Terms and conditions in working with Sales and Marketing Engineers Ltd
These Terms & Conditions (“Terms”) set out the basis on which Sales & Marketing Engineers Ltd (“SME”, “we”, “us”, “our”) provides services to our clients (“Client”, “you”, “your”). By engaging our services, you agree to be bound by these Terms.
1. Working Together
We will:
- Deliver services professionally as listed in our presentation / quotation.
- Respond to your communications within at least 48 hours.
- Act in good faith for your best interests as far as is reasonable.
- Keep your business information confidential.
- Use trusted subcontractors to deliver work.
You will:
- Provide necessary information, access to resources and materials where needed promptly.
- Give timely feedback or answers when requested.
- Keep SME's proprietary information and presentations confidential.
Anything else outside the scope of work will not be included unless in writing.
2. Duration, Additions and Commitment
- For any ongoing, contracted work a minimum contract period of 3 Months applies
- Any additional work within this period or extensions to this period agreed in writing by both parties will also be subject to the same terms and conditions unless agreed in writing otherwise.
3. Payment Terms
- Fees are as stated in your proposal or cost schedule (exclusive of VAT).
- VAT will be charged at the prevailing rate in UK or applied depending on the UK VAT guidelines.( See https://www.gov.uk/charge-reclaim-record-vat/when-not-to-charge-vat for more information)
- First invoice is required to paid 50% upfront before service commences and 50% on completion.
- Project work will be invoiced on completion and due within 7 days of invoice receipt
- Invoices for ongoing monthly work will be issued on or before the 21st of each month.
- Payment is due by the end of that month or within seven working days of the invoice date (whichever is sooner), unless otherwise agreed.
- Late payments may result in services being paused until payment is received.
4. Monthly Progress Meetings
Where ongoing work is agreed, both parties will:
- Review progress at least monthly (in person or virtually).
- Discuss ongoing work, results, and priorities.
- Share feedback and plan upcoming activities.
- Document key decisions and agreed actions.
5. Changes to Services
Either party may propose changes to the agreed services.
- All changes must be agreed in writing.
- Additional services may incur additional fees.
6. Problems and Disputes
If an issue arises:
- Both parties will discuss it promptly.
- We will work together in good faith to resolve it.
- Mediation will be considered before any legal action.
- The courts of England and Wales will handle any legal matters.
7. Liability
SME maintains appropriate professional insurance.- In the event of gross negligence, our total liability is limited to the total fees paid for the specific service in question.
- Neither party is liable for indirect or consequential losses
- We are not responsible for changes, suspensions, outages, or restrictions in third-party platforms or software.
- We will follow best practices and work to high standards, but we cannot control third-party platforms, providers, or unpredictable events.
Platform Risk Schedule – Typical Risks by Service
- LinkedIn: Multiple logins may trigger suspensions.
- Google/Facebook Ads: Performance subject to policy/algorithm changes.
- SEO: Rankings may change; no guarantee.
- Email: Deliverability impacted by spam filters and servers.
- Hosting: Uptime/performance or hacks depend on the provider.
- Website builder platforms, like WordPress, Webflow, Duda, Wix and Squarespace or similar have apps or plugins provided by third parties, which may fail or break.
- AI Agents / Custom GPTs: May change if third-party APIs/tools are updated.
- Analytics - Google or other analytics platforms disconnecting or not showing data accurately.
8. Intellectual Property and Ownership of Work
You retain ownership of your pre-existing materials.
You own new materials created specifically for you once payment is made in full.
SME retains ownership of any pre-existing tools, prompts, methods, or content not paid for directly.
Third-party licences remain with their original owners.
10. Data Protection (GDPR)
We follow UK GDPR rules and process data only as agreed.
11. Using Your Work in our Portfolio
Unless otherwise agreed in writing, we may display non-confidential work we have produced for you in our portfolio, case studies, and marketing materials, as well as mentioning we have done business with you.
12. Ending the Agreement
Either party may end the agreement if the other materially breaches these Terms and no resolution is reached after reasonable consultation.
After the minimum term agreed, either party may end services with 30 days’ written notice.
Either party may end the agreement if the other becomes insolvent.
13. General Provisions (the boring legal stuff)
Entire Agreement
These Terms represent the entire understanding between SME and the client and override all prior discussions or agreements.
Force Majeure
Neither party is liable for delays or failures caused by events beyond their reasonable control.
Governing Law
These Terms are governed by the laws of England and Wales.
Notices
Notices must be sent in writing to the contact details agreed with the client.
Severability
If any part of these Terms is unenforceable, the rest remains in effect.
Assignment
Neither party may transfer its rights or obligations without written consent.
Waiver
Neither party may transfer its rights or obligations without written consent.
