Terms of Service
Please read these terms carefully before engaging our services.
1. Introduction
These Terms of Service ("Terms") govern the relationship between VALID8 SOLUTIONS, trading as Valid8 Agency ("Valid8", "we", "us", "our"), a company registered in WYOMING, USA, and any person or organisation engaging our services ("Client", "you", "your").
By engaging Valid8, signing a proposal or statement of work, paying an invoice, or otherwise instructing us to begin work, you confirm that you have read, understood and agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
2. Definitions
"Services" means the work described in the applicable Proposal, Statement of Work, or written scope agreed between the parties.
"Statement of Work" ("SOW") means any document, proposal, quotation or written brief describing the specific Services, deliverables, timelines and fees for a particular engagement.
"Deliverables" means the materials, assets, reports, designs, code, copy or other work product created by Valid8 for the Client under an SOW.
"Client Materials" means any content, data, branding, credentials, access, or other materials supplied by the Client for use in the Services.
"Agreement" means these Terms together with any applicable SOW.
3. Scope of Services
3.1 Valid8 will provide the Services with reasonable skill and care, in accordance with the applicable SOW.
3.2 Where there is any conflict between these Terms and an SOW, the SOW takes precedence in respect of that specific engagement, but only where the conflict is express.
3.3 Any work not expressly described in an SOW is out of scope. Additional work will be quoted separately and requires written approval before commencement.
3.4 Timelines given in any SOW are estimates made in good faith and depend on the Client meeting its obligations under Clause 4.
4. Client Responsibilities
4.1 The Client agrees to:
- provide Client Materials, information, access and credentials that are accurate, complete and supplied promptly;
- nominate a single point of contact authorised to approve work and make decisions;
- respond to requests for feedback, approval or information within [NUMBER] business days;
- ensure it holds all necessary rights, licences and permissions for any Client Materials supplied to us.
4.2 Delays caused by the Client's failure to meet these obligations may result in revised timelines and, where materially disruptive, additional charges. Valid8 is not liable for any consequence of such delay.
4.3 The Client is responsible for the legality and accuracy of any information, claims or materials it supplies to us for use in the Services.
5. Fees and Payment
5.1 Fees are as set out in the applicable SOW and are exclusive of VAT and any other applicable taxes, which will be added where required.
5.2 Unless otherwise stated in an SOW:
- a deposit of [PERCENTAGE]% of the total project fee is payable before work commences;
- retainer fees are invoiced [monthly in advance / other] and are due on receipt;
- project balances are invoiced [on completion / at agreed milestones].
5.3 Invoices are payable within [NUMBER] days of the invoice date.
5.4 Late payments may incur interest at [RATE]% per annum above the [Bank of England base rate / other benchmark], accruing daily from the due date until payment is received. (In the UK, statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998 may also apply.)
5.5 Valid8 reserves the right to suspend Services and withhold Deliverables where any invoice remains unpaid more than [NUMBER] days past its due date. We will give written notice before doing so.
5.6 All fees are non-refundable except where expressly stated in these Terms or required by law. Deposits are non-refundable once work has commenced.
5.7 Third-party costs. Media spend, advertising budgets, software licences, stock assets, hosting, domains and similar third-party costs are not included in our fees unless expressly stated. These are either billed to the Client at cost or paid directly by the Client to the relevant provider.
6. Term, Termination and Pausing
6.1 These Terms apply from the date of first engagement and continue until terminated in accordance with this clause.
6.2 Retainer engagements may be terminated by either party on [NUMBER] days' written notice, expiring no earlier than the end of the then-current billing period.
6.3 Project engagements may be terminated by the Client on written notice. In that event, the Client will pay for all work performed up to the date of termination, plus any non-cancellable third-party commitments incurred on the Client's behalf.
6.4 Either party may terminate immediately on written notice if the other party:
- commits a material breach that is not remedied within [NUMBER] days of written notice;
- becomes insolvent, enters administration or liquidation, or is otherwise unable to pay its debts.
6.5 Valid8 may terminate immediately where the Client's conduct is abusive toward our staff, or where continuing the engagement would require us to act unlawfully or in breach of a third-party platform's policies.
6.6 On termination: all outstanding invoices become immediately due; ownership of Deliverables transfers only in respect of work that has been paid for in full (see Clause 8); and each party will return or destroy the other's Confidential Information on request.
6.7 Clauses 8, 9, 10, 11, 12, 13, 14 and 18 survive termination.
8. Intellectual Property
8.1 Client Materials. The Client retains all rights in Client Materials. The Client grants Valid8 a non-exclusive licence to use Client Materials for the sole purpose of providing the Services.
8.2 Deliverables. Subject to full payment of all sums due, Valid8 assigns to the Client all intellectual property rights in the final Deliverables created specifically for the Client under the applicable SOW.
8.3 Valid8 Background IP. Valid8 retains all rights in its pre-existing materials, methodologies, frameworks, templates, tools, processes, source files, and any general know-how developed in the course of providing the Services. Where any such material is embedded in a Deliverable, Valid8 grants the Client a perpetual, non-exclusive, royalty-free licence to use it as part of that Deliverable.
8.4 Working files. Unless expressly agreed in the SOW, working files, source files and unused concepts remain the property of Valid8 and are not included in the Deliverables.
8.5 Third-party assets. Any third-party assets (fonts, stock imagery, plugins, software) incorporated into Deliverables are licensed to the Client subject to the relevant third-party licence terms. The Client is responsible for maintaining those licences.
8.6 Portfolio rights. Valid8 may display the Deliverables and reference the Client's name and logo in its portfolio, case studies, website, and marketing materials, unless the Client requests otherwise in writing. This right survives termination.
9. Confidentiality
9.1 Each party agrees to keep confidential all non-public information disclosed by the other party that is marked confidential or would reasonably be understood as confidential, and to use it only for the purposes of the Agreement.
9.2 This obligation does not apply to information that: is or becomes public through no fault of the receiving party; was already lawfully known to the receiving party; is independently developed without reference to the disclosing party's information; or is required to be disclosed by law, regulation or court order.
9.3 These obligations continue following termination.
10. Data Protection
10.1 Each party will comply with applicable data protection legislation, including the [UK GDPR and Data Protection Act 2018 / EU GDPR / other].
10.2 Where Valid8 processes personal data on the Client's behalf in the course of providing the Services, Valid8 acts as a processor and the Client as controller. In such cases the parties will enter into a data processing agreement setting out the subject matter, duration, nature and purpose of processing, the categories of data subjects and personal data, and the applicable security measures.
10.3 Our handling of personal data is further described in our Privacy Policy at Privacy Policy.
11. Warranties and Disclaimers
11.1 Valid8 warrants that it will perform the Services with reasonable skill and care and in accordance with generally accepted industry standards.
11.2 No guarantee of results. The Client acknowledges that the outcomes of the Services depend on numerous factors outside Valid8's control, including market conditions, third-party platform algorithms and policies, competitor activity, the Client's own products, pricing and operations, and the Client's implementation of our recommendations. Valid8 does not warrant or guarantee any specific result, ranking, conversion rate, revenue figure, engagement level, return on investment, or other performance outcome. Any projections, forecasts or estimates provided are illustrative only and are not commitments.
11.3 Third-party platforms. Valid8 is not responsible for the acts, omissions, outages, pricing changes, policy changes, account suspensions or algorithm changes of any third-party platform or service provider.
11.4 Except as expressly set out in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
12. Limitation of Liability
12.1 Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
12.2 Subject to Clause 12.1, neither party is liable to the other for any indirect, consequential or special loss, or for any loss of profit, revenue, business, anticipated savings, goodwill, or data, however arising.
12.3 Subject to Clause 12.1, Valid8's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by the Client to Valid8 under the relevant SOW in the months immediately preceding the event giving rise to the claim.
12.4 Advertising and media spend managed on the Client's behalf is excluded from the calculation of fees for the purposes of Clause 12.3.
13. Indemnity
13.1 The Client indemnifies Valid8 against all claims, damages, losses, costs and expenses (including reasonable legal fees) arising from: (a) Client Materials, including any allegation that they infringe a third party's rights; (b) any claim, statement or representation made by the Client about its own products or services that we have reproduced at the Client's direction; and (c) the Client's breach of these Terms or of any applicable law or regulation.
14. Non-Solicitation
14.1 During the term of the Agreement and for [NUMBER] months afterwards, neither party will directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the Services, without the other party's prior written consent.
14.2 This does not restrict general recruitment advertising not specifically targeted at the other party's personnel.
15. Subcontracting
15.1 Valid8 may engage subcontractors, freelancers or third-party specialists to perform part of the Services. Valid8 remains responsible for the performance of the Services and will ensure any subcontractor is bound by equivalent confidentiality obligations.
16. Force Majeure
16.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic or pandemic, government action, industrial action, or failure of internet, telecommunications or utility infrastructure.
16.2 If such an event continues, either party may terminate the affected SOW on written notice.
17. General
17.1 Entire agreement. These Terms together with the applicable SOW constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations.
17.2 Variation. Any variation must be agreed in writing by both parties.
17.3 Assignment. Neither party may assign or transfer its rights or obligations without the other's prior written consent, except to a successor in connection with a merger or sale of substantially all assets.
17.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
17.5 Waiver. A failure or delay in enforcing any right is not a waiver of that right.
17.6 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
17.7 Third-party rights. No person other than the parties has any right to enforce these Terms.
17.8 Notices. Notices must be in writing and sent to the addresses or email addresses specified in the SOW, or in our case to [email protected].
18. Governing Law and Jurisdiction
18.1 These Terms and any dispute arising out of or in connection with them are governed by the laws of [ENGLAND AND WALES / OTHER JURISDICTION].
18.2 The parties submit to the exclusive jurisdiction of the courts of [ENGLAND AND WALES / OTHER JURISDICTION].
18.3 Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through discussion between senior representatives, and thereafter through [mediation / other agreed process].
19. Changes to These Terms
19.1 Valid8 may update these Terms from time to time. The version in force at the date an SOW is signed governs that engagement.
19.2 For ongoing retainer engagements, we will give at least [NUMBER] days' written notice of any material change. Continued use of the Services after that period constitutes acceptance.
20. Contact
Questions about these Terms should be directed to:
Valid8 Agency
Email: [email protected]
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