Terms & Conditions

Last updated: 10 November 2025
Company: Francis Böecker (“we”, “us”, “our”) 
Contact: click here 

These Terms apply to all proposals, statements of work (“SOWs”) and services we provide to business customers (B2B). If there’s a conflict, the SOW/Proposal prevails.

1) Services & Scope

  • Services include (as applicable): strategy, messaging, campaign design, ad creative (UGC & motion), visual design, web development, analytics & tracking, consultation.

  • Scope, deliverables, timeline and fees are defined in the Proposal/SOW (“Scope”).

  • Anything not listed in the Scope is out of scope and may require a change order.

2) Your Responsibilities

  • Provide timely information, brand assets, approvals and access needed to deliver the work.

  • Ensure claims, product information and legal/compliance requirements are accurate (unless a separate claims/clearance service is agreed in writing).

  • Obtain any third-party approvals you control (e.g., internal legal/brand sign-off).

3) Fees, Expenses & Payment

  • Fees are shown in the Proposal/SOW (fixed, retainer or day-rate). All fees are exclusive of VAT unless stated.

  • Invoices are due 14 days from issue (or the SOW term).

  • Late payments may accrue interest at the statutory rate (currently 8% above the Bank of England base rate) plus reasonable recovery costs.

  • Pre-approved out-of-pocket expenses (e.g., creators, stock, travel) are chargeable at cost.

4) Changes & Delays

  • Small clarifications are fine; material changes to scope, timelines or assumptions require a written change order (updated fees/timing).

  • If approvals, inputs or payments are delayed, we may pause work and adjust timelines/fees.

5) Approvals & Acceptance

  • We’ll share drafts for review. Unless the SOW states otherwise, you’ll have 5 business days to approve or give consolidated feedback.

  • Deliverables are deemed accepted on the earlier of: (a) written acceptance, or (b) 5 business days after delivery with no material objections.

6) Intellectual Property

  • Pre-existing IP (ours or yours) stays with the original owner.

  • Deliverables IP (work-for-hire): on full and final payment, we assign to you the IP in final deliverables we created specifically for you, excluding (i) our tools, templates, libraries and know-how, and (ii) any third-party assets (see below).

  • Our background IP & tools: we retain ownership; we grant you a non-exclusive, perpetual licence to use what’s embedded in the deliverables as needed to enjoy them.

  • Third-party materials (e.g., typefaces, stock, music, open-source, creator assets) are licensed to you under their own terms; any usage limits (territory, media, term) will be set out in the SOW or licence.

7) UGC / Creator Assets

  • If creators are engaged, usage rights (platforms, territories, duration, paid usage/whitelisting) will be specified in the SOW and must be respected.

  • You are responsible for continued usage beyond the licensed term or scope unless an extension is agreed.

  • We will not obtain rights in perpetuity unless stated; portrait/likeness rights are as per the creator agreement.

8) Analytics & Tracking

  • We implement tracking as scoped (e.g., GA4/GTM events, pixels). You remain the controller of collected data and responsible for your Privacy/Cookie notices.

  • We do not guarantee compatibility with every third-party tool or future platform changes unless a support retainer states otherwise.

9) Marketing Attribution & Credits

  • We may (unless you object in writing) reference your brand name and non-confidential project facts as portfolio items.

  • Any confidential details or NDAs will be honoured.

10) Confidentiality

  • Each party will keep the other’s confidential information secret and use it only to deliver/receive the services. This survives termination.

  • Exceptions: information that is public, independently developed, or legally required to be disclosed.

11) Data Protection

  • Each party will comply with UK data protection laws (UK GDPR/DPA 2018).

  • If processing personal data for you beyond standard business contact data, a data processing addendum (DPA) will be agreed.

12) Warranties & Disclaimers

  • We warrant we’ll provide services with reasonable skill and care.

  • Except as stated, we give no other warranties. Marketing outcomes depend on many factors; no specific results are promised.

13) Liability

  • We are not liable for: loss of profit, revenue, goodwill, data, or any indirect/consequential loss.

  • Our total aggregate liability arising out of the services is limited to the fees paid by you for the affected SOW in the preceding 12 months.

  • Nothing excludes liability for death/personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

14) Indemnities

  • You indemnify us against claims/losses arising from: (a) materials you supply (including claims, product data, logos), (b) your misuse of deliverables or third-party licences, and (c) ads run without agreed clearances.

15) Term & Termination

  • These Terms start when you accept a Proposal/SOW and continue until the services are completed or terminated.

  • Either party may terminate on 30 days’ written notice (or as the SOW permits).

  • Either party may terminate immediately for material breach not cured within 14 days, or insolvency.

  • On termination: you pay for work done and committed third-party costs; we deliver work-in-progress on request; licences/assignments already granted remain in force once invoices are settled.

16) Non-Solicitation

  • During the engagement and for 6 months after, you won’t directly solicit for employment any of our staff who worked on your account (routine job ads excluded).

17) Force Majeure

  • Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., outages, strikes, legal changes). Timelines will adjust accordingly.

18) Subcontracting

  • We may use vetted subcontractors/creators to deliver parts of the services. We remain responsible for the work.

19) Notices

  • Notices must be in writing and sent to the addresses/emails stated in the SOW or above. Notices by email are deemed received when sent, if during business hours.

20) Governing Law & Jurisdiction

  • These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

21) General

  • Entire agreement: these Terms + the SOW are the whole agreement for the services.

  • No partnership: nothing creates a partnership, employment or agency.

  • Assignment: neither party may assign without consent, except to a successor in a merger or sale.

  • Severance: if any clause is invalid, the rest remains effective.

  • No waiver: failure to enforce a clause isn’t a waiver.

Schedule A — Usage & Approvals (optional but helpful)

  • Rounds: Unless stated, fees include two rounds of edits per deliverable. Further rounds are chargeable.

  • Messaging & claims: Build claims around evidence; if you provide claims, you confirm they are substantiated and compliant.

  • Run/Stop cadence: If agreed, decisions are made at weekly reviews against pre-set thresholds.

Schedule B — Web Development (if applicable)

  • Open-source & licences: You are responsible for owning or maintaining any third-party licences (themes, plugins, fonts) unless the SOW includes procurement.

  • Handover: On completion and payment, we provide source files/exports as specified. Ongoing support is separate unless retained.