Terms & Condition – Marketing Sales Management Ltd

Marketing Sales Management Ltd Terms and Conditions of Sales

Terms and Conditions

Last Updated: 25 October 2025

Marketing Sales Management Ltd (“MSM”)
Registered in England and Wales No. 14602852
Registered Office: Ely, Cambridgeshire, CB7 5SQ, United Kingdom
Telephone: 01638 429 644 Email: info@royalblue-quetzal-231864.hostingersite.com

1. Interpretation and Definitions

1.1 In these Terms, “Agreement” means these Terms and Conditions together with any signed proposal, quotation, or statement of work (“SOW”) issued by MSM and accepted by the Client

1.2 “Client” means any business or consumer purchasing or using MSM’s services.1.3 “Services” means the consulting, creative, marketing, automation, videography, training, and related activities described in Clause 2.

1.4 “Deliverables” means any reports, creative works, automations, recordings, or other outputs supplied under the Services.

1.5 “Force Majeure Event” has the meaning given in Clause 12.

1.6 Headings are for reference only and do not affect interpretation. Singular includes plural and vice-versa. References to “writing” include electronic communications.

2. Scope of Services

2.1 MSM provides marketing, sales-management, creative, and performance-improvement services to business and consumer clients. The Services may include:
(a) marketing and sales-strategy consultation, brand positioning, and campaign planning;
(b) CRM review, configuration, and automation including workflow builds and optimisation of client databases;
(c) marketing-automation setup within Client-owned systems, performed only under explicit written authorisation granting MSM administrative access;
(d) paid-media and PPC campaign planning, execution, and reporting;
(e) social-media management (organic and paid), content scheduling, and community engagement;
(f) email-marketing strategy, design, and campaign management;
(g) logo and brand-asset design, digital graphics, and advertising collateral;
(h) videography and content-production services including planning, filming, editing, and delivery of promotional or educational videos. MSM retains ownership of raw footage and unedited material unless otherwise agreed in writing;
(i) analytics, performance reporting, and review of digital assets including Google Analytics, Search Console, Tag Manager, Hotjar, or equivalent;
(j) sales, leadership, and management training delivered one-to-one or in groups; and
(k) any other consulting or “done-for-you” work agreed in writing.

2.2 MSM acts solely as an independent agency. Nothing in this Agreement creates employment, partnership.

2.3 Marketing Sales Management Ltd (“MSM”) does not itself provide website design, hosting, software development, or IT-infrastructure services unless expressly contracted in writing. MSM may, however, recommend third-party providers or platforms that it believes to be suitable for the Client’s needs. In certain cases, MSM may participate in affiliate or referral programmes with such providers — including, without limitation, companies such as GoHighLevel, Hotjar, and other comparable vendors — and may receive a financial commission or referral payment if the Client chooses to purchase or subscribe to those services. Any such relationship shall not affect MSM’s objectivity or independence in its professional recommendations, and MSM shall not be responsible for the performance, reliability, or conduct of any third-party provider.

2.4 Each project’s scope, deliverables, timetable, and price shall be defined in an SOW. Work outside that scope requires written approval and may incur additional charges.

2.5 MSM’s Services are advisory and facilitative. MSM gives no guarantee of specific commercial, financial, or marketing outcomes.

3. Client Responsibilities

3.1 The Client shall:
(a) provide timely administrative access to required systems, CRMs, or analytics platforms (including Google Tag Manager, Search Console, Hotjar, social and advertising accounts where the project requires it);
(b) remain the lawful owner and controller of all accounts and data;
(c) review and comply with all relevant platform terms, privacy, and security obligations; and
(d) back up systems and data before access is granted.

3.2 The Client is solely responsible for:
(a) data accuracy and lawful processing of personal data;
(b) approving all marketing content before publication; and
(c) ensuring compliance with applicable advertising, consumer-protection, and trading-standards laws.

3.3 MSM accepts no liability for losses arising from:
(a) pre-existing errors or misconfigurations in Client systems;
(b) actions or omissions of the Client or third parties; or
(c) outages or policy changes by third-party platforms.

3.4 Failure by the Client to provide access or approvals will extend delivery timelines automatically, and MSM shall not be liable for resulting delay or non-performance.

4. MSM Responsibilities

4.1 MSM shall perform the services with reasonable skill, care, and diligence consistent with good professional practice.

4.2 MSM shall act only within granted permissions and will not intentionally delete or alter Client data except as required to perform the Services.

4.3 MSM shall maintain appropriate professional-indemnity and public-liability insurance throughout the Agreement.

4.4 MSM does not warrant uninterrupted system availability or guarantee any specific business result.

5. Fees, Payment, and Refunds

5.1 Fees will be set out in writing before commencement. Quotes remain valid for 30 days and exclude VAT unless stated otherwise.

5.2 Invoices are payable within 30 calendar days of the invoice date unless otherwise agreed. MSM may require advance or milestone payments.

5.3 Late payment entitles MSM to suspend work, charge interest at 2 percent per month above the Bank of England base rate, and recover all reasonable debt-collection costs.

5.4 Refunds: If within 30 days of purchase the Client demonstrates that no tangible value has been received, MSM will issue a full refund. After 30 days, all payments are final.

5.5 No right of set-off applies without MSM’s prior written consent.
5.6 All pricing is based on hours worked and includes delivery time, meetings, calls, and out-of-hours communications; any time estimates are indicative only and may vary depending on third-party efficiency, response times, and project complexity.

6. Revisions and Scope Changes

6.1 Up to three reasonable revisions of a Deliverable are included. Additional revisions or new work require written quotation and approval.

6.2 Where the Client requests material changes to scope or objectives, MSM shall confirm revised fees and timelines before commencing such work.

7. Intellectual Property

7.1 All intellectual-property rights in Deliverables remain vested in MSM until full payment is received.

7.2 Upon full payment, MSM grants the Client a non-exclusive, royalty-free licence to use the final Deliverables for its internal business purposes.

7.3 Ownership of source files, templates, or automation logic remains with MSM unless expressly transferred in writing.

7.4 MSM may display completed work, including case studies and creative assets, in its portfolio and marketing materials unless the Client objects in writing.

7.5 The Client warrants that materials it supplies do not infringe third-party rights and indemnifies MSM against related claims.

8. Confidentiality and Data Protection

8.1 Both parties shall keep confidential all information obtained through this Agreement, using it only to perform contractual obligations or as required by law.

8.2 MSM complies with the UK GDPR and Data Protection Act 2018. Where MSM processes personal data for the Client, it shall act only on lawful written instructions and maintain appropriate safeguards.

8.3 The Client remains data controller of all personal data within its systems and must ensure its own GDPR compliance.

8.4 MSM must report any suspected data breach or illegal activity discovered during Services to the relevant authority if required by law.

9. Limitation of Liability and Indemnity

9.1 MSM’s total aggregate liability to the Client in contract, tort, or otherwise shall not exceed the total fees paid in the twelve months preceding the claim.

9.2 MSM is not liable for indirect or consequential loss including loss of profit, data, revenue, or goodwill.

9.3 The Client shall indemnify MSM against all claims or losses arising from the Client’s breach of these Terms or of third-party rights.

9.4 Nothing excludes liability for death, personal injury, or fraud caused by negligence.

10. Termination and Suspension

10.1 Either party may terminate on 30 days’ written notice.

10.2 MSM may terminate immediately if the Client fails to pay within 30 days of due date, becomes insolvent, commits an unremedied material breach within 7 days of notice, or engages in conduct damaging MSM’s reputation.

10.3 Upon termination, all outstanding sums become payable immediately. No refund is due except under Clause 5.4.

10.4 Clauses 7 (Intellectual Property), 8 (Confidentiality), 9 (Liability), and 13 (Governing Law) survive termination.

11. Non-Solicitation and Non-Disparagement

11.1 During the Agreement and for twelve months thereafter, the Client shall not solicit or employ any MSM staff or contractors without written consent.

11.2 The Client shall not make or publish statements likely to defame or disparage MSM or its affiliates.

12. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including acts of God, fire, flood, pandemic, terrorism, labour disputes, or government action. If such event lasts more than 60 days, either party may terminate on written notice.

13. Dispute Resolution and Governing Law

13.1 This Agreement is governed by the laws of England and Wales.

13.2 Parties shall attempt good-faith negotiation before taking legal action. Unresolved disputes are subject to the exclusive jurisdiction of the English courts or, if agreed, binding arbitration in London under LCIA Rules.

14. General Provisions

14.1 Notices must be in writing and delivered by email or recorded post to the addresses stated above.

14.2 Assignment The Client may not assign rights without MSM’s written consent. MSM may assign or subcontract freely.

14.3 Severability Invalid provisions shall be severed; remaining terms continue in force.
14.4 Entire Agreement This document supersedes prior discussions and represents the entire agreement between MSM and the Client.

14.5 Amendments MSM may update these Terms by posting a new version on its website or notifying the Client in writing. Continued use of Services signifies acceptance of the amendment.

15. Referral Programme

Clients referring new customers to MSM may receive a one-time referral fee as published in MSM’s current programme, payable once the referred client has paid its first invoice in full.

16. Coaching and Training Sessions

16.1 Where Services include coaching or training, sessions must be completed within one month of the start date unless otherwise agreed. Rescheduling requires 48 hours’ notice; missed sessions are forfeited.

16.2 Training is educational only. MSM makes no warranty that it will produce specific commercial or personal outcomes.

17. Webhook Integrations and Data-Transfer Responsibility

17.1 Purpose and Scope
Marketing Sales Management (“MSM”) may design, configure or advise upon webhook or API connections (“Integrations”) that enable data to pass between the Client’s website, third-party software or customer-relationship-management platforms such as GoHighLevel or HubSpot (“the Platform”). MSM’s responsibility is limited to providing the Integration logic or workflow as described in the agreed scope of work.

17.2 Client Implementation and Control
The Client, together with any web developers or contractors engaged by the Client, shall be solely responsible for:
(a) building, configuring and maintaining the website, landing pages or data-capture forms that trigger the Integration;
(b) implementing suitable anti-spam, rate-limiting, validation and other security measures before the Integration is made live; and
(c) testing and verifying that the Integration operates correctly within their environment.

17.3 Third-Party Platform Relationship
The Client contracts directly with the Platform provider and remains responsible for all usage, data-transfer fees, storage charges or limits imposed by that provider. MSM has no commercial, contractual or data-processing relationship with the Platform and bears no responsibility for its performance, availability or charges.

17.4 Spam, Bot and Abuse Risks
The Client acknowledges that all web forms and Integrations are inherently vulnerable to automated or malicious submissions. MSM shall not be liable for any loss, damage or cost (including excessive data-transfer charges or third-party fees) arising from spam, bot or denial-of-service activity, or from the Client’s or its contractors’ failure to implement adequate protective measures.

17.5 Limitation of Liability
To the fullest extent permitted by law, MSM’s total liability in connection with any Integration shall not exceed the fees actually paid to MSM for the specific Integration work giving rise to the claim. MSM shall not be liable for any consequential or indirect losses, including but not limited to platform fees, data-transfer costs, downtime, or reputational damage resulting from misuse, misconfiguration or abuse of any Integration after delivery.

17.6 Acknowledgement of Risk
By approving or deploying an Integration, the Client confirms that it understands and accepts the operational and financial risks of data transfer, spam attacks and third-party usage fees, and agrees that MSM’s role is advisory only.

18. Third-Party Recommendations and Referral Fees

18.1 From time to time, MSM may recommend third-party software or service providers, including but not limited to CRM or marketing-automation platforms (“Third-Party Providers”).

18.2 The Client acknowledges that MSM does not supply, resell or operate any Third-Party Provider’s products or services. All contracts for such services are entered into directly between the Client and the relevant Third-Party Provider.

18.3 MSM may, where permitted by the Third-Party Provider, receive a referral fee, commission or other benefit for introducing new business. Such arrangements do not affect the impartiality of MSM’s advice, and the Client remains free to select any alternative provider of its choosing.

18.4 MSM shall have no liability for the performance, security, data handling, service quality, availability or costs of any Third-Party Provider. The Client is solely responsible for evaluating, purchasing and maintaining all third-party products or services used within its business.

19. Acceptance of Terms

19.1 By engaging Marketing Sales Management (“MSM”) to provide any services, or by accepting an estimate, quotation, proposal or invoice issued by MSM, the Client confirms that they have read, understood and agree to be bound by these Terms and Conditions.

19.2 These Terms and Conditions shall apply to all services provided by MSM unless otherwise agreed in writing and signed by both parties. Any variation, amendment or additional term shall only be valid if expressly agreed in writing by MSM.

19.3 Copies of these Terms and Conditions are provided with all estimates and invoices and are available at any time upon request or via MSM’s official website. Acceptance of a quotation, payment of an invoice, or instruction to proceed shall constitute full acceptance of these Terms and Conditions.

20. Website Build and Subcontracted Services

20.1 Marketing Sales Management Ltd (“MSM”) does not design, build, develop, or host websites in-house. Where a website build or related technical service is requested by the Client, MSM may recommend or subcontract a third-party provider (“Website Contractor”) to complete the work.

20.2 The specific Website Contractor will be agreed with the Client during the initial consultation. All technical aspects of the website build, hosting, maintenance, and performance will remain the sole responsibility of the appointed Website Contractor.

20.3 MSM’s role is limited to strategic consultation, customer-journey planning, and project oversight to ensure alignment with the Client’s marketing and sales objectives. MSM does not accept liability for the Website Contractor’s work, errors, omissions, delays, costs, or performance.

20.4 The Client will contract directly with the Website Contractor unless otherwise agreed in writing. Any disputes, warranty claims, or technical issues must be addressed directly with the Website Contractor.

20.5 By proceeding with website-related services, the Client acknowledges and agrees that MSM’s involvement is advisory only and that MSM acts solely to ensure the website supports the desired marketing and customer-journey outcome.

Marketing Sales Management Ltd (“MSM”)

Registered in England & Wales No. 14602852
Ely, Cambridgeshire CB7 5SQ

Tel 01638 429 644 Email: info@marketingsalesmanagement.co.uk

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