TERMS AND CONDITIONS
Pink Moss Manor
Last updated: [27/06/2026]
1. Definitions and Interpretation
1.1 In these Terms, the following words have the meanings set out below:
“Agency” means Pink Moss Manor, operated by Pink Moss Manor, contactable at hello@pinkmossmanor.com and with address available on request.
“Client” means the person, firm or company identified in the Proposal or Statement of Work.
“Confidential Information” means any information disclosed by one party to the other that is confidential in nature, including business plans, strategies, customer data, financial information, creative concepts and technical information.
“Contract” means the agreement between the Agency and the Client incorporating these Terms.
“Deliverables” means all services, creative work, materials, strategies, content, campaigns, assets and outputs supplied by the Agency.
“Fees” means the fees payable for the Deliverables.
“Intellectual Property Rights” means all copyright, design rights, trade marks and other intellectual property rights worldwide, whether registered or unregistered.
“Proposal” means the Agency’s quotation or statement of work.
“Retainer” means an ongoing service agreement for recurring work.
“Sign Off” means written approval by the Client, including email approval.
“Statement of Work” or “SOW” means the document setting out scope, deliverables, timelines and Fees.
“Terms” means these Terms and Conditions.
“Working Day” means any day excluding weekends and public holidays in England.
2. Application of These Terms
2.1 These Terms apply to all Contracts unless otherwise agreed in writing.
2.2 These Terms override any Client terms unless explicitly agreed in writing by the Agency.
2.3 The Contract consists of the Proposal/SOW and these Terms. If there is any conflict, the Proposal/SOW takes priority.
3. Formation of Contract
3.1 Proposals are invitations to treat and not binding offers.
3.2 Proposals are valid for 30 days unless withdrawn earlier.
3.3 A Contract is formed when:
(a) the Client accepts in writing, or
(b) work begins with Client approval, or
(c) a SOW is signed.
3.4 The Client is responsible for all information supplied.
4. Agency Obligations
4.1 The Agency will perform services with reasonable care and skill.
4.2 Timelines are estimates unless expressly agreed as fixed deadlines.
4.3 The Agency may use subcontractors but remains responsible for delivery. Subcontractors are bound by confidentiality and data protection obligations equivalent to these Terms.
4.4 The Agency does not guarantee specific commercial outcomes, including sales, leads, revenue or performance results.
5. Client Obligations
5.1 The Client must provide timely information, approvals and access required for delivery.
5.2 The Client warrants that all materials supplied are lawful and do not infringe third-party rights.
5.3 The Client indemnifies the Agency against claims arising from Client-supplied materials.
5.4 The Client is responsible for ensuring that any use of Deliverables complies with applicable laws and regulations.
6. Fees and Payment
6.1 Fees are set out in the Proposal or Statement of Works.
6.2 Fees are exclusive of VAT.
6.3 Retainers are payable in advance and are non-refundable unless agreed otherwise.
6.4 The Agency may require a deposit before commencing work.
6.5 Payment terms are 30 days unless otherwise stated.
6.6 Late payments may incur statutory interest under the Late Payment of Commercial Debts Act 1998.
6.7 The Client must not withhold or set off payments.
6.8 The Agency may pause work if payment is overdue.
6.9 The Client is responsible for third-party costs unless otherwise agreed.
7. Changes, Approvals and Sign Off
7.1 The Client must review Deliverables within 5 Working Days.
7.2 If no response is received, Deliverables may be treated as approved.
7.3 Any changes after Sign Off will be charged as additional work.
7.4 The Agency is not liable for errors in approved work or Client-supplied content.
7.5 The Agency may extend deadlines where Client delays impact delivery.
8. Intellectual Property
8.1 All Intellectual Property Rights in Deliverables remain with the Agency until full payment is received.
8.2 Upon full payment, the Client receives a non-exclusive licence to use the Deliverables for the agreed purpose outlined in the Proposal or SOW.
8.3 Unless expressly agreed in writing, ownership of underlying frameworks, templates, systems, prompts, processes and methodologies remains with the Agency.
8.4 The Client may not sell, assign or sub-license Deliverables without written consent.
8.5 Third-party assets may be subject to their own licence terms.
9. Confidentiality
9.1 Both parties must keep Confidential Information secure and not disclose it without consent.
9.2 Confidentiality obligations last for 3 years after termination.
10. Data Protection
10.1 Both parties will comply with UK GDPR and Data Protection Act 2018.
10.2 The Agency acts as Data Processor when handling personal data on behalf of the Client and will only process data in accordance with written instructions.
10.3 The Agency will not input Client Confidential Information or personal data into third-party AI tools unless agreed in writing.
10.4 Where required, a separate Data Processing Agreement may be put in place.
11. Use of Artificial Intelligence
11.1 The Agency may use AI tools to support creative, strategic and operational work.
11.2 All AI-assisted outputs are reviewed and refined by the Agency before delivery.
11.3 The Agency remains fully responsible for all Deliverables regardless of tools used.
11.4 The Client may opt out of AI usage before work begins in writing.
12. Publicity and Portfolio
12.1 The Agency may display non-confidential work in its portfolio, website and marketing materials unless the Client requests confidentiality in writing before project commencement.
12.2 The Agency will not publish work that has been explicitly agreed as confidential or under embargo.
12.3 Any required crediting will be agreed on a case-by-case basis.
13. Cookies and Website Use
13.1 The Agency may use cookies, analytics tools and tracking technologies on its website to improve performance and user experience.
13.2 Full details are set out in the Agency’s Cookie Policy.
14. Limitation of Liability
14.1 Nothing limits liability for death, personal injury or fraud.
14.2 Total liability is limited to Fees paid in the previous 12 months.
14.3 The Agency is not liable for:
loss of profit, revenue or business
loss of data
indirect or consequential loss
failure to achieve commercial results
14.4 The Client is responsible for reviewing and approving all Deliverables before use.
15. Term and Termination
15.1 Contracts continue until completion or termination.
15.2 Retainers renew unless terminated with notice.
15.3 Either party may terminate with 30 days’ notice for projects.
15.4 Immediate termination applies for material breach or insolvency.
15.5 On termination, all outstanding Fees remain payable, including work completed and committed resources.
16. Force Majeure
Neither party is liable for delays caused by events outside reasonable control including illness, technical failures, pandemics or force majeure events.
17. General
17.1 The Client may not assign the Contract without consent.
17.2 The Agency may assign or subcontract freely.
17.3 This is the entire agreement between the parties.
17.4 Variations must be in writing.
17.5 Invalid clauses do not affect remaining Terms.
17.6 Governing law: England and Wales.
Contact
Pink Moss Manor
Email: hello@pinkmossmanor.com
Address: available on request