Company: Behind The Brand Ltd
Company Number: 13518873
Trading as: Behind The Brand®
Email: [email protected]
Website: behindthebrand.co.uk

Effective Date: 01.07.2021
Last Updated: 7 September 2026

These Terms apply to new services, instructions and orders accepted on or after the Effective Date.

For existing ongoing engagements, any material amendment will apply subject to the terms already agreed between the parties and any notice required under these Terms or applicable law. Nothing in a later version of these Terms retrospectively changes the contractual terms governing work already completed unless expressly agreed by both parties.

From this version onwards, Behind The Brand Ltd intends to maintain version-controlled Terms of Service.

1. DEFINITIONS

In these Terms:

“Behind The Brand”, “BTB”, “we”, “us” or “our” means Behind The Brand Ltd trading as Behind The Brand®.

“Client”, “you” or “your” means the individual, company, partnership, organisation or other person purchasing, commissioning or using our services.

“Business Client” means a Client acting wholly or mainly for purposes relating to their trade, business, craft or profession.

“Consumer” means an individual acting wholly or mainly outside their trade, business, craft or profession.

“Services” means any service supplied by Behind The Brand, including services described in proposals, quotations, contracts, invoices, email correspondence, order confirmations or other written communications.

“Deliverables” means work produced by Behind The Brand as part of the agreed Services.

“Project” means a defined piece of work commissioned by a Client.

“Third-Party Services” means software, hosting platforms, plugins, social networks, advertising platforms, analytics platforms, AI systems, payment processors or other services provided by third parties.

“Written” or “in writing” includes email and other electronic communications where the sender and content can reasonably be identified.

2. ACCEPTANCE AND FORMATION OF THE CONTRACT

These Terms form part of the contractual relationship between Behind The Brand and the Client where they have been supplied, referenced or made reasonably available to the Client before or when a Service is ordered.

A Client may accept a contract with Behind The Brand by, among other things:

• signing a contract, proposal or statement of work;
• accepting a quotation or proposal in writing;
• confirming an instruction by email;
• paying a deposit, booking fee or invoice;
• instructing Behind The Brand to commence work after being provided with or directed to these Terms; or
• otherwise expressly accepting the Services and applicable terms.

Where Services are provided on an ongoing basis, continued use of those Services following an agreed renewal or continuation may constitute acceptance of the terms applicable to that renewed or continued service, subject to applicable law.

The absence of a separately signed document does not necessarily mean that no contract exists where the parties have otherwise agreed the essential terms of the Service through correspondence, payment, conduct or another legally recognised method.

3. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE

The scope of a particular engagement may be defined by several documents or communications.

Unless expressly agreed otherwise, if there is an inconsistency, the following order of precedence applies:

1. a bespoke written contract expressly agreed between Behind The Brand and the Client;
2. a signed Statement of Work or proposal;
3. an accepted quotation or order confirmation;
4. specific written instructions agreed between the parties;
5. these Terms of Service.

A specific written agreement may vary these Terms only to the extent that the variation is clearly identified.

A change to one part of a project does not automatically alter the remainder of the agreement.

4. OUR SERVICES

Behind The Brand provides professional services which may include:

• Digital Marketing Strategy and Implementation;
• Brand Strategy and Brand Development;
• Website Design and Development;
• Website Hosting;
• Website Maintenance;
• Technical Website Support;
• SEO and Search Visibility Services;
• Analytics and Conversion Tracking;
• Online Presence Management;
• Research and Analysis;
• Artificial Intelligence Strategy and Implementation;
• Digital Transformation;
• Media and Content Creation;
• Photography and Video Production;
• Copywriting;
• Social Media Strategy and Management;
• PPC and Social Media Advertising;
• Online Reputation Management;
• Digital Investigations;
• Business Strategy;
• Marketing Consultancy;
• 1:1 Consultations;
• Workshops and Training;
• Coaching and advisory services;
• Digital products;
• printed and physical marketing products; and
• other services agreed in writing.

The precise scope of an engagement is limited to the work expressly included in the relevant proposal, contract, quotation, invoice, order confirmation or other written agreement.

Anything not expressly included should not be assumed to form part of the Service.

5. CLIENT RESPONSIBILITIES

The Client must cooperate reasonably with Behind The Brand and provide information, materials, instructions, access and approvals necessary for us to perform the Services.

The Client agrees to:

• provide accurate and complete information;
• respond within a reasonable timeframe;
• provide requested access to websites, accounts and systems;
• maintain appropriate permissions for any systems that Behind The Brand is contracted to administer;
• ensure that supplied content can lawfully be used;
• obtain necessary permissions, licences and consents;
• check and approve factual information before publication;
• comply with applicable laws and regulations;
• keep its own business-critical records and copies;
• maintain secure passwords and reasonable account security;
• notify us promptly of suspected security incidents;
• inform us of material changes made to systems that we manage or maintain; and
• inform us where another developer, agency or third party is given access to systems within our scope.

The Client remains responsible for commercial and management decisions made on the basis of our advice.

6. CLIENT DELAYS AND FAILURE TO COOPERATE

Behind The Brand is not responsible for delays caused by:

• failure to provide information;
• delayed approvals;
• missing content;
• missing credentials;
• restricted system access;
• third-party delays;
• Client changes;
• failure to respond; or
• circumstances otherwise outside our reasonable control.

Project timelines will automatically move by a reasonable amount where Client delays prevent work from continuing.

If a Client prevents Behind The Brand from performing an agreed task by removing access, permissions, credentials or necessary cooperation, Behind The Brand’s obligation to perform the affected task is suspended for the period during which performance is prevented.

Such suspension does not automatically amount to breach of contract by Behind The Brand.

7. PROJECT SCOPE AND CHANGE CONTROL

Only work within the agreed scope is included in the quoted or contracted fee.

Examples of additional work may include:

• additional pages;
• additional designs;
• new functionality;
• new integrations;
• additional revisions;
• troubleshooting;
• recovery work;
• investigation;
• redesign;
• changes requested after approval;
• corrective work following Client or third-party changes;
• migration work;
• additional meetings;
• additional training;
• additional content;
• additional reporting;
• emergency work; and
• work resulting from changed requirements.

Behind The Brand may issue an additional quotation, estimate or hourly-rate charge for work outside scope.

A Client is not entitled to unlimited revisions, support or development unless this is expressly stated in the relevant agreement.

8. ADDITIONAL WORK AND TECHNICAL INTERVENTIONS

Additional work outside the agreed scope is separately chargeable.

This includes, without limitation:

• technical investigation;
• troubleshooting;
• website recovery;
• restoring backups;
• diagnosing plugin or theme conflicts;
• correcting problems following third-party intervention;
• resolving hosting conflicts;
• fixing broken integrations;
• investigating tracking problems;
• repairing forms;
• recovering compromised websites;
• resolving DNS or SSL issues outside the agreed hosting scope;
• emergency technical assistance; and
• development requested after project completion.

Fees for additional work will normally be agreed before the work begins.

For Business Clients, where the exact price has not previously been fixed, work expressly authorised by the Client may be charged at the applicable agreed, published or reasonable commercial rate.

Nothing in this clause overrides any statutory requirement for express consent to additional payments applicable to Consumers.

9. URGENT AND EMERGENCY WORK

A Client may ask Behind The Brand to act urgently where a website, account, campaign, system or other digital asset has failed or is at immediate risk.

An instruction such as:

• “please fix this”;
• “restore the website”;
• “please investigate”;
• “please deal with this urgently”;
• “get the website back online”; or
• another reasonably equivalent written instruction

may constitute authorisation to investigate or commence urgent work where the Client has been informed that the work falls outside its existing service scope.

Where reasonably possible, a price or estimate will be provided first.

Where circumstances make it impractical to establish the full extent of the work before investigation, Behind The Brand may first undertake reasonable diagnostic work necessary to determine the problem, provided this has been authorised.

For Business Clients, authorised urgent work for which no fixed price has been agreed may be charged at a reasonable commercial rate.

If a quotation is subsequently issued for further remedial work, no additional work beyond the authorised diagnostic or emergency intervention will proceed without approval.

10. WEBSITE DEVELOPMENT

Website development includes only the functionality and deliverables expressly stated in the applicable project agreement.

Changes requested after approval may constitute additional work.

The Client is responsible for reviewing development work and notifying Behind The Brand of errors or omissions.

Unless otherwise agreed, Business Clients should report apparent defects within a reasonable period following delivery.

Completion of a website project does not create an indefinite obligation for Behind The Brand to maintain, update, repair or develop the website without a separate maintenance agreement.

11. WEBSITE HOSTING

Where Behind The Brand supplies website hosting, the hosting package includes only those services expressly specified in the relevant plan or written agreement.

Hosting does not automatically include:

• unlimited website development;
• unlimited troubleshooting;
• unlimited technical support;
• SEO;
• analytics management;
• redesign;
• content updates;
• recovery following Client changes;
• recovery following third-party changes;
• support for third-party software;
• custom development; or
• forensic investigation.

Unless expressly agreed otherwise, website hosting and website development are separate services.

12. SHARED AND AGENCY HOSTING ENVIRONMENTS

Behind The Brand may host websites within shared, reseller, managed or agency infrastructure containing systems or websites belonging to multiple clients.

Where this applies, the Client is not entitled to:

• server-wide credentials;
• root access;
• reseller access;
• agency-level cPanel access;
• credentials exposing other Client accounts; or
• access which could compromise the privacy, security or systems of another Client.

Where a Client wishes to migrate, Behind The Brand may instead provide:

• a website-specific migration package;
• database files;
• website files;
• appropriate site-level credentials; or
• another technically appropriate transfer method.

The exact transfer method will depend on the infrastructure involved.

13. WEBSITE MAINTENANCE AND REQUIRED ACCESS

Where maintenance forms part of a Service, Behind The Brand must retain the level of access reasonably required to perform that maintenance.

This may include Administrator access to WordPress or appropriate access to:

• hosting;
• DNS;
• domain management;
• analytics;
• Google services;
• plugins;
• themes;
• security tools;
• email systems; and
• third-party integrations.

If the Client or another person removes, downgrades, restricts or changes Behind The Brand’s access, the Client acknowledges that affected maintenance obligations cannot reasonably be performed.

During such a period:

• the affected obligations are suspended;
• Behind The Brand is not responsible for tasks that could not be performed because access was unavailable; and
• restoring access or assessing changes may itself require additional work.

Removing administrative access does not necessarily terminate hosting, but it may materially limit or prevent website administration and maintenance.

14. CLIENT AND THIRD-PARTY WEBSITE CHANGES

Clients remain free to change their own websites and to appoint other developers or providers.

However, if changes are made outside Behind The Brand’s control, Behind The Brand cannot guarantee the continued integrity of previous work.

This includes changes to:

• WordPress;
• Elementor or another page builder;
• themes;
• plugins;
• code;
• PHP;
• databases;
• forms;
• integrations;
• tracking;
• redirects;
• URLs;
• website architecture;
• server files;
• .htaccess;
• robots.txt;
• XML sitemaps;
• DNS;
• SSL;
• hosting configuration;
• email configuration;
• analytics;
• Tag Manager;
• Search Console;
• SEO plugins; or
• security software.

Behind The Brand is not responsible for faults, incompatibilities, data gaps, security weaknesses or loss of functionality caused by changes made by the Client or a third party outside our control.

If we are subsequently asked to investigate, restore or correct the website, that work may constitute an additional chargeable service.

The fact that a website continues to operate for a period after a change does not establish that the change cannot subsequently contribute to a conflict or failure, and Behind The Brand will not attribute technical causation without sufficient evidence.

15. PLUGINS, SOFTWARE AND AGENCY LICENCES

Behind The Brand may use commercial software, plugins, subscriptions or licences while providing Services.

Some may be:

• owned by the Client;
• purchased specifically for a Client;
• licensed by Behind The Brand;
• licensed at agency level; or
• included temporarily as part of an ongoing service.

Unless expressly transferred in writing, an agency licence remains the property of Behind The Brand or the relevant third-party provider.

If hosting, maintenance or another service ends, the Client may need to purchase its own licences to continue receiving:

• updates;
• premium functionality;
• security updates;
• support; or
• access to licensed features.

Behind The Brand does not guarantee that an agency licence will remain active after termination or migration.

The Client must not copy, transfer or reuse Behind The Brand’s agency licence keys without permission.

16. THIRD-PARTY SERVICES AND PROVIDERS

Behind The Brand relies on third-party platforms and services.

These may include:

• WordPress;
• Elementor;
• Google;
• Meta;
• LinkedIn;
• Microsoft;
• hosting providers;
• domain providers;
• email providers;
• payment processors;
• analytics platforms;
• advertising platforms;
• CRM providers;
• scheduling systems;
• AI providers;
• plugins; and
• SaaS products.

Behind The Brand does not control those providers.

We are therefore not responsible for third-party:

• downtime;
• policy changes;
• account suspension;
• algorithm changes;
• API changes;
• discontinued functionality;
• security incidents;
• price changes;
• platform errors;
• loss of integrations; or
• decisions to restrict or terminate a service.

Where reasonably possible, we will assist the Client in dealing with such issues, but this work may be separately chargeable if outside the agreed scope.

17. DOMAIN NAMES, DNS AND SSL

Unless domain management is expressly included in our Service, the Client remains responsible for:

• domain ownership;
• renewal;
• registrar details;
• payment of registrar fees; and
• maintaining correct ownership information.

Where Behind The Brand manages DNS or SSL, the Client must inform us before making changes or authorising another party to make changes.

Changes to DNS, nameservers, domain routing, SSL configuration or hosting can affect:

• website availability;
• email;
• SSL;
• analytics;
• integrations; and
• other digital services.

Behind The Brand is not responsible for disruption caused by unauthorised or third-party DNS or domain changes outside our control.

18. BACKUPS AND DISASTER RECOVERY

Where backups are included in a hosting or maintenance package, they are maintained primarily for disaster-recovery purposes.

A backup service does not constitute a permanent archive or guarantee that every historical version of a website will remain available indefinitely.

Backup:

• frequency;
• number of restore points;
• retention;
• storage location; and
• availability

may depend on the hosting provider, infrastructure and service package.

Clients should maintain their own independent copies of any website version or data they consider business-critical.

A backup may reflect the state of the website at the time it was created and may not include later changes.

Behind The Brand will not knowingly restore an older backup where doing so would create an unreasonable risk of data loss without considering available information and, where practical, consulting the Client.

Restoring a backup may be separately chargeable where restoration falls outside normal hosting maintenance or was required because of Client or third-party activity.

19. WEBSITE SECURITY

Behind The Brand takes reasonable technical and organisational measures appropriate to the Services being provided.

However, no website, hosting platform or internet-connected system can be guaranteed to be completely secure.

Behind The Brand does not warrant that a website will never experience:

• malware;
• hacking;
• vulnerabilities;
• credential compromise;
• spam;
• software conflicts;
• zero-day vulnerabilities;
• brute-force attempts;
• malicious traffic; or
• third-party security incidents.

The Client is responsible for maintaining reasonable security practices, including secure passwords and appropriate control of administrator accounts.

If Behind The Brand reasonably believes a website presents an immediate security risk to infrastructure, another Client or the public, we may temporarily restrict or suspend the affected service where reasonably necessary to contain the risk.

We will notify the affected Client as soon as reasonably practicable.

20. WEBSITE MIGRATION AND TERMINATION OF HOSTING

Where a Client moves its website to another hosting provider, responsibility for the new live environment transfers to the Client or its new provider once the migration is completed or control is handed over.

Behind The Brand is not responsible for:

• configuration on the new hosting;
• functionality changed after migration;
• new DNS configuration;
• third-party migration errors;
• changes introduced by the new provider; or
• differences between the retained copy and the new live website.

Migration assistance is a separate service unless expressly included.

21. RETAINED WEBSITE COPIES AFTER MIGRATION

If a Client migrates a website to another provider but asks Behind The Brand to retain an existing copy until an agreed date, that copy is retained for storage or recovery purposes only.

Unless expressly agreed otherwise, the retained copy:

• will not be synchronised with the new website;
• will not receive new content from the new website;
• will not be treated as the production website;
• will not be continually monitored;
• will not be actively maintained;
• will not automatically receive development changes; and
• is not a substitute for a Client’s own migration backup.

Responsibility for the live migrated website lies with the Client and/or the Client’s new provider.

22. DATA RETENTION AFTER TERMINATION

When hosting or another technical service ends, the Client is responsible for ensuring it possesses all data and files it requires.

Unless a different period has been agreed, Behind The Brand may retain a technical website backup for up to 30 days after termination to facilitate reasonable recovery or administrative closure.

After that period, website data hosted by Behind The Brand may be permanently deleted without further obligation to maintain it.

Where reasonably practicable, Behind The Brand may send a final notice before permanent deletion.

This does not prevent Behind The Brand from retaining records for longer where reasonably necessary for:

• accounting;
• taxation;
• regulatory compliance;
• insurance;
• contractual records;
• dispute resolution; or
• the establishment, exercise or defence of legal claims,

provided retention complies with applicable data protection law.

23. SEO SERVICES

SEO involves factors outside Behind The Brand’s control.

We do not guarantee:

• a particular Google ranking;
• first-page results;
• a particular level of traffic;
• a specific number of enquiries;
• continued ranking positions;
• a specific Domain Authority score;
• indexing of every URL; or
• a particular commercial result.

Search engines may change algorithms, policies and indexing systems without notice.

Rankings may fluctuate.

SEO performance can also be affected by:

• Client changes;
• new competitors;
• technical changes;
• content removal;
• website migration;
• URL changes;
• changes to structured data;
• removal of tracking or SEO code;
• third-party activity; and
• search-engine updates.

Behind The Brand is not responsible for SEO consequences resulting from changes made without our knowledge or control.

24. ANALYTICS, TRACKING AND CONVERSION DATA

Where Behind The Brand implements analytics, tracking or conversion systems, the Client must preserve relevant accounts, credentials, identifiers and code where ongoing continuity is required.

This may include:

• Google Analytics;
• Google Tag Manager;
• Google Search Console;
• Meta Pixel;
• Microsoft Clarity;
• advertising conversion tags;
• CRM tracking; and
• other analytics systems.

Behind The Brand cannot guarantee continuity of historical data if the Client or a third party:

• deletes an account;
• deletes a property;
• replaces a tracking ID;
• removes tracking code;
• removes a Tag Manager container;
• disconnects an integration;
• changes consent configuration;
• replaces the website;
• changes URLs; or
• creates an unrelated new property.

A disconnected WordPress plugin does not necessarily establish that an underlying analytics account has been deleted, and Behind The Brand will distinguish between plugin connectivity and underlying account availability where technically possible.

Investigation or reconstruction of analytics following third-party changes may be separately chargeable.

25. ADVERTISING SERVICES

Advertising results are affected by factors outside our control.

Behind The Brand does not guarantee:

• advertising approval;
• impressions;
• clicks;
• conversions;
• sales;
• leads;
• cost per acquisition;
• return on advertising spend;
• account continuity; or
• continued availability of a particular advertising feature.

Unless expressly included, advertising spend is separate from Behind The Brand’s professional fees.

The Client remains responsible for advertising budgets and third-party platform charges.

Advertising platforms may suspend, reject or restrict campaigns or accounts.

Behind The Brand is not responsible for independent platform decisions where we have acted with reasonable care and skill.

26. SOCIAL MEDIA AND ONLINE PLATFORMS

Behind The Brand cannot guarantee the performance, reach, availability or continued functionality of third-party social networks.

Algorithms, features and platform policies may change without notice.

The Client remains responsible for final business decisions regarding published content unless Behind The Brand has expressly been delegated publication authority.

27. CLIENT APPROVALS

Where Behind The Brand sends content, designs, advertisements, websites or other materials for approval, the Client is responsible for checking:

• factual accuracy;
• spelling of names;
• prices;
• addresses;
• contact details;
• legal claims;
• qualifications;
• promotional claims;
• dates; and
• other business-specific information.

Approval authorises Behind The Brand to proceed on the basis of the approved material.

Changes requested after approval may be chargeable.

28. PROFESSIONAL ADVICE AND CONSULTATIONS

Behind The Brand provides marketing, business, digital strategy, training, coaching and consultancy services.

Unless explicitly stated otherwise in a separate regulated engagement, our services do not constitute:

• legal advice;
• regulated financial advice;
• medical advice;
• mental-health treatment;
• psychotherapy;
• clinical diagnosis; or
• another regulated professional service.

Clients remain responsible for obtaining appropriately qualified professional advice where required.

No particular financial, commercial, personal or business outcome is guaranteed.

29. RESEARCH, DIGITAL INVESTIGATIONS AND INFORMATION

Research and digital-investigation work is based on information available at the time the work is performed.

Online information may be:

• incomplete;
• inaccurate;
• outdated;
• removed;
• misleading; or
• subsequently changed.

Behind The Brand will use reasonable care but cannot guarantee the absolute completeness of external information.

Unless expressly commissioned as a specialist forensic engagement, our digital investigations should not be treated as forensic evidence, legal conclusions or expert-witness opinion.

30. ARTIFICIAL INTELLIGENCE AND AUTOMATION

Behind The Brand may use appropriate digital, automation and artificial-intelligence tools as part of its professional workflow.

AI-assisted outputs may require professional review and should not be assumed to be infallible.

Behind The Brand remains responsible for exercising reasonable care and skill in the professional Service it provides, but does not warrant the uninterrupted availability or accuracy of third-party AI platforms.

Clients must not assume that automatically generated content constitutes legal, medical, financial or other regulated professional advice.

Confidential or personal information will be handled in accordance with our data-protection obligations and applicable agreements.

31. PHOTOGRAPHY, VIDEO AND MEDIA PRODUCTION

For photography, filming and media-production services:

• the agreed date is reserved after the applicable booking requirements are satisfied;
• the Client must obtain necessary location and participant permissions unless otherwise agreed;
• weather, venue restrictions, illness, travel disruption and other circumstances may require rescheduling;
• raw photographs, RAW files, unedited footage, project files and working files are not included unless expressly agreed;
• Behind The Brand retains creative discretion consistent with the agreed brief;
• additional editing or revisions may be chargeable; and
• storage of original files is not guaranteed indefinitely after final delivery.

Specific shoot terms contained in a quotation or booking confirmation take precedence where relevant.

32. FEES

Fees are determined by the relevant:

• proposal;
• quotation;
• contract;
• retainer;
• invoice;
• hourly rate;
• booking confirmation; or
• written agreement.

Unless expressly stated otherwise:

• fees exclude third-party costs;
• advertising spend is separate;
• travel or production costs may be additional;
• software purchases may be additional; and
• VAT will be applied where legally applicable.

The Client is responsible for bank, currency-conversion and transaction charges imposed by its own payment provider.

33. INVOICES AND PAYMENT

Invoices are payable by the due date shown on the invoice.

Where no due date has been separately agreed or shown, payment is due within 30 days unless applicable law provides otherwise.

The Client must not assume that a payment deadline has been extended merely because an invoice is being discussed.

Any extension must be agreed in writing.

A Client disputing an invoice should notify Behind The Brand promptly, identifying:

• the invoice;
• the amount disputed;
• the specific reason for the dispute; and
• any supporting information.

For Business Clients, any undisputed amount remains payable by the applicable due date.

34. LATE PAYMENT – BUSINESS CLIENTS

For qualifying Business-to-Business transactions, Behind The Brand reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998, including rights relating to:

• statutory interest;
• fixed debt-recovery compensation; and
• reasonable recovery costs,

where legally applicable.

Where the parties have instead expressly agreed a valid contractual interest provision, that provision may apply instead of statutory interest as provided by law.

Behind The Brand will not recover duplicate interest for the same period under inconsistent contractual and statutory regimes.

35. SUSPENSION FOR NON-PAYMENT

Where an undisputed invoice remains unpaid after its due date, Behind The Brand may issue written notice requiring payment.

If payment remains outstanding after the period stated in that notice, Behind The Brand may suspend the affected Service until payment is received.

This may include suspension of:

• maintenance;
• development;
• technical support;
• campaign management;
• ongoing marketing activity; or
• hosting,

where suspension is proportionate and permitted by law.

Suspension does not cancel an existing debt.

Behind The Brand will not ordinarily permanently delete a website immediately upon a payment becoming overdue. Website deletion is governed separately by termination and retention provisions.

This clause does not limit any legal rights available to Consumers.

36. DEPOSITS AND BOOKING FEES

A deposit or booking fee may be required to reserve:

• photography;
• filming;
• consultations;
• workshops;
• production dates; or
• project capacity.

The applicable amount and payment schedule will be specified when booking.

For Business Clients, a booking fee may be non-refundable where this is stated before booking and is reasonable in the circumstances.

For Consumers, any booking, cancellation or deposit provision is subject to statutory rights and applicable consumer law.

37. CONSUMER CANCELLATION RIGHTS

Where a Client is a Consumer and enters into a qualifying distance or off-premises contract, statutory cancellation rights may apply.

A Consumer will normally have a 14-day cancellation period for qualifying service contracts beginning after the contract is entered into.

Where a Consumer expressly asks Behind The Brand to start providing a Service during the cancellation period, the Consumer may be required to pay a proportionate amount for Services supplied before cancellation, where permitted by law.

Where a Service has been fully performed during the cancellation period following the Consumer’s express request and acknowledgement required by law, the statutory right to cancel may cease.

Different rules may apply to:

• bespoke goods;
• personalised products;
• digital content;
• dated leisure services; and
• other legally exempt services.

Nothing in these Terms removes or restricts statutory Consumer rights.

38. CANCELLATION AND RESCHEDULING

Project-specific cancellation conditions may be set out in the relevant proposal or booking agreement.

Where no separate terms apply:

• cancellation must be communicated in writing;
• Behind The Brand may charge for work already properly performed;
• non-recoverable third-party costs incurred with authority remain payable;
• booked production capacity may be subject to a reasonable cancellation charge where agreed in advance; and
• rescheduling is subject to availability.

Consumers retain all applicable statutory rights.

39. INTELLECTUAL PROPERTY

Unless expressly agreed otherwise in writing, copyright and other intellectual-property rights created by Behind The Brand remain with Behind The Brand.

Following full payment, the Client receives the licence or rights expressly stated in the applicable project agreement.

Where no specific licence has been stated, the Client receives a perpetual, worldwide licence to use final paid Deliverables for their intended business purpose.

This does not automatically transfer:

• source files;
• unused concepts;
• RAW files;
• working files;
• proprietary methods;
• templates;
• internal systems;
• software licences;
• code libraries;
• know-how; or
• pre-existing Behind The Brand intellectual property.

An assignment of copyright must be expressly agreed in writing.

40. THIRD-PARTY INTELLECTUAL PROPERTY

Deliverables may contain third-party materials such as:

• stock photography;
• fonts;
• plugins;
• software;
• music;
• video;
• templates;
• libraries; or
• licensed assets.

Such materials remain subject to their own licence terms.

The Client receives no greater rights to third-party material than Behind The Brand is legally able to provide.

41. CLIENT MATERIALS

The Client warrants that it has the right to supply and authorise the use of materials it provides to Behind The Brand.

The Client is responsible for claims arising from Client-supplied material that infringes another person’s rights, except to the extent caused by Behind The Brand’s own unauthorised use.

42. PORTFOLIO AND PROMOTIONAL USE

Unless confidentiality, NDA or another written agreement provides otherwise, Behind The Brand may identify publicly launched work as part of its professional portfolio.

Where appropriate, this may include:

• Client name;
• logo;
• screenshots;
• publicly available campaign assets;
• completed designs;
• project description; and
• non-confidential results.

Confidential, private or pre-release information will not knowingly be published contrary to an applicable confidentiality obligation.

If a Client requires full portfolio exclusivity or a prohibition on otherwise legitimate portfolio use, this should be agreed before work begins and may affect the quoted fee.

43. CONFIDENTIALITY

Each party will take reasonable steps to protect confidential information received from the other party.

Confidential information does not include information that:

• is already public;
• becomes public without breach;
• was lawfully known before disclosure;
• is lawfully received from another source; or
• must be disclosed by law.

Behind The Brand may disclose necessary confidential information to employees, contractors or professional advisers who need it to provide the Services and are subject to appropriate confidentiality obligations.

44. SUBCONTRACTORS AND TEAM MEMBERS

Behind The Brand may use appropriately selected:

• employees;
• freelancers;
• developers;
• photographers;
• designers;
• consultants;
• contractors; or
• specialist suppliers

to help provide the Services.

Behind The Brand remains responsible for managing the contracted Service, subject to the terms of the relevant engagement.

The Client agrees that necessary information and system access may be provided to such persons where reasonably required to perform the Services and consistent with data-protection obligations.

45. PERSONAL DATA AND DATA PROTECTION

Behind The Brand processes personal data in accordance with applicable UK data-protection law.

Please also review our:

• Privacy Policy;
• Cookie Policy; and
• GDPR information.

Where Behind The Brand processes personal data on behalf of a Client as a processor, the parties will comply with applicable UK GDPR requirements and any required data-processing terms.

No internet transmission or online system can be guaranteed completely secure.

46. SERVICE STANDARDS

Behind The Brand will perform contracted Services with reasonable care and skill.

We do not guarantee perfection, uninterrupted third-party services or outcomes outside our reasonable control.

If the Client believes a Service has not been performed in accordance with the agreed scope, the Client should notify us promptly and provide sufficient information to investigate.

Where appropriate, Behind The Brand may first be given a reasonable opportunity to correct a remediable problem.

Nothing in this clause restricts statutory rights which cannot lawfully be excluded.

47. LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

In particular, nothing excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded.

Subject to the above, for Business Clients, Behind The Brand will not be liable for indirect or consequential losses, including loss of:

• profit;
• revenue;
• opportunity;
• anticipated savings;
• goodwill; or
• business,

to the extent permitted by law.

Behind The Brand is not responsible for losses caused by matters outside its reasonable control, including Client or third-party changes, platform failures or unauthorised interference.

For Business Clients, Behind The Brand’s aggregate liability arising from the relevant Service will, to the extent legally enforceable and reasonable in the circumstances, be limited to the fees paid to Behind The Brand for the relevant Service during the 12 months preceding the event giving rise to the claim.

This clause does not restrict mandatory Consumer rights.

48. INDEMNITY – BUSINESS CLIENTS

To the extent permitted by law, a Business Client will indemnify Behind The Brand against third-party claims, losses and reasonable costs arising directly from:

• Client-supplied unlawful or infringing material;
• the Client’s unlawful use of Deliverables;
• the Client’s material breach of these Terms; or
• instructions requiring Behind The Brand to use material for which the Client does not hold necessary rights.

This indemnity does not apply to the extent that a claim was caused by Behind The Brand’s own breach, negligence or unlawful conduct.

49. NO GUARANTEE OF COMMERCIAL RESULTS

Marketing, branding, consultancy, SEO, advertising and business-development activities involve commercial uncertainty.

Behind The Brand does not guarantee:

• increased revenue;
• business growth;
• sales;
• funding;
• investor interest;
• rankings;
• leads;
• audience growth;
• profitability; or
• another particular commercial result.

This does not affect our obligation to perform agreed Services with reasonable care and skill.

50. FORCE MAJEURE

Neither party will be liable for delay or failure caused by events beyond reasonable control, including:

• natural disasters;
• fire;
• flood;
• war;
• civil unrest;
• terrorism;
• epidemic or pandemic;
• government restrictions;
• widespread internet failure;
• major platform outages;
• utility failures;
• transport disruption; or
• comparable events.

The affected party should notify the other where reasonably practicable.

Payment obligations for Services already properly supplied are not cancelled solely because a later force-majeure event occurs.

51. TERMINATION

A Service may end:

• when the agreed work is completed;
• at the end of a fixed contractual period;
• in accordance with an agreed notice provision;
• by mutual written agreement;
• following a material breach that is not remedied within a reasonable period after notice; or
• immediately where continued performance would be unlawful or create a serious security risk.

Where an ongoing Business-to-Business arrangement does not contain a different agreed notice period, either party may normally terminate it on 30 days’ written notice.

Fixed-term commitments remain subject to the specific terms agreed for that engagement.

Consumers retain any additional statutory termination and cancellation rights.

52. CONSEQUENCES OF TERMINATION

Termination does not affect rights or obligations accrued before termination.

Amounts properly due for:

• work already performed;
• authorised expenses;
• third-party costs; and
• other accrued charges

remain payable.

Following termination, Behind The Brand may cease:

• maintenance;
• monitoring;
• licences supplied as part of an ongoing service;
• technical support;
• campaign management; and
• access to agency systems.

The Client should arrange replacement services promptly where required.

53. COMPLAINTS AND DISPUTES

If a dispute arises, both parties should first attempt to resolve it through reasonable written communication.

A Client raising a complaint should identify:

• the Service concerned;
• the relevant date;
• the issue;
• the remedy requested; and
• supporting information.

Behind The Brand is not required to repeatedly respond to substantially identical questions after it has already provided a substantive answer, unless new material facts or a new legal or contractual issue arises.

Nothing in this provision prevents either party from pursuing a legitimate legal claim.

Where appropriate, the parties should consider mediation before commencing substantive litigation.

54. NOTICES

Formal notices relating to a contract may be sent to the most recent business email address provided by the other party unless a contract specifies another method.

A party must notify the other of changes to its relevant contact information.

55. GOVERNING LAW AND JURISDICTION

These Terms and any non-contractual disputes arising from them are governed by the laws of England and Wales.

For Business Clients, the courts of England and Wales will have exclusive jurisdiction unless expressly agreed otherwise.

Consumers retain any mandatory jurisdictional rights available under applicable law.

56. CHANGES TO THESE TERMS

Behind The Brand may amend these Terms periodically to reflect:

• changes in Services;
• changes in technology;
• regulatory requirements;
• security requirements;
• business practices; or
• changes in law.

New Terms apply immediately to new orders and Services entered into after the stated Effective Date.

Material changes will not retrospectively alter the agreed terms governing already completed work unless expressly agreed.

For ongoing Services, material changes will be communicated where reasonably required before they take effect.

Where a Client continues an ongoing Service after receiving appropriate notice of amended terms, continued use may constitute acceptance to the extent permitted by law.

If a Client does not accept a material change affecting an ongoing Service, the Client should notify Behind The Brand before the effective date so the parties can determine whether the Service should continue, terminate or operate under alternative agreed terms.

57. ENTIRE AGREEMENT

The applicable contract documents constitute the agreement between the parties relating to the particular Service and supersede earlier discussions concerning the same subject matter, except where a prior representation has been expressly incorporated.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

58. SEVERABILITY

If any provision of these Terms is found invalid, unlawful or unenforceable, the remaining provisions will continue in effect.

Where legally possible, an unenforceable provision should be interpreted or modified only to the minimum extent necessary to make it enforceable.

59. NO WAIVER

A failure or delay by Behind The Brand in exercising a contractual right does not automatically waive that right.

A waiver relating to one event does not constitute a waiver of future events unless expressly confirmed in writing.

60. ASSIGNMENT

A Client may not transfer a material contractual obligation to another party without Behind The Brand’s prior written consent, such consent not to be unreasonably withheld where appropriate.

Behind The Brand may use subcontractors or transfer administrative performance within its corporate structure where this does not materially reduce the Client’s contractual rights.

61. THIRD-PARTY RIGHTS

Except where expressly stated, a person who is not a party to the contract has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

62. CONTACT

Questions concerning these Terms should be directed to:

Behind The Brand Ltd
Trading as Behind The Brand®
Company Number: 13518873
Email: [email protected]
Website: behindthebrand.co.uk

© Behind The Brand Ltd. All rights reserved