Get in touch
Hillsgreen Terms & Conditions of Service
These Terms & Conditions apply to the provision of marketing and consultancy services by Hillsgreen Limited. By entering into a contract with Hillsgreen or instructing us to proceed with work, the Client agrees to be bound by these terms unless otherwise agreed in writing.
These Terms & Conditions are incorporated into all Sales Orders and Scopes of Work issued by Hillsgreen, forming part of the overall Contract between Hillsgreen and the Client.
1.1 Definitions:
Acceptance: the acceptance or deemed acceptance of the Website by Client pursuant to clause 5. Acceptance Tests: the tests to be carried out on the Website as set out in clause 5. Brand Guidelines: Client’s brand guidelines provided to Hillsgreen from time to time. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Change Order: a written document issued by Hillsgreen and approved by the Client that outlines any agreed modifications to the Services, Scope of Work, Charges, or delivery timeline. A Change Order may relate to the addition, removal, or alteration of services, and once agreed in writing shall form part of the Contract. Charges: the charges payable by Client for the supply of the Services by Hillsgreen, as set out in the Contract Details and further detailed in Schedule 1 or subsequent scope of work documents. Client Materials: all Client Materials, content, specifications and data supplied by Client to Hillsgreen for inclusion in Deliverables. Contract: the contract between Client and Hillsgreen for the supply of the Services in accordance with the Contract Details and these Terms & Conditions. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly. Phase: a defined stage of work, which may include but is not limited to strategic planning, campaign development, creative build, or performance optimisation. Scope of Work: the detailed description of Services to be delivered during the Term, which may be split into multiple Phases, including any further details confirmed in writing by Client during the Term. Scope Approval: any written confirmation by the Client that approves a Scope of Work, campaign plan, phase outline, or proposed change, including (but not limited to) confirmation by email, comment thread, document sign-off, or other written means. Scope Approvals may be incorporated into the Contract without further variation, as defined in clause 11.13.
Data Protection Legislation: (a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data. (b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data.
Day Rate: Hillsgreen’s daily fee rate for the supply of the Services as set out in the Contract Details. Deliverables: all documents and Client Materials developed by Hillsgreen or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation websites, software, content, imagery, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Hillsgreen IPRs: all pre-existing Intellectual Property Rights held by Hillsgreen for use in relation to Hillsgreen’s business or any or all of Hillsgreen’s customers generally and not specifically for the provision of the Services or Deliverables to Client, excluding any Client Materials incorporated in them. Monthly Retainer Rate: Hillsgreen’s monthly fee rate for the Supply of the Services as set out in the Contract Details. Non-Hillsgreen Defects: those defects described in clause 5. Overtime Rate: the percentage rate charged by Hillsgreen in accordance with the Contract Details and clause 8.4. Payment Terms: Hillsgreen’s invoice payment terms for the Charges as set out in the Contract Details. Services: the services, including without limitation any Deliverables, to be provided by Hillsgreen pursuant to the Contract, as described in the Contract Details and further detailed in Schedule 1 or subsequent scope of work documents.. Services Start Date: the day on which Hillsgreen is to start provision of the Services, as set out in the Contract Details. Terms & Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 11 (General) (inclusive). Third Party Products: Those third party software products set out in the Contract Details. Unsuitable Content: any material or content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party’s Intellectual Property Rights or that relates to terrorism or could comprise or be connected to child sexual abuse or exploitation. Visitor: a visitor to the Website. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly. Website: the website or websites at the URLs listed in the Contract Details. Website Software: the software for the Website set out in the Website Specification. Website Specification: the specification for the Website as set out in the Contract Details
1.2 Interpretation: (a) A reference to legislation or a legislative provision: (1) is a reference to it as amended, extended or re-enacted from time to time; and (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision. (b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. (c) A reference to writing or written includes email.
2.1 The Contract shall commence on the Services Start Date and unless terminated earlier in accordance with clause 10 (Termination) or this clause, the Contract shall either: (a) in the case of retained work, continue for a fixed initial period specified in the contract details (Initial Term) and automatically extends for (Extended Term) at the end of the Initial Term and at the end of each Extended Term. To terminate the Contract at the end of the Initial Term, written notice must be given not later than 60 days before the end of the Initial Term. To terminate the Contract during an Extended Term written notice must be given not later than 60 days prior to the proposed termination date; or (b) in the case of project work (including, without limitation, website design and development projects) terminate automatically once the Services provided in relation to that project are completed or, in the case of website design and development projects, upon Acceptance of the Website and payment of all outstanding sums unless the parties agree in writing to extend the term of the Contract.
2.2 By entering into the Contract, Client hereby engages and retains the services of Hillsgreen and affirms their intention to utilise the expertise and offerings of Hillsgreen, without conferring exclusivity, thereby acknowledging that Hillsgreen has the freedom to engage other clients (regardless of vertical) and provide its Services simultaneously during its term, should they so choose.
3.1 As soon as practicable following the Services Start Date, each party shall nominate a Representative (as set out in the Contract Details) who will have authority to act on its behalf and contractually bind it in respect of all matters relating to the performance of the Contract. The Representatives will co-ordinate and manage the Services and work with each other to address any problems that arise in connection with any of the Services.
3.2 Hillsgreen shall supply the Services to Client from the Services Start Date in accordance with the Contract.
3.3 Scope Flexibility & Budget Allocation: Where the Services include strategic planning followed by execution phases, the Contract may define a Phase 1 strategy stage followed by conditional Phases 2 and 3. Hillsgreen will provide a strategic plan during Phase 1 (Plan), which will be used to define the deliverables and prioritisation of subsequent services. The commencement of Phases 2 and 3 (Build and Perform) will be conditional upon the Client providing written Scope Approval of the campaign plan and recommended next steps. Scope Approval may be provided by email, ClickUp, document sign-off, or other written means agreed between the parties, and shall form part of the Contract. Any breakdown of Services or budget across strategy, channels, or deliverables included within this Contract or associated Scope Approval documents is indicative and provided for planning purposes only. Hillsgreen retains the right to propose reallocations of budget or delivery focus between service categories (e.g., Strategy, Paid Social, Paid Search, Creative) to best meet the agreed campaign objectives, provided that: The total contract value and overall Term are not exceeded; and Any proposed changes are submitted in writing to the Client and receive written approval (including via email, digital sign-off, or as part of the signed-off Phase 1 strategy document). Sign-off of the Phase 1 strategic plan shall constitute Client approval of the recommended delivery scope and budget allocations for Phases 2 and 3, unless further variations are proposed. The Client may not unilaterally request reallocations between service lines unless agreed in writing by Hillsgreen. Any material amendments to the planned scope (e.g., the removal or substitution of a core service) or any change that affects the Charges shall require a revised Scope Approval, which will include any updated costs, and will be deemed incorporated into the Contract once confirmed in writing. Hillsgreen’s services may be structured into Phases (e.g., Plan, Build, Perform) to ensure strategic alignment, efficient delivery, and optimal results. Where a phased approach is defined in the Scope of Work or Contract, the Phases must be delivered in the specified sequence. Each Phase is dependent on the completion and approval of the preceding Phase, and Hillsgreen shall not be required to commence any subsequent Phase unless the previous Phase has been completed and approved in writing. Any deviation from this sequence must be expressly agreed in writing by Hillsgreen. Where the Client engages Hillsgreen for the strategy phase only, any future delivery work shall be contracted separately and subject to a new Sales Order and Scope of Work. Approval of the strategy does not constitute a commitment to subsequent phases unless explicitly agreed in writing.
3.4 In supplying the Services, Hillsgreen shall: (a) perform the Services and provide any Deliverables with reasonable care and skill to the standard which is to be expected from a competent digital marketing agency; (b) comply with the Contract Details and Brand Guidelines when performing the Services and preparing and providing any Deliverables; (c) use reasonable endeavours to perform the Services in substantial accordance with the service description set out in the Contract Details; and (d) comply with all applicable laws, statutes, regulations and codes from time to time in force insofar as they relate to Hillsgreen’s provision of the Services with the objective of fulfilling the Services outlined in the Contract, in accordance with the Contract details and/or enhancing and optimising the rankings and prominence of the Website and prominence within the Search Engine Result Pages (SERPs), provided that Hillsgreen shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
3.5 Client shall pay Hillsgreen for any ad hoc projects performed at its request which are not included in the Contract Details at Hillsgreen’s at the Day Rate, or at any relevant rates in force at that time, such additional charges being payable monthly in advance unless the ad hoc project is for a duration three months or less, in which case such additional charges shall be payable in full in advance. Costs to be agreed with Client before undertaking any ad hoc projects.
3.6 Client acknowledges and agrees that Hillsgreen does not guarantee first position or consistent top ten positions for any particular keyword, phrase or search term as it is solely at the discretion of the search engines themselves to list a Website, and that by the nature of the Services Hillsgreen cannot guarantee their success or outcome.
3.7 Quality Assurance and Pre-Launch Testing. Hillsgreen shall undertake reasonable internal quality assurance (QA) checks as part of campaign and deliverable setup, which may include: (a) verification of tracking links and UTMs, (b) preview and validation of ad formats, (c) form testing, (d) URL and platform testing, (e) cross-platform functionality checks. Such QA activity is considered part of the Deliverables and will be included within setup time estimates or otherwise defined in the Scope of Work. The Client acknowledges that substantial changes after final QA or sign-off may require QA to be repeated, and Hillsgreen reserves the right to charge for this time through additional hours or a Change Order. While Hillsgreen will use reasonable care in performing QA, it shall not be held liable for undetected issues that: (a) do not materially affect campaign performance (e.g. minor typographical errors or visual inconsistencies), (b) are introduced or approved by the Client during the review or approval process, (c) or arise due to third-party platform limitations or rendering variations (e.g. colour shifts, formatting changes). Final responsibility for reviewing and approving all creative assets, including accuracy of text, design, branding, and compliance with brand guidelines, rests with the Client prior to launch.
3.8 Creative Amends Limitations. Unless explicitly stated otherwise in the Scope of Work, the Services include one (1) consolidated round of amendments covering all creative assets developed as part of a campaign or creative batch. This applies collectively to all formats delivered together (e.g., videos, statics, carousels, copy variations). Additional amendments beyond this single round shall either: (a) be deducted from the allocated hours under the Scope of Work; (b) or require written approval of additional Charges via a Change Order. Where amendments require re-uploading or reformatting content within third-party platforms (e.g., Meta Creative Hub), the Client acknowledges this may result in additional time and technical limitations (such as removal of platform features) and agrees that any such time impact shall be scoped accordingly.
3.9 Use of Artificial Intelligence. Hillsgreen uses artificial intelligence (AI) tools to support the delivery of Services where appropriate, including (but not limited to) tools such as OpenAl (e.g. ChatGPT), Grammarly, and Google Gemini for content generation, ideation, editing support, performance forecasting, and analysis. These tools are used as part of internal workflows to increase efficiency and enhance outcomes. Outputs generated via Al are reviewed and approved by Hillsgreen staff before inclusion in Deliverables. The Client acknowledges and agrees to such use of Al tools in the provision of the Services. Such tools may change from time to time without notice, provided their use complies with applicable law and aligns with the objectives of this Contract.
3.10 Client acknowledges and agrees that Hillsgreen does not guarantee the quality of any of leads and opportunities that may arise as a result of Hillsgreen’s provision of the Services to the Client. The Client also acknowledges that it bears the sole responsibility for converting any leads and opportunities into a sale or other monetary gain, and that Hillsgreen does not guarantee that any leads or opportunities arising from Hillsgreen’s provision of the Services will result in a sale or other monetary gain.
3.11 3.7 No Guarantee of Results (a) The Client acknowledges and agrees that Hillsgreen does not guarantee specific results, including but not limited to website traffic volumes, lead volumes, lead quality, sales, conversions, search engine rankings, social engagement metrics, or return on investment. (b) Hillsgreen will use reasonable care and skill in providing the Services in line with industry standards, but shall not be responsible for performance outcomes influenced by factors outside its control, including but not limited to Client’s internal sales process, market conditions, algorithm changes by third-party platforms, or actions by third parties. (c) References in the Contract to “reasonable endeavours” or similar shall not imply a warranty or assurance of specific outcomes, but shall mean that Hillsgreen will act diligently and professionally within the scope of the Services agreed. (d) Client remains solely responsible for any commercial decisions or outcomes arising from the implementation of recommendations or Deliverables provided by Hillsgreen.
3.12 Client acknowledges that Hillsgreen may alter the manner in which it provides the Services for business or technical reasons or to comply with any relevant legal requirement, provided that any such alteration does not alter the overall objective.
3.13 Client acknowledges that Hillsgreen has no control over the policies of search engines with respect to the type of websites and/or content that they accept or the way in which websites are ranked either now or in the future Hillsgreen will use reasonable endeavours to stay up to date with the latest Google updates and core ranking factors in accordance with best practice in the digital marketing industry. and Hillsgreen shall not be liable to Client for any such actions of search engines.
3.14 Hillsgreen is not responsible for changes made to the Website by: (a) parties other than Hillsgreen; or (b) Client in choosing to link to or obtain a link from a particular website without prior consultation with Hillsgreen, that adversely affect the search engine rankings of the Website.
3.15 Hillsgreen shall not be responsible for Client overwriting actions it has taken as part of the Services on the Website.
3.16 Hillsgreen shall promptly report to Client any material issues with the performance of the Services and/or Websites. Upon the reasonable request of Client, and subject to an agreement on costs between the parties, Hillsgreen shall use reasonable endeavours to correct any such material issues with the performance of the Services and/or Websites.
3.17 Before making any use whatsoever of any Deliverable, Hillsgreen shall, if Client requests in writing, deliver to Client proof copies so that Client may be able to examine whether the proof accurately represents and follows its final recommendations. In this instance, written confirmation and approval shall be provided by Client’s Representative before anything goes live.
3.18 Hillsgreen warrants, represents and undertakes that: (a) it shall perform the Services with reasonable skill and care; (b) the Deliverables will substantially conform to their description as set out in the Contract Details and in the case of its development of the Website, the Website will perform substantially in accordance with the Website Specification for a period of three months from Acceptance. If the Website does not so perform, Hillsgreen shall, for no additional charge, carry out any work necessary in order to ensure that the Website substantially complies with the Contract Details, but this warranty shall not apply to the extent that any failure of the Website to perform substantially with the Website Specification is caused by any Client Materials; (c) in providing the Services and Deliverables it will not use any techniques or commit any act or do anything that breaches any applicable laws, regulation or search engine rules which relate to the Services; (d) it will use personnel to provide the Services who are suitably skilled, trained and experienced; (e) it will ensure that the manner in which the Services are performed or provided does not adversely affect the name, reputation or business of Client; (f) it shall only access those areas of the Websites that are necessary for the purposes of performing its obligations under the Contract or any applicable Statement of Work and it shall not modify (or do anything that would have the effect of modifying) the content of the Websites except for as permitted herein; (g) the Deliverables will, in so far as they do not comprise Client Materials, be original works of authorship by Hillsgreen and the use or possession thereof by Client will not be subject or give rise to any claim for infringement of any Intellectual Property Rights of any third parties; (h) it shall include in the Deliverables only Client Materials and any other content that it has developed pursuant to Client’s instructions and terms of the Contract; and (i) all content (excluding Client Materials) that it develops for the Deliverables pursuant to the Contract or any applicable Statement of Work will not contain Unsuitable Content. Hillsgreen shall notify Client immediately if it becomes aware that any content in the Deliverables may be Unsuitable Content.
3.19 Hillsgreen does not warrant that Client’s use of the Services or the Website will be uninterrupted or error- free; or that they will be free from Vulnerabilities.
4.1 Client shall, solely for the purposes of Hillsgreen providing the Services: (a) co-operate with Hillsgreen in all matters relating to the Services; (b) provide, for Hillsgreen, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Client’s premises, office accommodation, data and other facilities as reasonably required by Hillsgreen or any of them insofar as it relates to Hillsgreen’s provision of the Services; (c) promptly provide, such information and approvals as Hillsgreen may reasonably require insofar as it relates to Hillsgreen’s provision of the Services, and ensure that any such information is accurate and complete in all material respects, including but not limited to any passwords and login details required to access Client’s Google Analytics, CRM, Social Business Manager or Ad accounts, and any social media accounts; and (d) provide administrative or back-end access to the Website for analysis of its content and structure; (e) provide permission for Hillsgreen to make changes to the Website for the purpose of optimisation and not make any change to the Website which may affect the Services and their results without informing Hillsgreen in writing prior to any such changes; (f) provide permission for Hillsgreen to communicate directly with any applicable third parties connected with the Website (for example, Client’s web designer) in order to provide the Services; (g) provide access to existing traffic statistics for the Website in order for analysis and tracking purposes; (h) add relevant tracking tags or content to the Website; and (i) otherwise update or adjust the content of the Website as is needed to enable HILLSGREEN to provide the Services.
4.2 If Hillsgreen’s performance of its obligations under the Contract is affected prevented or delayed by any act or omission of Client, its agents, subcontractors, consultants or employees, Hillsgreen shall: (a) not be liable for any costs, charges or losses sustained or incurred by Client that arise directly or indirectly from such prevention or delay; (b) be entitled to delay the Services Start Date; (c) be entitled to recover any additional costs, charges or losses Hillsgreen sustains or incurs that arise directly or indirectly from such prevention or delay.
4.3 Client warrants, represents and undertakes that: (a) It has full power and authority to enter into the Contract; and (b) any Client Materials provided to Hillsgreen in relation to the Services and to be included within any Deliverables are owned by Client or that it has received any and all necessary consents or permissions to use Client Materials in accordance with the terms of the Contract from the applicable owner(s).
5.1 Once Hillsgreen has completed the design and development of the Website in accordance with the Contract Details, Hillsgreen shall run the Acceptance Tests. The procedure set out in this clause 5 shall be repeated in respect of any further development works agreed by the parties, with a limit of up to three (3) repetitions.
5.2 The Acceptance Tests shall test compliance of the Website with the Website Specification. Acceptance of the Website shall occur when the Website has passed the Acceptance Tests. Hillsgreen shall notify Client when the tests have been passed and provide the results of the Acceptance Tests to Client in writing.
5.3 If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of Client, or by one of Client’s sub-contractors or agents for whom Hillsgreen has no responsibility (Non- Hillsgreen Defect), the Website shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Hillsgreen Defect. Hillsgreen shall provide assistance reasonably requested by Client in remedying any Non-Hillsgreen Defect by supplying additional services or products. Client shall pay Hillsgreen in full for all such additional services and products at Hillsgreen’s then current fees and prices.
5.4 Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events: (a) Client uses any part of the Website for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or (b) Client unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which Hillsgreen is ready to commence running such Acceptance Tests or retests.
5.5 Hillsgreen shall update the Website with Client Materials provided from time to time by Client, and where not included as part of the Services, Hillsgreen shall provide a separate fee quote. Client shall ensure that the Client Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
5.6 Hillsgreen shall include only Client Materials on the Website. Client acknowledges that Hillsgreen has no control over any content placed on the Website by Visitors and does not purport to monitor the content of the Website. Hillsgreen reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. Hillsgreen shall notify Client promptly if it becomes aware of any allegation that any content on the Website may be Inappropriate Content.
5.7 For the avoidance of doubt, Hillsgreen does not provide data protection, data privacy, terms and conditions, or other compliance and regulatory documentation or wording to populate the Website unless requested specifically by the Client, in which case Hillsgreen will instruct a third-party specialist to provide such services.
5.8 Client shall indemnify Hillsgreen against all damages, losses and expenses arising as a result of any action or claim that the Client Materials constitute Inappropriate Content.
5.9 The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such Third Party Products is included in the Charges payable under clause 8.
6.1 Each party shall comply with its respective obligations under the Data Protection Legislation.
6.2 To the extent Hillsgreen processes any Personal Data on behalf of the Client in connection with the Services, Hillsgreen shall: (a) act only on the written instructions of the Client (unless required by law to act without such instructions); (b) ensure that persons authorised to process Personal Data are under a duty of confidentiality; (c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk; (d) not transfer any Personal Data outside the UK unless the transfer is to a platform or sub-processor that provides appropriate safeguards in accordance with UK GDPR (such as standard contractual clauses, adequacy decisions, or other UK-approved mechanisms), and the Client has been informed of or approved the use of that platform; (e) assist the Client, where reasonably required, in responding to data subject rights requests or obligations under Articles 32 to 36 of the UK GDPR; (f) delete or return all Personal Data to the Client at the end of the contract unless required by law to retain it; and (g) maintain appropriate records to demonstrate compliance with this clause and allow for audits upon reasonable notice.
6.3 Where Hillsgreen accesses third-party platforms (such as Google Ads, Meta, LinkedIn, or analytics tools) on behalf of the Client, the Client acknowledges that such platforms may act as independent or joint controllers and Hillsgreen is not responsible for the platform’s compliance with UK GDPR or international data transfer arrangements. The Client further acknowledges that it is solely responsible for its own compliance with Data Protection Legislation, including (but not limited to) providing lawful grounds for processing, obtaining any necessary consents, operating compliant privacy notices, suitability and use of platforms for digital marketing and ensuring its use of Personal Data aligns with applicable law. Hillsgreen shall not be responsible for ensuring the Client’s compliance with such obligations.
6.4 If Hillsgreen is acting as a Processor on behalf of the Client, the parties shall enter into a separate Data Processing Agreement that meets the requirements of Article 28 of UK GDPR.
6.5 Each party confirms that it has in place adequate procedures to handle Personal Data lawfully and securely, and shall notify the other party without undue delay on becoming aware of a Personal Data breach relating to the Contract.
7.1 All Intellectual Property Rights in the Deliverables shall vest in and belong to Client absolutely, and Hillsgreen hereby assigns with full title guarantee and free from all encumbrances and rights of third parties all such Intellectual Property Rights in the Deliverables to Client. Hillsgreen shall execute all documents and take all actions necessary or reasonably requested by Client to document, obtain, maintain, perfect or assign its rights to the Deliverables.
7.2 Where Hillsgreen uses Al tools to assist with the creation of Deliverables, the parties acknowledge that copyright and ownership rights in such Al-generated content may not be clearly defined under current intellectual property law or may be subject to the terms of use of the Al platform. Hillsgreen will use best efforts to ensure that the content it delivers is original, fit for purpose, and legally usable, but cannot warrant that copyright or intellectual property rights subsist in Al-generated portions of Deliverables or that such rights vest solely in the Client or Hillsgreen.
7.3 Hillsgreen and its licensors shall retain ownership of all Hillsgreen IPRs. Client and its licensors shall retain ownership of all Intellectual Property Rights in Client Materials.
7.4 Hillsgreen grants Client, or shall procure the direct grant to Client of, a fully paid-up, worldwide, non- exclusive, royalty-free, licence to use Hillsgreen IPRs for the purpose of receiving and using the Services and the Deliverables in Client’s business during the term of the Contract.
7.5 Client grants Hillsgreen a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify Client Materials for the term of the Contract for the purpose of providing the Services to Client in accordance with the Contract.
7.6 To the extent that any Pre-Existing Work is incorporated into the Deliverables it shall remain the property of Hillsgreen. Hillsgreen hereby grants (and if the Pre-Existing Work shall include any third-party Client Materials, procure the grant from these third parties) to Client a non-exclusive, transferable, irrevocable, worldwide and perpetual licence to use such Pre-Existing Work as part of the Deliverables.
7.7 Client grants Hillsgreen a limited, non-exclusive, non-transferable, revocable and worldwide licence to access and use the: (a) Websites; (b) Client Materials; and (c) name, logo, company name and trademark of Client, solely to provide the Services to Client in accordance with the Contract and the Branding Guidelines during the Term and in accordance with clause 11.3(d).
7.8 Client will on Hillsgreen’s request provide evidence to Hillsgreen’s reasonable satisfaction. that the creation, dissemination or exhibition of any Client Materials or advertisement, advertising material or other media does not infringe the rights of a third party and is lawful in any specific jurisdiction. In the absence of providing such evidence, Hillsgreen shall not be obliged to arrange to carry out Client’s instructions in respect of such jurisdiction.
7.9 Client shall indemnify Hillsgreen in full against any sums awarded by a court against Hillsgreen arising of or in connection with any claim brought against Hillsgreen for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of Client Materials by Hillsgreen.
8.1 In consideration for the provision of the Services, Client shall pay Hillsgreen the Charges in accordance with this clause 8 and the Payment Terms.
8.2 For retainer work, the Charges shall be calculated in accordance with Monthly Retainer Rate.
8.3 For any ad hoc work, the Charges shall be calculated in accordance with the Day Rate, on a 7.5-hour day, worked between 9am to 5pm on a Business Day (Business Hours).
8.4 For non-retainer project work (including branding, audits, and fixed-scope deliverables), the following payment terms apply: (a) Projects valued under £2,500 (excluding VAT): Require full payment upfront upon signature of the Sales Order. (b) Projects valued between £2,500 and £9,999 (excluding VAT): Will be invoiced 50% upon signature of the Sales Order and 50% upon final delivery of the agreed Scope of Work. (c) Projects valued at £10,000 or more (excluding VAT): Will be invoiced in three stages: 40% upon signature of the Sales Order, 40% at a mid-project milestone (to be defined in the Scope of Work), 20% upon final delivery of the first draft of the final scoped outputs (d) “Final delivery” means the submission of agreed deliverables and is not dependent on subjective client review or sign-off timelines. (e) Hillsgreen reserves the right to withhold final deliverables until full payment is received. (f) Where relevant, milestone dates and deliverables will be defined in the Scope of Work and are binding for invoicing purposes.
8.5 Hillsgreen is entitled to charge the Overtime Rate as set out in the Contract Details on a pro rata basis for any time worked by individuals whom it engages in relation to the provision of the Services outside Business Hours.
8.6 All amounts payable by Client exclude amounts in respect of value added tax (VAT), which Client shall additionally be liable to pay to Hillsgreen at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
8.7 Hillsgreen shall submit invoices for the Charges plus VAT if applicable to Client monthly in advance, on or after the first day of each month. Each invoice shall include all reasonable supporting information required by Client as notified to Hillsgreen prior to the Services Start Date.
8.8 Client shall pay each invoice due and submitted to it by Hillsgreen, within 27 days of receipt, to a bank account nominated in writing by Hillsgreen.
8.9 If Client fails to make any payment due to Hillsgreen under the Contract by the due date for payment, then, without limiting Hillsgreen’s remedies under clause 10 (Termination): (a) Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. (b) Hillsgreen may suspend the provision of any and all Services until payment has been made in full. Without limiting the above, if any invoice remains unpaid for more than 56 days after its due date, Hillsgreen reserves the right to suspend all Services with immediate effect. Hillsgreen will notify the Client of the suspension in writing, and no further work shall be carried out until all overdue amounts (including interest, if applicable) are paid in full. (c) Suspension of Services under this clause does not affect Hillsgreen’s right to payment for all Services already delivered or scheduled during the suspension period. Where Hillsgreen has allocated retained resource under a retainer or ongoing project, such time remains billable during any period of suspension. (d) Hillsgreen may remove or take down any website provided to Client by Hillsgreen should any such payment remain outstanding for 90 days after the date of the relevant invoice. (e) Hillsgreen may terminate the Contract should any invoice remain outstanding for 70 days after the date of the relevant invoice.
8.10 All amounts due under the Contract from Client to Hillsgreen shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and shall be paid to Hillsgreen in accordance with the Hillsgreen Payment Terms set out in the Contract Details.
8.11 Hillsgreen reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Services Start Date.
8.12 All Charges, charges and expenses will be quoted and invoiced in sterling and all payment shall be made in sterling to Hillsgreen. In exceptional circumstances payment may, with Hillsgreen’s prior agreement in writing, be made in other currencies.
8.13 Media Spend. Unless otherwise agreed in writing, all media spend (e.g. paid advertising budgets on platforms such as Google, Meta, or LinkedIn) is to be paid directly by the Client to the relevant advertising platform using the Client’s own billing account or credit card. Where Hillsgreen agrees to manage and pay media spend on behalf of the Client, the following terms shall apply: (a) Media spend will be invoiced to the Client in advance, with a payment term of 7 days from invoice date. (b) A media handling fee of 10% will be applied to the total media spend and included in the same invoice. (c) No campaign activity will proceed until the invoice has been paid in full. (d) Hillsgreen reserves the right to pause or cancel campaign activity if payment is not received by the due date.
9.1 Nothing in the Contract or any Statement of Work shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) a breach of clause 11.3; or any other liability that cannot be excluded or limited under applicable law.
9.2 Subject to clause 9.1, neither party shall be liable to the other party for any of the following types of loss that are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.
9.3 Subject to clause 9.1 and clause 9.2, each party’s aggregate liability to the other party in respect of claims arising out of or in connection with the Contract, any Statement of Work or any collateral contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed 100% of the Charges paid or payable by Client in the 6 months preceding the claim.
9.4 Unless Client notifies Hillsgreen that it intends to make a claim in respect of an event within the notice period, Hillsgreen shall have no liability for that event. The notice period for an event shall start on the day on which Client became, or ought reasonably to have become, aware of the event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.5 All intellectual property rights in any concepts, materials, designs, drafts, or creative outputs presented to the Client but not selected for final use and not paid for in full shall remain the property of Hillsgreen. No licence or right to use such concepts or materials shall be granted to the Client unless otherwise agreed in writing. Hillsgreen may reuse or repurpose such concepts or materials for other clients or purposes.
10.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.2 Without affecting any other right or remedy available to it, Hillsgreen may terminate the Contract with immediate effect by giving written notice to Client if: (a) Client fails to pay any amount due under the Contract on the due date for payment; or (b) there is a change of control of Client.
10.3 Hillsgreen may terminate this Contract for convenience at any time by giving the Client not less than 60 days’ written notice. For the avoidance of doubt, the Client may not terminate this Contract for convenience and may only terminate in accordance with Clause 10.1 (Termination for Cause) or Clause 2.1 (End of Initial Term or Extended Term, with appropriate notice).
10.4 On termination of the Contract for whatever reason: (a) Client shall immediately pay to Hillsgreen all of Hillsgreen’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Hillsgreen may submit an invoice, which shall be payable immediately on receipt; (b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and (c) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.1 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment & Other Dealings Neither party shall assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Contract without the other’s prior written consent, except as permitted below. Hillsgreen may subcontract elements of the Services (including to freelancers or partner agencies) without the Client’s prior written consent, provided that: (a) Hillsgreen remains responsible for the acts and omissions of its subcontractors as if they were its own; and (b) all subcontractors are subject to confidentiality and data protection obligations no less protective than those in this Contract. Subcontracting shall not relieve Hillsgreen of any of its obligations under this Contract.
11.3 Confidentiality & Publicity (a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, Clients or Suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.3. For the purposes of this clause 11.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. (b) Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract. (d) Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party, except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction save that Hillsgreen may, subject to Client’s written permission (not to be unreasonably withheld or delayed) include information relating to the Services which does not fall under clause 11.3 (a), content derived from any and all Deliverables and Client’s registered and unregistered trade mark for the purposes of award entries, within marketing material, on its website and otherwise in relation to the promotion of its business and services.
11.4 Entire Agreement (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.5 Variation No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver (a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. (b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.
11.8 Notices (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the address specified in the Contract Details. (b) Any notice or communication shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. (c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.9 Third Party Rights The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract, and the rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Counterparts The Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement Transmission of an executed counterpart of the Contract Details by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of the Contract. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the “wet ink” hard copy original of their counterpart. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
11.11 Governing Law The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
11.12 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
11.13 Scope Confirmations Where the parties agree that Services shall be delivered in multiple Phases, the Contract may incorporate additional Scope of Work documents or written approvals (including by email) that detail deliverables for each Phase.
11.14 Change Orders Hillsgreen reserves the right to propose a Change Order if the Client requests a material deviation from the agreed Scope of Work, including any additional deliverables, new channels, or changes to campaign structure, deliverable volumes, or timelines. Any Change Order shall be agreed in writing, including by email or digital sign-off, and once approved shall be deemed incorporated into the Contract.
