1. These terms apply to all services provided by Hannah Grey, trading as Forty & Co (“we”, “us”, “the Agency”) to the client named in the Quote (“you”, “the Client”).
2. Your agreement with us is made up of: (a) the Quote you accept, (b) our Scope of Services document, and (c) these terms (together, the “Agreement”). If there is any conflict, the Quote takes priority, then the Scope of Services, then these terms. Our Instagram Growth service does not have a Quote or Scope of Services, and Schedule 2 explains how the Agreement works for that service.
3. The Agreement starts when you accept the Quote or sign up to a service, whether by signing it electronically, confirming acceptance in writing (including by email), signing up online, or paying the first invoice or payment, whichever happens first (the “Start Date”).
4. In the Agreement:
- Quote — the quote, estimate or proposal we send you setting out the services, packages, fees and any start date;
- Scope of Services — our document describing exactly what is and isn’t included in each service, as updated from time to time;
- Services — the services set out in the Quote, as described in the Scope of Services, plus any other services we agree in writing. For the Instagram Growth service, the Services are as described in Schedule 2;
- Deliverables — the specific work we create for you as part of the Services, such as ads, emails, copy, designs, logos and brand guidelines;
- Agency Materials — everything we owned or developed before or independently of the Agreement, or that we use across our clients, including our frameworks, methods, processes, templates, checklists, dashboards, software, tools, know-how and training materials;
- Platforms — third-party services used to deliver the Services, including Meta, Google, email platforms and website platforms;
- Data Protection Laws — all applicable laws relating to personal data, including the UK General Data Protection Regulation and the Data Protection Act 2018;
- Working Day — Monday to Friday, excluding bank holidays in England.
5. We will provide the Services with reasonable skill and care, in line with the Agreement and good industry practice.
6. The Services are delivered by our team of specialists. We decide which team members and approved subcontractors carry out the work. We remain responsible for all work carried out on your behalf, and anyone working on your account is bound by confidentiality obligations.
7. We are only responsible for the channels and services set out in the Quote. We are not responsible for the performance of any marketing channel or activity outside the Agreement, and your overall business revenue will not be used to measure our performance where other channels or activities are involved.
8. Any work outside the Scope of Services will be quoted and agreed in writing before we start. We will always tell you before any extra cost is incurred.
9. We work with a number of clients. Nothing in the Agreement prevents us from providing services to other businesses, including businesses in the same market as you, provided we keep your confidential information confidential.
10. We will keep you informed through your dedicated communication channel and reply to messages within the response times set out in the Scope of Services.
11. We use AI tools to support our work, such as drafting, analysis and reporting. All work is reviewed by our team before it is used, and any personal data is handled in line with the Data Protection section.
12. We may close for short periods, such as between Christmas and New Year. We will give you notice of any closure, campaigns will continue to run, and we will make arrangements to cover anything urgent.
13. You agree to:
a. give us the access, information, assets and approvals we reasonably need, on time;
b. review and approve work within 2 Working Days, unless we agree otherwise;
c. pay all advertising spend directly to the Platforms. Ad spend is never included in our fees;
d. make sure your products, offers, claims, pricing, website and any materials you supply to us are accurate and lawful, comply with advertising rules (including the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code), Advertising Standards Authority rulings and Platform advertising policies), and that you have the right to use them;
e. tell us promptly about launches, promotions, stock changes and anything else likely to affect the Services.
14. The results of the Services depend on you maintaining adequate stock, fulfilment capacity and a working website. Where results are affected by stock shortages, fulfilment problems, website issues or any other matter within your control, we are not responsible for any resulting reduction in performance. We may pause activity, with written notice to you, while those issues make effective delivery impossible.
15. Where we make recommendations about your marketing, website, content, stock or operations, it is your decision whether and when to implement them. We are not responsible for the impact of recommendations that are not implemented. We will record recommendations in writing through your communication channel.
16. If delays in access, information or approvals from you mean we can’t deliver the Services as planned, any agreed timescales will be extended accordingly and fees remain payable.
17. Advertising, email, analytics and website accounts should be owned by you, in your name, with us given access. If we set up an account for you, we will transfer ownership to you on request.
18. The Platforms are run by third parties and can change their policies, algorithms, pricing or features, reject ads, or restrict or suspend accounts at any time. We are not responsible for Platform decisions, outages or changes, but we will help you respond to them as part of the Services.
19. If you, or anyone other than us, changes campaigns, budgets, emails, tracking or other settings in accounts we manage without telling us, we are not responsible for the impact of those changes on performance.
20. Our fees are set out in the Quote. All fees are exclusive of VAT, which will be added where applicable.
21. Monthly fees are invoiced and payable monthly in advance. One-off projects, setup fees, audits and other project work are payable in line with the payment terms agreed in the Quote, which may include staged payments. Where no payment terms are agreed, they are payable before work begins. Work starts once the first agreed payment has been received.
22. Where the Quote sets out a percentage-based fee, it will be invoiced on or around the 1st of each month based on the previous month’s revenue, measured as set out in the Quote, and subject to any minimum monthly fee in the Quote.
23. Invoices are payable within 7 days of the invoice date, unless the invoice states otherwise.
24. Bank transfer is our preferred payment method. Where you pay by card or through a third-party payment processor, a processing fee may be added to cover transaction costs.
25. If any payment is more than 7 days overdue, we may pause the Services until it is paid. We may also charge interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
26. Fees are not reduced, withheld or adjusted based on performance unless a performance-based fee is expressly agreed in the Quote. Where one is agreed, the measurement method, baseline and calculation will be set out in the Quote.
27. All fees are non-refundable, including setup fees, audit fees, onboarding fees and monthly fees, and including where the Agreement ends part way through a month. Any overpayment will be credited against future invoices as set out in clause 32. Nothing in this clause affects any rights you have by law that cannot be excluded.
28. Where we have provided an audit and the Quote states that the audit fee will be credited, the credit will be applied to your first invoice.
29. We may review our fees once a year by giving you at least 30 days’ written notice.
30. Marketing results depend on many factors outside our control, including market conditions, competition, Platform changes and your own operations. We do not guarantee any specific results, revenue or return on ad spend.
31. Unless the Quote says otherwise, paid advertising performance is measured using the figures reported by the relevant Platform, for campaigns we create or manage. We are not responsible for differences between Platform figures and your own data where these arise from Platform attribution methods.
32. You are responsible for reconciling our reports with your own records. Please tell us within 5 Working Days of noticing any discrepancy, or anything that may lead to an under or overpayment. Any overpayment will be credited against future invoices.
33. The Agreement continues on a rolling monthly basis from the Start Date until it is ended in line with this section. There is no minimum term unless the Quote states one.
34. During the first 3 months from the Start Date, either of us can end the Agreement at any time by giving written notice, with no notice period. Fees already paid for the current month are not refundable. This clause does not apply to the Instagram Growth service (see Schedule 2).
35. After the first 3 months, either of us can end the Agreement by giving at least 30 days’ written notice. Fees remain payable until the end of the notice period.
36. Either of us can end the Agreement immediately by written notice if the other:
a. commits a serious breach of the Agreement and, where the breach can be fixed, fails to fix it within 14 days of being asked to in writing;
b. becomes insolvent, enters administration or liquidation, has a receiver appointed, makes an arrangement with its creditors or stops trading; or
c. acts dishonestly or unlawfully in a way that damages, or is likely to damage, the other’s reputation.
37. We may also end the Agreement immediately if any payment is more than 14 days overdue.
38. We may also end the Agreement immediately if you, or anyone acting for you, behaves in an abusive, threatening or discriminatory way towards any member of our team.
39. When the Agreement ends:
a. you will pay all fees due up to the end of the Agreement, and for any work completed at your request beyond the agreed scope;
b. we will hand back access to any accounts we manage and provide the final Deliverables you have paid for;
c. we will remove our access to your accounts once handover is complete, and you should also remove our access;
d. clauses which by their nature should continue (including confidentiality, intellectual property, liability, data protection and non-solicitation) will continue.
40. Each of us will keep the other’s confidential information confidential and only use it to perform or receive the Services. Confidential information includes non-public information about either party’s business, finances, customers, suppliers, plans, strategies, pricing and methods, whether or not it is marked confidential.
41. This does not apply to information that is publicly available (other than through a breach of the Agreement), that was already lawfully known, or that must be disclosed by law or by a court.
42. When the Agreement ends, we will return or delete your confidential information on request, except where we are required by law to keep it.
43. Once you have paid in full for them, you will own the intellectual property rights in the final Deliverables we create specifically for you.
44. We keep ownership of all Agency Materials. Where Agency Materials form part of a Deliverable, we grant you a non-exclusive, perpetual licence to use them as part of that Deliverable for your business.
45. Draft concepts, designs and ideas that you do not choose remain ours.
46. Third-party materials, such as stock images, fonts, music and software, are subject to their own licence terms. We will tell you if any material requires a paid licence.
47. With your prior approval, we may refer to you as a client and use the work and results as a case study in our marketing.
48. Each of us will comply with the Data Protection Laws. Where we process personal data on your behalf, we do so as your processor, and Schedule 1 applies.
49. We will only process your personal data to provide the Services and on your documented instructions, keep it secure using appropriate technical and organisational measures, and make sure anyone who processes it is bound by confidentiality.
50. We use third-party sub-processors, such as the Platforms and our project management and communication tools, to deliver the Services. We will provide a list on request and give you reasonable notice of any changes. We will not transfer your personal data outside the UK or European Economic Area without appropriate safeguards in place.
51. When the Agreement ends, we will delete or return your personal data on request, unless we are required by law to keep it.
52. Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
53. Neither of us is liable for any indirect or consequential loss, or for any loss of profit, revenue, sales, business, contracts, opportunity, goodwill or data.
54. Our total liability to you under or in connection with the Agreement is limited to the fees you paid us in the 12 months before the event giving rise to the claim.
55. We are not liable for any loss caused by Platform decisions or changes, by your failure to meet your responsibilities under the Agreement, or by your decision not to follow our recommendations.
56. We will maintain appropriate business insurance, including professional indemnity insurance.
57. During the Agreement and for 12 months after it ends, you agree not to directly employ or engage any of our team members or subcontractors who worked on your account, without our written consent.
58. We are an independent business. Nothing in the Agreement creates an employment, partnership or agency relationship, and neither of us can bind the other.
59. We are responsible for our own tax and National Insurance, and for our team’s.
60. If a dispute arises, we will both first try to resolve it through a discussion between senior people. If it isn’t resolved within 30 days, either of us may refer it to mediation before taking any further legal action.
61. Neither of us is liable for delays or failures caused by events beyond our reasonable control. The affected party will tell the other as soon as reasonably practicable.
62. The Agreement is the entire agreement between us about its subject matter and replaces any previous discussions or arrangements. Nothing in this clause limits liability for fraud.
63. Changes to the Agreement must be agreed in writing, which includes email or messages through your communication channel. We may update these terms and the Scope of Services from time to time and will give you at least 30 days’ notice of any change that materially affects you.
64. Neither of us may transfer the Agreement without the other’s written consent, except that we may use subcontractors as set out in clause 6.
65. No one other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.
66. If any part of the Agreement is found to be invalid or unenforceable, the rest of it will continue to apply.
67. A delay in exercising any right is not a waiver of that right.
68. Notices under the Agreement must be in writing and may be sent by email to the other party’s main business email address, or by post to its registered or business address.
69. The Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Subject matter — our provision of the Services to you.
Duration — the term of the Agreement, plus the period until all personal data is returned or deleted.
Nature and purpose — processing personal data as needed to deliver the Services, including managing advertising audiences, email marketing and reporting.
Types of personal data — names, email addresses and telephone numbers of your team and representatives; and customer data such as names, email addresses, phone numbers and purchase information, where shared with us or held in Platforms we manage for you.
Categories of data subjects — your employees and representatives, and your customers and prospective customers.
This Schedule applies when you sign up to our Instagram Growth service. Where it conflicts with anything else in these terms, this Schedule takes priority for that service.
1. What the service is. We run Meta (Facebook and Instagram) traffic ads designed to send people to your Instagram profile and grow your following. The service includes up to 5 new ads each month, built for an ad spend of around £500 a month. Unused ads do not roll over to the next month.
2. Plans. You choose one of two plans when you sign up:
a. Instagram Growth: £100 a month. Ads only, with contact by email only. This plan does not include any reports or updates. You can view your results at any time in your own Meta Ads Manager.
b. Instagram Growth with Reporting: £150 a month. Everything in the £100 plan, plus a performance report by email at the end of your first month and every month after that. Contact is by email only.
3. No Quote or Scope of Services. There is no separate Quote or Scope of Services for this service. The Agreement is made up of the plan you choose at sign-up, this Schedule and the rest of these terms. Where these terms refer to the Quote or the Scope of Services, that means the plan and service described in this Schedule.
4. Ad spend. Ad spend is paid by you directly to Meta and is not included in the fee. If you choose to spend more than £500 a month, the fee stays the same, but the service still includes up to 5 new ads a month. More ads or wider management are available through our Facebook Ads service, which we will quote separately.
5. Communication. On both plans, we communicate by email only. We will reply within 2 Working Days.
6. Your content. The service uses your existing Instagram content and the assets you give us. You agree to keep your Instagram account active and to give us access to your Meta ad account, Facebook page and Instagram account.
7. Results. We do not guarantee any number of followers, level of engagement or sales. Traffic ads send people to your profile, and whether they follow you depends on things outside our control, including your content.
8. Payment. Fees are payable monthly in advance and are non-refundable. Clauses 20 to 29 apply.
9. Cancellation. Either of us can end this service at any time by giving at least 30 days’ written notice, including from the Start Date. Clause 34 does not apply. Fees remain payable until the end of the notice period. We may still end the service immediately under clauses 36 to 38.
10. Changing plan. You can move between the £100 and £150 plans by telling us in writing. The change will apply from your next monthly payment.
