Terms and Conditions

Effective Date: 19th September 2025

Zen Reach UK

1. Agreement Overview

These Terms and Conditions ("Agreement") govern the provision of digital marketing services between Zen Reach UK ("we," "us," "our") and the client ("you," "your") as detailed in individual service contracts.

By engaging our services, you acknowledge that we have the necessary qualifications, experience, and abilities to provide marketing services, and both parties agree to the terms set forth below.

2. Services Provided

2.1 Scope of Services

We will provide the digital marketing services specifically described in your service contract or schedule of deliverables. Services may include but are not limited to:

• Social media management
• Paid advertising campaign management
• Content creation
• Marketing strategy consultation

2.2 Additional Services

Any services not explicitly listed in your contract will be considered additional and billed separately. This includes:

• Extra revisions beyond agreed limits
• Rush delivery requests
• New platform additions
• Expanded scope items

3. Payment Terms

3.1 Fees and Invoicing

• Service fees are outlined in your individual service contract
• We invoice monthly for our services
• All invoices are due upon receipt
• All fees are quoted in GBP and exclude VAT

3.2 Value Added Tax (VAT)

VAT will be added to all invoices where applicable at the current UK rate.

3.3 Tax Responsibilities

We are responsible for our own income tax, National Insurance contributions, and any other statutory obligations. We operate as an independent contractor, not as your employee.

3.4 Expenses

Our service fees include all tools, software, and resources needed to deliver our services. No additional expense reimbursements will be requested.

4. Client Responsibilities

4.1 Advertising Spend

• You maintain direct payment relationships with all advertising platforms (Google Ads, Meta Ads, etc.)
• You are solely responsible for all advertising spend
• You must provide administrative access to advertising accounts

4.2 Platform Access

You agree to provide timely access to necessary platforms including:

• Website backend/CMS
• Social media accounts
• Google Business Profile
• Analytics platforms
• Any other marketing tools required for service delivery

4.3 Content Approval

You agree to review and provide feedback on content within 48 hours of submission. Delays may impact campaign timelines and results.

5. Intellectual Property

5.1 Ownership

Upon full payment, all marketing materials created specifically for your brand become your property. This includes:

• Custom graphics and designs
• Written content
• Campaign materials
• Brand-specific strategies

5.2 Our Retained Rights

We retain ownership of:

• Our methodologies and processes
• Template frameworks
• General strategies and knowledge
• Pre-existing tools and systems

5.3 Portfolio Usage

All work created for you remains confidential. We must obtain your explicit written permission before displaying any work in our portfolio, case studies, or marketing materials.

6. Performance and Results

While we commit to using industry best practices and our professional expertise, specific marketing results (including ROI, leads, sales, or engagement metrics) cannot be guaranteed as they depend on factors outside our control, including:

• Market conditions
• Competition
• Product/service quality
• Pricing
• External economic factors

7. Confidentiality

7.1 Definition

"Confidential Information" means any data or information relating to your business that would reasonably be considered proprietary, including business processes, customer data, financial information, and marketing strategies.

7.2 Our Obligations

We agree to:

• Not disclose your Confidential Information without authorization
• Use Confidential Information solely for providing our services
• Protect your information with reasonable care
• Maintain confidentiality even after our agreement ends

8. Working Relationship

8.1 Independent Contractor Status

We operate as an independent contractor, not as your employee. This Agreement does not create a partnership, joint venture, or employment relationship.

8.2 Autonomy

We maintain full control over our working methods, timing, and decision-making while remaining responsive to your reasonable needs and concerns.

8.3 Non-Exclusivity

Both parties may engage with other service providers or clients for similar services during and after this Agreement.

8.4 Subcontractors

We may engage subcontractors to assist with service delivery at our discretion. We remain fully responsible for all work quality and confidentiality obligations.

9. Term and Termination

9.1 Agreement Duration

This Agreement begins on the start date specified in your service contract and continues until terminated by either party.

9.2 Standard Termination

Either party may terminate this Agreement with 14 working days' written notice.

9.3 Immediate Termination

Either party may terminate immediately if the other party:

• Breaches a material provision of this Agreement
• Becomes insolvent or bankrupt
• Engages in illegal activities

9.4 Upon Termination

• You will receive all completed work
• We will transfer all account access and campaign control
• Outstanding payments become immediately due
• Confidentiality obligations continue

10. Limitation of Liability

10.1 Liability Cap

Our total liability for any claims relating to our services is limited to the total fees you paid us in the previous three months.

10.2 Exclusions

We are not liable for:

• Indirect or consequential losses
• Lost profits or revenue
• Damage to reputation
• Loss arising from your provision of incorrect information

10.3 Indemnification

Each party agrees to protect the other from claims arising from their own actions, negligence, or breach of this Agreement.

11. General Provisions

11.1 Modifications

Any changes to this Agreement must be agreed to in writing by both parties.

11.2 Entire Agreement

This Agreement, together with your service contract, constitutes the entire agreement between us.

11.3 Governing Law

This Agreement is governed by the laws of England and Wales.

11.4 Severability

If any provision is found to be unenforceable, the remaining provisions continue in full effect.

11.5 Communication

All formal notices should be sent via email to the addresses provided in your service contract.

11.6 Assignment

We may not transfer our obligations under this Agreement without your written consent.

12. Contact Information

For questions about these Terms and Conditions or our services:

Zen Reach UK
Email: info@zenreach.uk
Website: www.zenreach.uk

By engaging our services, you confirm that you have read, understood, and agree to these Terms and Conditions.