance to transition account access back to the Client or a successor agency.

13.5 Survival

Clauses 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), 11 (Limitation of Liability), 12 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and 17 (General Provisions) shall survive termination of the Agreement.

14. Force Majeure

14.1 Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

14.2 A "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, epidemics, strikes, power failures, internet outages, and cyberattacks.

14.3 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration.

14.4 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement by written notice without liability, except for payment obligations already accrued.

14.5 For the avoidance of doubt, changes to Google's or other platforms' algorithms, policies, or services shall not constitute a Force Majeure Event, but shall be addressed under Clause 11.5.

15. Dispute Resolution

Note: This arbitration clause is designed for international enforceability. The LCIA is a well-established international arbitration institution with rules recognised globally. Clients may wish to discuss alternative arbitration bodies if preferred.

15.1 Negotiation

The parties shall attempt in good faith to resolve any dispute arising out of or in connection with the Agreement through direct negotiation between senior representatives within fourteen (14) days of written notification of the dispute.

15.2 Mediation

If the dispute is not resolved through negotiation, the parties agree to attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR's model mediation procedure before commencing arbitration or litigation.

15.3 Arbitration

15.3.1 If the dispute is not resolved through mediation within thirty (30) days (or such longer period as the parties may agree), either party may refer the dispute to final and binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with the LCIA Arbitration Rules.

15.3.2 The seat of arbitration shall be London, England.

15.3.3 The language of the arbitration shall be English.

15.3.4 The number of arbitrators shall be one, unless the parties agree otherwise.

15.3.5 The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

15.4 Urgent Relief

Nothing in this Clause 15 shall prevent either party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction.

16. Governing Law and Jurisdiction

16.1 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Subject to Clause 15 (Dispute Resolution), the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.

16.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Agreement.

17. General Provisions

17.1 Entire Agreement

The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, relating to its subject matter.

17.2 Amendments

No amendment or variation of the Agreement shall be effective unless in writing and signed by both parties.

17.3 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy or preclude its further exercise.

17.4 Severability

If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the original commercial intent.

17.5 Assignment

17.5.1 The Client may not assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the Agency.

17.5.2 The Agency may assign or transfer its rights and obligations under the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms.

17.6 Third Party Rights

A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

17.7 Notices

All notices under the Agreement shall be in writing and shall be delivered by hand, sent by prepaid first-class post, or sent by email to the addresses specified in the Statement of Work. Notices shall be deemed received: if delivered by hand, on delivery; if sent by post, two (2) Working Days after posting; if sent by email, on the next Working Day after sending.

17.8 Marketing and References

Subject to the Client's prior written consent (which shall not be unreasonably withheld), the Agency may identify the Client as a client and provide a general description of the Services provided in the Agency's marketing materials, website, case studies, and proposals to prospective clients.

17.9 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, or employment relationship between the parties.

17.10 Counterparts

The Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Electronic signatures shall be deemed valid and binding.

17.11 Non-Solicitation of Personnel

17.11.1 During the term of the Agreement and for a period of twelve (12) months following its termination, the Client shall not, directly or indirectly, solicit, recruit, employ, or engage any employee, contractor, or consultant of the Agency who has been involved in providing the Services, without the prior written consent of the Agency.

17.11.2 This restriction shall not apply to individuals who respond to general public advertisements not specifically targeted at the Agency's personnel.

17.11.3 If the Client breaches this clause, the Client shall pay to the Agency, as liquidated damages and not as a penalty, a sum equal to twelve (12) months' salary or fees of the relevant individual, or such other amount as the parties may agree.