Last updated: December 2025

Priddey Marketing Limited is registered in England and Wales.
Company number: 09401276
VAT number: 203 4752 38

These Terms and Conditions govern all work carried out by Priddey Marketing Limited (“The Company”) for a client (“The Client”). Any variations must be agreed in writing.

1.      Formation of Contract

A contract is formed when:

The Client accepts a written proposal or Terms of Engagement; or
Work commences following written confirmation (including email).

These Terms, together with the proposal, Privacy Policy and Cookie Policy, form the entire agreement.
Verbal commitments are not binding unless confirmed in writing.

2.     Scope of Work

The services to be provided are described in the proposal or Terms of Engagement.

The Company is not responsible for delays or increased costs caused by incomplete, inaccurate or late information supplied by The Client, or by changes in brief or circumstances outside The Company’s control.

Any work outside the agreed scope is subject to additional fees.

3.     Fees and Pricing

Fees are set out in the proposal or Terms of Engagement.
VAT will be added where applicable.

The Company may review and adjust fees annually and will notify The Client at least 30 days in advance.

If The Client asks for work to be delivered without AI-assisted tools, delivery time and fees may increase.

4.     Additional Work and Scope Changes

If additional work is required:

A revised fee will be agreed in writing before work begins; or
Work may be billed at the agreed daily or hourly rate.

The Company is not obliged to begin additional work until fees are agreed.

5.     Expenses

The Client agrees to reimburse reasonable out-of-pocket expenses necessary to deliver the work, including travel, subsistence, offsite venue costs and specialist materials.

Expenses will be billed at cost.
Where practical, expenses will be agreed in advance.

If external specialist services become necessary, The Client will be notified and approval obtained before costs are incurred.

6.     Invoicing and Payment

Invoices are payable within the timeframe stated on the invoice.

The Client must raise invoice queries within 14 days of the invoice date.

Payment must not be delayed due to internal approval processes, purchase order requirements or procurement systems.
The Client must provide any required purchase order numbers or references before work begins.

If payment is late, The Company may:

Pause work until payment is received; and
Charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Payment should be made by bank transfer unless otherwise agreed.

7.     Client Responsibilities

The Client agrees to:

Provide accurate, complete and timely information.
Ensure access to relevant team members, systems and decision-makers.
Provide feedback, approvals and content within agreed timescales.
Obtain all necessary licences, permissions and rights for materials supplied.
Ensure all data provided complies with applicable laws, including UK GDPR.
Provide any required purchase order numbers or payment references before work commences.
If cancelling or rescheduling meetings with less than 24 hours’ notice, accept that The Company may charge for the time allocated and preparation undertaken.

Delays caused by The Client may extend delivery timelines and increase project costs.

8.     Confidentiality and Data Protection

Both parties agree to keep confidential all non-public information relating to the other party.

The Company:

Uses secure digital tools including Microsoft 365, Teams, Samai CRM, Zoom, GoogleDrive and Dropbox.
May use AI-assisted tools solely under the conditions stated in its Privacy Policy.
Uses a paid version of ChatGPT with training disabled.
Ensures that subcontractors are bound by confidentiality obligations.

The Client may request that AI tools are not used on their project. Where this is requested, delivery will be completed manually and fees or timelines may increase.

Further details are available in the Privacy Policy.

9.     Use of Subcontractors

The Company may use specialist subcontractors or associates to support delivery.
All subcontractors work under The Company’s direction and are bound by confidentiality requirements.

The Client agrees not to solicit, employ or directly engage any subcontractor introduced by The Company for a period of 12 months after the end of the engagement unless agreed in writing.

10.  Intellectual Property

The Client owns the final deliverables created specifically for their project once all fees are paid.

The Company retains ownership of:

Its pre-existing intellectual property.
Frameworks, templates, methodologies and processes used during delivery.
Any AI prompts, workflows or systems used to support drafting and efficiency.

Each party may use general knowledge, skills and experience gained during the project.

11.  Limitation of Liability

The Company will perform its services with reasonable skill and care.

To the fullest extent permitted by law:

The Company’s total liability to The Client is limited to the total fees paid for the project in question.
The Company is not liable for loss of profits, business interruption, loss of data, reputational damage or any indirect or consequential loss.
The Company is not liable for delays or issues arising from:
Client delays or omissions
Inaccurate or incomplete information
Third-party failures
External factors outside The Company’s control

Nothing in these Terms excludes liability for death or personal injury caused by negligence or for fraudulent misrepresentation.

The Company maintains professional indemnity insurance appropriate for its services.

12.  Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, power failures, pandemics, strikes or government restrictions.

If such an event continues for more than 30 days, either party may terminate the agreement with written notice.

13.  Suspension and Termination

The Client may terminate the agreement with 30 days’ written notice, unless otherwise stated in the proposal.

The Company may suspend or terminate the agreement if:

Invoices remain unpaid.
The Client fails to provide required information.
Material changes in circumstances affect delivery.
The Client breaches the agreement and does not remedy within 7 days.
The Client enters insolvency proceedings.

On termination:

Each party must return property belonging to the other.
The Client must pay for all work completed up to the termination date, including the notice period and any committed subcontractor time.
The Company may retain deliverables until outstanding fees are fully paid.

14.  Training Course Cancellations

7–3 days before the course: 75 percent of the course fee.
48 hours or less: 100 percent.

These fees may be waived if the course is rebooked within three months, minus any costs already incurred.

15.  Governing Law

These Terms and Conditions are governed by the laws of England and Wales.

Any disputes will be subject to the exclusive jurisdiction of the English courts.