Terms and Conditions (B2B)

Last updated: 28 October 2025

1. Definitions and Interpretation

1.1 “SM2C”, “we”, “us”, “our” means SM2Communicate Ltd (Company No. 7907574) whose registered office is c/o Absolute Accountants Ltd, The Hutt, 10 Park Street, Hatfield, Hertfordshire, AL9 5AX.
1.2 “Client”, “you”, “your” means the business customer named in the Client Contract.
1.3 “Client Contract” means the order form, proposal, SOW or email confirmation agreed by the parties describing the Services, fees, timelines and deliverables.
1.4 “Services” means the services to be supplied by SM2C as described in the Client Contract (e.g., strategy, project management, marketing, SEO, content, reporting, consultancy).
1.5 “Associates” means our trusted professional partners and third-party contractors we engage to help deliver the Services.
1.6 “Deliverables” means any materials, documents, reports, designs, content or outputs created for you as part of the Services.
1.7 “Business Day” means a day other than a Saturday, Sunday or public holiday in England.
1.8 These Terms govern business-to-business services only and prevail over any Client terms unless expressly agreed in writing and signed by both parties. If there is any conflict, the order of precedence is: (a) a signed variation/addendum, (b) the Client Contract, then (c) these Terms.

2. Appointment; Use of Associates

2.1 You engage SM2C to provide the Services set out in the Client Contract.
2.2 We may, acting as principal, engage Associates to perform part of the Services. We remain responsible for the acts and omissions of our Associates in delivering the Services.
2.3 Where a separate third-party supplier is contracted directly by you, that supplier’s terms will apply between you and them.

3. Scope, Fees and Invoicing

3.1 The scope, fees, start date, and any deposits are stated in the Client Contract (and may evolve by mutual written agreement).
3.2 Advertising/media spend, platform fees, and third-party charges (if any) are in addition to our service fees and will be pre-agreed in writing.
3.3 We invoice monthly in advance unless stated otherwise in the Client Contract. Payment is due within 14 days of invoice.
3.4 We may review our price list annually to reflect market/tax changes, with notice on your December invoice effective 1 January.
3.5 Late payment: We may charge statutory interest, compensation, and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend Services on notice for non-payment.

4. Ways of Working (Service Standards)

4.1 Office hours: Mon–Fri 09:00–17:30 (UK time). We aim to respond within 1 Business Day.

4.2 Meetings
(a) Regular monthly calls are typically held via Zoom or Microsoft Teams at a mutually agreed time; we will send calendar invites with join links (dial-in available).
(b) Face-to-face sessions occur ad hoc (e.g., workshops) at your premises or another mutually agreed location.

4.3 Reporting: monthly email updates and/or dashboards as set out in the Client Contract.

4.4 By virtue of being our client, everyone at SM2Communicate and our Associates promises that we will:
(a) be totally committed to your success;
(b) act with integrity and in your best interests;
(c) help you see what is possible for your organisation;
(d) work with you to reduce barriers to achieving your goals;
(e) act as your advocate while also challenging ideas when necessary;
(f) apply our business expertise to accelerate your progress;
(g) treat our work together with strict confidentiality;
(h) respond to your messages within 1 Business Day; and
(i) only rearrange meetings where it is vitally important to do so.

These service standards are targets and not guarantees unless expressly stated otherwise in the Client Contract.
4.5 Your Responsibilities
You and your team will:
(a) complete actions you commit to within agreed timeframes;
(b) respect our knowledge and experience and consider our advice in good faith;
(c) provide a full brief or outline by email for any new project/marketing requirement;
(d) contact us within normal working hours and respect our downtime; and
(e) respect meeting times and only rearrange where vitally important.

5. Delivery, Risk and Title

5.1 On delivery of any physical goods, risk passes to you; please insure accordingly.
5.2 Title to Deliverables transfers to you on full cleared payment of all fees for those Deliverables (subject to the IP licence in clause 12).

6. Performance and Change Control

6.1 If performance becomes impracticable for reasons outside our control, we will discuss alternatives in good faith; you will pay for Services performed to date.
6.2 Material changes to scope, timelines or assumptions will be handled via a written change with any fee/time adjustments agreed before implementation.

7. Cancellation, Pause and Termination

7.1 Cooling-off: These Terms are for business clients; consumer cooling-off rights do not apply.
7.2 You may cancel within 7 days of signature by written notice. After that, you may terminate on 3 calendar months’ written notice.
7.3 Our “Pause” option (business support) requires 1 month’s notice and is limited to 3 months. Month-2 check-in applies. The financial terms in your current policy (incl. 10% fee uplift on return; 50% final settlement if not returning) remain as set out in your Pause policy.
7.4 Either party may terminate immediately for material breach not remedied within 14 days, or on insolvency.
7.5 On termination, you will pay for all Services delivered up to the effective date. We may suspend accounts or remove access for non-payment in accordance with clause 3.5.

8. Warranties

8.1 Goods are warranted for one (1) month against defects in design, workmanship and materials; manufacturer warranties (if any) apply in addition.
8.2 Services will be performed with reasonable skill and care and to generally accepted industry standards.

9. Liability

9.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
9.2 We are not liable for: (a) loss of profit, revenue, goodwill, or data; (b) indirect or consequential loss; (c) outcomes dependent on third-party platforms, algorithms, or market behaviour.
9.3 Our total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid or payable by you to SM2C for the Services in the 12 months immediately preceding the event giving rise to the claim.

9.4 SM2C maintains customary business insurance (including professional indemnity and public liability) and will provide evidence on reasonable request.

10. Confidentiality

10.1 Each party must keep the other’s Confidential Information secret and use it only to perform this contract, except as required by law or to professional advisers under a duty of confidence.
10.2 This clause survives termination.

11. Data Protection (Summary)

11.1 Each party will comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.
11.2 SM2C is the data controller for data it processes about you and (following goodwill acquisition) for data relating to the former Socius Projects brand, as described in our Privacy Policy.
11.3 We work with trusted Associates (professional partners and vendors). Where an Associate processes personal data on our behalf, we shall put in place a data processing agreement with appropriate safeguards. Where a partner acts as independent controller (e.g., referrals), each party is responsible for its own compliance.
11.4 Our Privacy Policy (as updated from time to time) forms part of these Terms and explains our lawful bases, retention, and your data rights.

12. Intellectual Property

12.1 Pre-existing materials. Each party retains ownership of its pre-existing IP and tools.
12.2 Deliverables. Upon full payment, we assign to you all IP in the Deliverables created specifically for you, excluding SM2C pre-existing materials, generic know-how, templates, and tools (the “SM2C Materials”).
12.3 Licence back. SM2C grants you a perpetual, worldwide, royalty-free licence to use SM2C Materials embedded in the Deliverables solely as incorporated in those Deliverables.
12.4 Portfolio use. Unless you request an NDA or reasonable confidentiality restriction, we may reference your name and the Deliverables in our credentials/portfolio and on our website/social channels.
12.5 Socius Projects branding. SM2C controls the Socius Projects name/brand assets hosted under sm2communicate.co.uk/socius-projects. No right to use Socius Projects branding is granted without our prior written consent.

12.6 Client Materials and Licences
You warrant that any materials, data, branding, images, fonts, software or other assets you supply (Client Materials) do not infringe third-party rights and that you have obtained all necessary licences and consents for our use of the Client Materials in providing the Services and producing the Deliverables. You shall indemnify SM2C against all losses, costs and liabilities arising from any third-party claim that the Client Materials infringe intellectual property or other proprietary rights.
12.7 Third-Party Components
Where Deliverables include third-party components (e.g., stock assets, fonts, code libraries), such components are licensed to you subject to the applicable third-party licence terms. We will notify you of any material usage restrictions known to us.
12.8 Moral Rights
Where legally permissible, individuals involved in creating the Deliverables waive any moral rights they may have in the Deliverables created specifically for you.

13. Referrals, Associates and Goodwill (Socius)

13.1 SM2C may collaborate with a network of trusted professional partners and affiliates in related industries (including surveying, project management, property and construction) to deliver value to clients.
13.2 Introductions or referrals may involve limited sharing of personal data strictly as necessary and in accordance with our Privacy Policy. Partners that subsequently act as independent controllers are responsible for their own compliance.
13.3 For clarity, SM2C has acquired certain goodwill, client relationships and online content relating to Socius Projects to ensure continuity of service. Nothing in these Terms implies that Socius Projects is trading as a separate legal entity.

14. Force Majeure

14.1 Neither party is liable for delay or failure caused by events beyond reasonable control (including outages, strikes, epidemics, war, governmental action, or platform/API changes). The affected party will notify the other and use reasonable efforts to mitigate. If such event continues for 60 days, either party may terminate on written notice.

15. Third-Party Rights

15.1 These Terms do not give any rights to third parties under the Contracts (Rights of Third Parties) Act 1999.

16. Notices

16.1 Notices
(a) Operational notices may be sent by email and are deemed received on the next Business Day if no delivery failure/bounce is received within 24 hours.
(b) Legal notices (including notices of breach, termination, or dispute) must be sent by email to hello@sm2communicate.co.uk and by recorded delivery or courier to the addresses set out in the Client Contract (or as updated in writing). Legal notices are deemed received on the earlier of: (i) signature of delivery; or (ii) 2 Business Days after dispatch within the UK (5 Business Days internationally).

17. General

17.1 Entire agreement. These Terms and the Client Contract constitute the entire agreement and supersede prior discussions.
17.2 No waiver. A failure to enforce is not a waiver.
17.3 Severance. If any clause is invalid, the remainder remains in force.
17.4 Assignment. Neither party may assign without the other’s consent, not to be unreasonably withheld; SM2C may assign to a group company or in connection with a business transfer on notice.

18. Governing Law and Jurisdiction

18.1 These Terms and any dispute or claim (including non-contractual disputes or claims) are governed by the laws of England and Wales.
18.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

19. Non-Solicitation

19.1 During the term and for 12 months thereafter, neither party shall, without the other’s prior written consent, solicit for employment or engagement any employee or contractor of the other who was materially involved in the Services. This does not restrict general advertising not targeted at such individuals.

20. Compliance

20.1 Each party shall comply with applicable laws and regulations, including the Bribery Act 2010, the Criminal Finances Act 2017, and applicable sanctions/export control laws, and shall maintain adequate policies and controls to ensure such compliance.

21. Survival

Clauses 3.5, 5, 8, 9, 10, 11, 12, 13.2–13.3, 16, 18, 19, 20 and this clause survive expiry or termination of the Agreement.