Terms and Conditions
Transparency on the legal side of working with us
1. General Terms
1.1. Any additional terms or conditions sought to be imposed by either party shall not be incorporated into the Contract and shall have no effect unless agreed to in writing by the other party.
1.2. We may, as your agent, directly or through an intermediary ask another contractor ("Third Party Contractor") or one of our “Associates” to carry out some or all of any work which you instruct us to carry out for you.
Any such assignment of work will be subject to prior written notification and acceptance by The Client. We shall pay the reasonable charges of Third-Party Contractors / Associate on your behalf and recharge them to you with our own fees.
We will ensure that the Third-Party Contractor / Associate fees which are recharged to you are in line with the fees we will have quoted to you, had we done the work ourselves. We will take all reasonable care in selecting and instructing a Third-Party Contractor / Associate.
2. Scope: Prices and SLA's
2.1. The price for the supply of goods and services are set out in the Client Contract, please view yours for full details.
2.1.1. Any advertising costs (should these be needed in the future) will be agreed upon upfront with the client but will be in addition to the monthly fee agreed in the Client Contract.
2.2. We shall invoice you at the beginning of the month for payment to be made by the 14th date of the same month.
2.2.1. Deposit details will be detailed in your Client Contract.
2.2.2. Contract Start date will be detailed in your Client Contract.
2.2.3. Scope of Works will be detailed in your Client Contract.
2.2.4. Your Client Contract may evolve and subsequently be amended to include future development work as required.
3. Ways of Working - Our Promise to You
3.1. Our office hours are Monday – Friday 09:00 am – 17:30 pm (GMT) and we will respond to any emails, WhatsApp messages, Text Messages or Phone calls within 24 hours of receipt.
3.2. Meetings
3.2.1. Regular Monthly calls: We generally hold these via Zoom or Teams, which is a free video-conferencing application for our clients. We will arrange a mutually suitable time for the duration of the contract and send you a calendar appointment with a Zoom link in it to click on each time. Zoom or Teams is also available with a dial-in number should you be mobile at the meeting time.
3.2.2. Face-to-face: These will happen on an ad-hoc basis, generally for any workshops or if requested by the client and forms part of this contract. They will generally happen at the client’s premises or mutually agreeable locations.
3.3. Reporting
3.3.1. Email Updates: These are generally sent out around the beginning of the month (unless there is office sickness or force major events) This will be a bulleted list of the activity we carried out for you last month, and what our planned activity is for the next month. This will be aligned with the marketing.
3.3.2. SEO Service: If you have this type of service from us, we will organise a monthly 30-minute Zoom or teams call with you to talk you through the previous month’s activity report from us and inform you of the next monthly activity.
3.3.3. Full dashboard: This report will be issued around the 5th of the month and is bespoke to the client’s requirements. The details form part of this contract and will appear in your Client Contract.
3.4. Our Promise
By virtue of being our client, everyone at SM2Communicate and our Associates promise that we will:
3.4.1. Be totally committed to your success,
3.4.2. Always act with integrity and with your best interests at heart,
3.4.3. Help you see all that could be possible for you,
3.4.4. Work with you to reduce the barriers that might prevent you from achieving your goals,
3.4.5. Act as your advocate while also challenging your ideas when necessary,
3.4.6. Use our business expertise to help you progress even quicker,
3.4.7. Treat our work together with strict confidentiality,
3.4.8. Respond to your messages within 24 working hours,
3.4.9. Only rearrange our meetings if it is vitally important that we do so.
3.5. In return for our Promise, we ask that you and your employees will:
3.5.1. Complete the actions that you commit to within the timescales you have agreed to,
3.5.2. Respect our knowledge and experience; trust our advice,
3.5.3. Ensure we receive a full brief or detailed outline via email of any new project/marketing requirement,
3.5.4. Message us within normal working hours (as detailed in 3.1) and respect our downtown,
3.5.5. Respect our meetings and only rearrange them if it is vitally important that we do so.
4. Risk
4.1 As soon as we have delivered the goods or services, you will be responsible for them and we will not be liable for their loss or destruction. Therefore, you would need to take necessary steps to insure the items.
5. Ownership of Goods/Services
5.1 You will retain ownership of the goods/services once they have been successfully delivered and when we have received cleared payment in full. Services supplied are not for resale, and upon completion of our contract with you, we will ensure to pass back to you any passwords and logins, destroying any evidence from our servers.
6. Delivery of Physical Goods
6.1 We will deliver the goods to the address you specify for delivery in your order. It is important that this address is accurate. We cannot accept any liability for any loss or damage to the goods once they have been delivered in accordance with your delivery instructions (unless this is caused by our negligence). We will aim to deliver the goods by the date quoted for delivery, but delivery times are not guaranteed. If delivery is delayed due to any cause beyond our reasonable control, the delivery date will be extended by a mutually agreed period and we will contact you to arrange an alternative time.
7. Performance
7.1. If in our opinion it is not reasonably practicable for any reason to carry out any of the work we are instructed to carry out, we shall be entitled to refrain from carrying out or completing such work and will consult with you as to what if any work is to be undertaken. We will, if requested by you, provide a written explanation as to why any work is not considered to be reasonably practicable.
7.2. If the cost to us of carrying out the work is subsequently increased by reason of increases in the cost of materials and/or labour and/or any other factor outside our control, then we shall notify you in writing and such changes will be mutually agreed before undertaking any work to which the increase will apply. If you require us to discontinue the work, you shall only be required to pay us for the work already carried out.
8. Payment
8.1 Unless the Agreement provides otherwise, the price for the goods and/or services shall be payable no later than 14 days from the receipt of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified shall entitle us to write via email to you upon the expiration of seven days’ notice, to charge you for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
9. Warranty
9.1. We warrant that as from the date of delivery for a period of one month, the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the specification document are manufacturer’s warranty only.
9.2. We warrant that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices
10. Right to Cancel
10.1. We will permit you to cancel this Agreement by sending written notice no later than 7 days after the date on which this Agreement has been signed. If you request cancellation at a later date, then unless we are in breach of contract, we have the right to retain all or part of your first month’s invoice as a contribution towards any losses or costs we suffer as a result of the cancellation.
10.2. You cannot cancel this Agreement if the goods you have ordered are newspapers or magazines or if you have taken any audio or video recording or computer software out of the sealed package in which it was delivered to you.
10.3. If you have received the goods before you cancel this Agreement then [unless, under clause 10.2, for which you do not have a right to cancel] you must send the goods back to our contact address at your own cost and risk. If you cancel this Agreement but we have already processed the goods for delivery you must not unpack the goods when they are received by you and you must send the goods back to us at our contact address at your own cost and risk as soon as possible.
10.4. To cancel this agreement once the initial 7 day cooling off period at the start has elapsed you must provide 3 calendar months’ notice in writing detailing the reasons for cancellation. Once you have notified us that you are cancelling this Agreement your final invoice will be issued and payment must be made net 14 days and before the end of the final month of service with us. Failure to pay the final invoice will result in us suspending your social media accounts until the final account is paid in full.
10.5. To Pause this agreement once the initial 7-day cooling off period at the start has elapsed, we ask that you give us at least 1 month's notice. We understand the volatility of the business market and things happen, we are here to support you as best we can.
10.5.1. Once invoked, the Pause will be in place for no longer than 3 months and in month 2 of the Pause we ask that you contact us to update us on your situation. We will hold a slot for your work for these 3 months with a positive view to your return. At the point of contact, we will establish whether you will be returning to us and if you do not wish to add any services to your contract that you signed at the point of pause, we will continue with the same services and at a 10% increase in fees. If you would like to amend the contract either up or down we will take the opportunity to re-negotiate a new contract with you and issue you new paperwork.
10.5.2. If you are unable to return to us, we will send you a final bill at this point of contact, acknowledging your decision to not return which will trigger a bill totalling 50% of your last month's paid invoice with us as a final settlement. Please do bear this final settlement figure in mind when you place us on Pause.
10.6. Where applicable: If you do not return the goods delivered to you or do not pay the costs of delivery, we will be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to you. You will be re-credited for the costs incurred in returning faulty or unsatisfactory goods.
10.7. We reserve the right to cancel the Agreement between us if:
10.7.1. We have insufficient stock to deliver the goods you have ordered; we do not deliver to your area or one or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.
10.7.2. We can no longer deliver the service to you on ethical grounds due to a change in your business strategy and ethos.
11. Invalidity
11.1 If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
12. Liability
12.1. Except for death or personal injury caused by our negligent acts or omissions we shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of this Agreement.
12.2. You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach or default in the discharge of your obligations.
12.3. Where we need to carry out work on your premises and/or install equipment, we will not accept liability for the cost of repairing or replacing parts of your existing system which occurs due to faults in your system unless we have been negligent in not realising that such damage may occur or in the way we did the work.
12.4. In the event of our losing or damaging your goods, we will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide you with a full refund if we have been negligent.
12.5. Nothing in this Agreement shall exclude or limit the Company’s liability for death or personal injury resulting from the Company’s negligence or that of its employees, agents or sub-contractors.
13. Governing Law and Jurisdiction
13.1 Parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of England and Wales. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be construed in accordance with and governed by the law of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
14. Third Party Rights
14.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
15. Customer Services
15.1. To protect your own interests please read the conditions carefully before signing them. If you are uncertain as to your rights under them or you want any explanation about them please write to or telephone our customer queries department, at the address and telephone number set out above.
15.2. If you are unhappy with any aspect of our service, please contact our CEO. Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.
16. Changes to our Terms and Conditions of Business
Any changes to these terms and conditions will require formal agreement by both parties and will be documented and signed in the form of an addendum.
16.1. Any additional work, outside of the scope listed in your Client Contract will be charged at a rate of £150 + VAT per hour, per person.
16.2. For any additional ad-hoc project work (outside of the scope listed in your Client Contract), a new price will be obtained from one of our Associates and approved by the Client before any work commences. This will then be placed in an addendum to this Terms and Conditions document. A full brief will be required from the client and if we need to chase for clarity our additional hourly rate mentioned in 16.1 will apply.
17. Data Protection
17.1 You consent to the computer storage and processing of your personal data by us in connection with this Agreement and to the transmission of this data across the company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control.
18. Intellectual Property (IP)
18.1 This agreement is written on the basis that any creative, campaign, design or administrative work undertaken by SM2Communicate (or its Associates) shall remain the intellectual property (IP) of the Client and therefore this work cannot be reproduced by or shared with any other party.
For the basis of this agreement, the Client shall own the IP and copyright of the film in its approved and final version(s) and maintain the artistic expression as well as quality indicators of the final product by not cutting it, colour correcting or any other changes from the final delivered film(s). SM2Communicate (or its Associates) reserves the right to use the film, or an edited version, on their website, social media or any other form of marketing for demonstration purposes of their skills – unless the client has asked for an NDA, then, of course, this will be honoured.
No Intellectual Property Rights in relation to Input Materials or Pre-existing Materials are intended to be transferred as a result of this Agreement.
19. General Data Protection Regulation (GDPR)
Below is a summary of how SM2Communicate protects its own data and that of its clients.
19.1. Tresorit End-to-End Encrypted Cloud Storage
All data SM2Communicate receives and produces is securely stored in SM2communicate's own encrypted cloud space, Tresorit. You can read more about our encrypted server here.
Every folder and subfolder has set permissions; so only certain people within the company can access that data. Access is recorded and granted through the CEO.
All client data SM2Communicate receives and produces is securely stored on Tresorit storage platform. Tresorit uses end-to-end encryption (E2EE) to secure communication that prevents third parties from accessing data while it’s transferred from one end system or device to another.
Tresorit platform complies with the following standards - CCPA, CJIS, FINRA, GDPR, HIPAA, ITAR and TISAX. All data stored in Tresorit is stored and resides within ISO 27001 certified UK datacentres. All users require two factor authentication to access the Tresorit platform and policies have been configured to control data access and management.
19.2. Office 365 All SM2Communicate email is stored in Office 365.
Details on how Microsoft protect our email in Office 365 can be found here.
19.3. Google Drive
SM2Communicate use Google Drive to share large files and documents with its clients where it does not have access to the client’s IT Network/servers.
Details on how Google protect our documents in Google Drive can be found here.
19.4. Managed IT Support
SM2Communicate‘s IT network and devices are serviced through a contract by: Ambico Services Limited, 17 Clerkenwell, London EC1R 0DP - +44 207 537 7080.
Ambico Services Limited are a Microsoft Partner, Cyber Essentials Plus certified and hold ISO 27001 accreditation
Ambico provide 24/7 IT Support which includes system monitoring of our devices and network.
20. Force Majeure
Neither party shall be in breach of this Agreement, nor liable for any failure or delay in performance of their obligations under this Agreement if such breach or failure is due to an event of Force Majeure. Where either party is prevented or delayed in the performance of any of their obligations under this Agreement by an event of Force Majeure they shall promptly give written notice to the other party giving details of such event of Force Majeure and the extent and likely duration whereupon such obligations shall be suspended due to the event of Force Majeure.
A party affected by an event of Force Majeure shall make every reasonable effort to minimise the effects thereof and shall promptly resume performance as soon as reasonably possible after termination of the event of Force Majeure.
Where the period of non-performance in relation to any event of Force Majeure exceeds 60 Days from the date of notice of such event of Force Majeure, either party may serve written notice on the other to terminate this Agreement with immediate effect.