Fill in before publishing: [COMPANY NUMBER], [REGISTERED ADDRESS], [CONTACT EMAIL], [NOTICE PERIOD], [MINIMUM TERM]. Have a solicitor sanity-check this before it governs paid contracts — this is a strong starting draft, not a substitute for legal review.
About us
Digital Solutions Direct ("DSD", "we", "us") is a company registered in England and Wales, company number [COMPANY NUMBER], registered office [REGISTERED ADDRESS]. These terms govern all services provided by DSD, including Website Development, Lead Generation & Advertising, AI Automation & Workflows, Social Media Management, and the combined Growth Package.
Services
The specific services, scope, and pricing for each engagement are set out in a separate Proposal or Statement of Work ("SOW") agreed with the client. These Terms apply alongside, and take precedence over, any conflicting terms in the client's own purchase order or documentation unless expressly agreed in writing.
Services are sold as productised modules with fixed scope. Work outside the agreed scope will be quoted separately before being carried out.
Fees and payment
- Setup/build fees (where applicable) are invoiced [on signature / 50% on signature, 50% on delivery].
- Retainer fees are billed monthly in advance, due within [7] days of invoice.
- Advertising spend is billed separately from management fees and is payable in advance to fund campaigns; DSD does not front ad spend on a client's behalf.
- Late payment may result in suspension of services and interest charged at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
- All fees are exclusive of VAT unless stated otherwise.
Contract term and termination
- Retainer engagements run on a minimum initial term of [MINIMUM TERM, e.g. 3 months], after which they continue on a rolling monthly basis.
- Either party may terminate the rolling agreement with [NOTICE PERIOD, e.g. 30 days'] written notice.
- DSD may suspend or terminate immediately for non-payment, breach of these Terms, or if continuing the engagement would require DSD to act unlawfully.
- On termination, fees for work completed and costs already committed (e.g. active ad spend, third-party licences bought on the client's behalf) remain payable.
Intellectual property
Client-owned: Final deliverables created specifically for the client — their website, ad creative, campaign copy, and their own customer data — belong to the client once paid in full.
DSD-owned: The underlying frameworks, automation templates, AI agent logic, workflow structures, and any reusable tooling that make up the dsd.os system remain the sole property of DSD, regardless of client payment. Clients receive a licence to use these systems for the duration of their engagement, not ownership of the systems themselves.
Upon termination, the client retains their own data and content but the licence to DSD's underlying automation/agent infrastructure ends. DSD will provide reasonable assistance to migrate the client's own data on request, at DSD's standard rates.
DSD may use anonymised or aggregated results from client work for its own case studies and marketing, subject to Section 8 (Confidentiality) below.
Client responsibilities
The client agrees to provide timely access, approvals, brand assets, and information needed for DSD to deliver the service. Delays caused by the client (late approvals, missing access, non-responsiveness) may extend timelines and will not be treated as a failure by DSD to deliver.
Performance and results
DSD works to agreed strategies, targets and industry best practice, but does not guarantee specific commercial outcomes (e.g. a fixed number of leads, a specific cost-per-lead, or revenue figures), as these depend on factors outside DSD's control including market conditions, client's product/pricing, and third-party platform policies (Meta, Google, LinkedIn). Where a specific metric is contractually targeted, this will be stated explicitly in the SOW.
Confidentiality
Both parties agree to keep confidential any non-public business, financial, or technical information disclosed during the engagement, and not to disclose it to third parties except as required by law or as needed to deliver the service (e.g. sharing with sub-contracted freelancers under equivalent confidentiality obligations).
Liability
- Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
- Subject to the above, DSD's total liability arising from or in connection with the services is limited to the total fees paid by the client in the [3 months] preceding the claim.
- DSD is not liable for indirect or consequential losses, including loss of profit, loss of business opportunity, or reputational damage.
- DSD is not liable for the actions, policy changes, or account suspensions of third-party platforms (Meta, Google, LinkedIn, CRM providers).
Data protection
Each party will comply with its obligations under UK GDPR and the Data Protection Act 2018. Where DSD processes personal data on the client's behalf (e.g. managing their leads or ad campaigns), a separate Data Processing Agreement will be put in place on request.
Sub-contracting
DSD may use vetted freelance contractors ("the bench") to deliver services, and remains responsible for the quality and confidentiality of their work as if performed by DSD directly.
General
- Force majeure: Neither party is liable for delay or failure caused by events outside its reasonable control.
- Governing law: These Terms are governed by the law of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.
- Entire agreement: These Terms, together with the applicable Proposal/SOW, constitute the entire agreement between the parties.
- Changes: DSD may update these Terms from time to time; continued use of services after an update constitutes acceptance.