Marketing Sales Management Ltd
Terms and Conditions of Sales

MASTER TERMS AND CONDITIONS
Marketing Sales Management Ltd
Registered in England and Wales No. 15264357
Registered Office: 11a Church Lane, Isleham, Ely, Cambridgeshire, CB7 5SQ
VAT Registration: GB 503 7389 89
Email: info@marketingsalesmanagement.co.uk
Company Status: Active | Company Type: Private Limited Company | Incorporated: 18 January 2023

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In these Terms and Conditions (the “Terms”), the following definitions apply: “Company” or “MSM” means Marketing Sales Management Ltd. “Client” means the business entity identified in a Statement of Work (SOW) purchasing Services. “Contract” or “Agreement” means the legally binding agreement between the Company and the Client, consisting of these Terms, the Master Services Agreement (MSA), and the specific SOW, proposal, or quotation executed or accepted by the Parties. “Services” means the professional consultancy, optimisation, website strategy, content, automation, sales, videography, or training services detailed in an SOW. “SOW” means a Statement of Work, proposal, formal commercial offer, or quotation executed or accepted by both Parties. “Deliverables” means any reports, creative works, automations, recordings, or other outputs supplied under the Services.

1.2 UK English Alignment. These Terms are governed by UK English spelling and terminology. Any reference to “optimisation”, “behavioural”, “authorised”, or “licence” shall be interpreted accordingly.

1.3 Business-to-Business Status. These Terms apply exclusively to business-to-business (B2B) transactions. The Client warrants that it is purchasing the Services for the purposes of a business and is not acting as a consumer.

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

2. CONTRACTUAL STRUCTURE AND SERVICE SPECIFICITY

2.1 Framework Nature. These Terms establish the general legal parameters for the relationship. The Parties acknowledge that this is a framework agreement only; the execution of these Terms does not, in itself, oblige the Client to purchase services.

2.2 Avoidance of Bundling. To ensure clarity, each SOW constitutes a separate, standalone contract. The Client is only bound to the specific fees, deliverables, and performance obligations associated with the service tiers they have actively selected and authorised within a signed SOW.

3. SCOPE OF SERVICES AND DETAIL

3.1 Core Offerings. MSM provides marketing, sales-management, creative, and performance-improvement services. The scope, deliverables, timetable, and price for each project shall be defined in an SOW. Work outside that scope requires written approval and may incur additional charges.

3.2 Service Categories. The Services may encompass, without limitation: (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.

3.3 Independent Agency Status. MSM acts solely as an independent agency. Nothing in this Agreement creates an employment, partnership, or joint venture relationship between the parties.

4. PERFORMANCE AND REVISIONS

4.1 Standard of Care. The Company shall perform the Services with reasonable skill and care, matching professional digital marketing and corporate consultancy benchmarks. MSM shall maintain appropriate professional-indemnity and public-liability insurance throughout the duration of the Agreement.

4.2 Optimisation and Commercial Outcomes Disclaimer. The Client acknowledges that the effectiveness of marketing, SEO, and optimisation services relies upon external variables, third-party algorithms, and behavioural factors. Consequently, the Company provides no guarantee of specific traffic, revenue outcomes, numeric sales performance benchmarks, or specific commercial business results. MSM’s services are purely advisory and facilitative.

4.3 Revision Boundaries. All creative and technical projects are subject to a maximum of three (3) rounds of reasonable revisions per project unless otherwise stated in the SOW. Revisions must be requested in writing within five (5) working days of a deliverable preview; additional modifications or material changes to scope/objectives will be charged at the Company’s standard rates or require a revised written quotation.

5. CLIENT RESPONSIBILITIES

5.1 System and Platform Access. The Client shall 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). The Client must remain the lawful owner and controller of all accounts and data, and is advised to back up systems and data before access is granted.

5.2 Compliance and Content Approval. The Client is solely responsible for data accuracy, the lawful processing of personal data, approving all marketing content before publication, and ensuring full compliance with applicable advertising, consumer-protection, and trading-standards laws.

5.3 Exclusions of Liability for Client Omissions. MSM accepts no liability for losses arising from pre-existing errors or misconfigurations in Client systems, actions or omissions of the Client or third parties, or outages or policy changes by third-party platforms.

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

6. FINANCIAL TERMS AND PAYMENTS

6.1 VAT and Pricing Validity. All fees are strictly exclusive of Value Added Tax (VAT), which the Client shall pay at the prevailing statutory rate. Written quotes remain valid for thirty (30) days from issuance. All pricing is based on hours worked and includes delivery time, meetings, calls, and out-of-hours communications; any time estimates are indicative only.

6.2 Project Milestones and Payments. For implementation projects (e.g. website configurations, CRM setups), payment is structured as follows unless otherwise explicitly agreed in writing: Initial Deposit: 75% of the total fee is due immediately upon execution of the SOW. Work will not be scheduled until this sum is cleared. Completion Payment: The remaining 25% is due upon project launch or delivery of final assets. Invoices are payable within the timelines specified on the SOW or within thirty (30) calendar days of the invoice date.

6.3 Late Payment Remedies. If an invoice remains unpaid past its due date, MSM reserves the right to charge interest at 2 percent per month above the Bank of England base rate, alongside recovering all reasonable debt-collection costs. If an invoice remains unpaid for more than ten (10) calendar days, a fixed administrative charge of 5% of the invoice total will be applied. If unpaid for fourteen (14) days, the Company reserves the right to suspend active workflows, client services, and digital infrastructure.

6.4 Refund Policy. If within thirty (30) days of purchase the Client demonstrates that no tangible value has been received, MSM will issue a full refund. After thirty (30) days, all payments are final and non-refundable. No right of set-off applies without MSM’s prior written consent.

7. INTELLECTUAL PROPERTY AND STRATEGIC INTEGRITY

7.1 Ownership Assignment. Subject to full and final payment of all outstanding invoices, the Company assigns to the Client the operational copyright in the final custom deliverables created specifically for the Client for its internal business purposes. Ownership of raw source files, master templates, or underlying automation logic remains exclusively vested in MSM unless expressly transferred in writing.

7.2 AI Usage Restriction. To protect the professional integrity of the consultancy, the Client shall not submit proprietary strategies or drafts provided by the Company into public generative AI platforms (such as ChatGPT) without prior written approval. A breach of this clause constitutes a material breach of contract.

7.3 Intellectual Property Indemnity. The Client warrants that all materials, graphics, text, or data supplied to MSM do not infringe third-party rights and explicitly indemnifies MSM against any related copyright or IP claims.