Terms and Conditions

Main Ambition Limited

Last Updated: 15-01-2026

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These Terms & Conditions ("Terms") govern all services provided by Main Ambition Limited ("we," "us," "our," or "the Agency") to clients ("you," "your," or "the Client").

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By signing a Service Agreement with us, you agree to be bound by these Terms.

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1. DEFINITIONS

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"Agreement" means the Service Agreement signed by both parties, together with these Terms and Conditions.

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"Services" means the digital marketing services described in the Statement of Work.

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"Deliverables" means the specific outputs we provide each month.

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"Working Day" means Monday to Friday, 9am-5:30pm UK time, excluding bank holidays.

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"Materials" means content, images, branding, data, and information you provide to us.

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"Confidential Information" means non-public information disclosed between parties.

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"Change Request" means any request for work outside the agreed scope.

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"Retainer Fee" means the monthly fee specified in your Service Agreement.

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"Term" means the duration of your Service Agreement.

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2. SERVICE PROVISION

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2.1 Performance Standards

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We will perform Services:

With reasonable skill and care
In accordance with industry best practices
Using qualified and experienced personnel
In compliance with applicable laws

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2.2 Service Variations

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Changes to Services must be agreed in writing and may affect the Retainer Fee.

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2.3 Subcontracting

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We may use subcontractors, freelancers, or partner agencies to deliver Services. We remain fully responsible for all subcontracted work.

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2.4 No Guarantee of Results

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Digital marketing results depend on factors outside our control including:

Search engine algorithms
Platform policies
Competitor actions
Market conditions
Your budget and resources

We make no guarantee of specific rankings, traffic, conversions, revenue, or ROI.

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3. CHANGE REQUESTS & OUT-OF-SCOPE WORK

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3.1 What's Out of Scope

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Work not specified in your Statement of Work is out of scope and will be quoted separately.

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3.2 Change Request Process

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You submit: Request in writing describing the work needed
We assess: Within 3 Working Days, we determine if it's in or out of scope
We quote: If out of scope, we provide written quotation and timeline
You approve: Work begins only after written approval and (if over £500) 50% deposit
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3.3 Pricing

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Out-of-scope work is charged at:

Development: £90/hour
Design: £90/hour
Strategy/consultancy: £90/hour
Or as fixed-price addition

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3.4 Impact on Scheduled Work

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Change Requests may delay scheduled Deliverables. We'll communicate any impact before starting.

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4. PAYMENT TERMS

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4.1 Monthly Retainer

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Your Retainer Fee (specified in the Service Agreement) is:

Payable monthly in advance
Collected via Direct Debit on the 1st of each month
Non-refundable
Exclusive of VAT

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4.2 Direct Debit

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Should you authorise us to collect payments via Stripe. If a payment fails:

You must pay within 48 hours
We may charge a £25 administration fee
We may suspend Services (see Clause 10)

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4.3 Late Payment

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If payment is more than 7 days overdue:

We may charge interest at 8% per annum above Bank of England base rate
We may suspend Services immediately
We may terminate the Agreement

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4.4 Fee Increases

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We may increase the Retainer Fee:

On each anniversary, with 30 days' written notice
Up to 10% or RPI (whichever is greater)
Increases don't apply to existing fixed-term commitments

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4.5 Third-Party Costs

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Unless specified otherwise:

Advertising spend is paid by you directly to platforms (Google, Facebook, etc.)
Third-party tool costs are your responsibility
Premium assets (stock photos, fonts, etc.) are your responsibility

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4.6 Expenses

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With prior approval, we may bill separately for:

Travel and accommodation
Third-party services purchased on your behalf
Premium tools or assets

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5. YOUR RESPONSIBILITIES

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5.1 You Must Provide

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Access:

Admin access to website, analytics, ad accounts, and other necessary platforms
Valid credentials maintained throughout the Term
Immediate notification if access is revoked

Materials:

Brand assets (logos, images, guidelines)
Product/service information
Content, data, and information we request
All Materials in usable formats

Decisions:

Single point of contact with decision-making authority
Timely feedback and approvals (within 5 Working Days)
Consolidated internal feedback

Payment:

Valid Direct Debit mandate
Sufficient funds for monthly payments
Prompt notification of billing disputes

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5.2 Response Times

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You agree to:

Respond to our requests within 5 Working Days
Approve Deliverables within 5 Working Days
Attend scheduled meetings (or send authorised representative)

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5.3 Impact of Your Delays

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If you fail to meet your responsibilities:

Delivery timelines extend accordingly
Retainer Fee remains payable
We may suspend work (see Clause 10)
Repeated failures may justify termination

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5.4 Compliance

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You warrant that:

All Materials you provide comply with applicable laws
You hold necessary rights and licences for Materials
You comply with platform terms of service
You won't request work that violates laws or platform policies

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6. INTELLECTUAL PROPERTY

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6.1 Your Materials

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You retain ownership of Materials you provide. You grant us a non-exclusive licence to use them solely to provide Services during the Term.

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6.2 Our Work Product

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Subject to full payment:

Ownership of work created specifically for you (content, campaigns, reports) transfers to you upon completion of each monthly period
Until paid, all rights remain with us
We may withhold delivery until payment received

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6.3 Our Property

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We retain ownership of:

Our methodologies, processes, templates
Tools and software we develop
General knowledge and experience

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6.4 Third-Party Materials

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Where we use third-party materials:

You receive only the rights we're granted by the third party
You must comply with third-party licence terms
Additional licensing fees are your responsibility

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6.5 Portfolio Rights

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Unless you object in writing within 30 days:

We may display your work in our portfolio
We may use your name/logo in client lists
We may publish case studies (with approval of specific metrics)

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7. CONFIDENTIALITY

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7.1 Confidential Information

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Each party agrees to:

Keep the other's Confidential Information confidential
Use it only for purposes of the Agreement
Not disclose it to third parties without consent
Protect it with reasonable care

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7.2 Exceptions

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This doesn't apply to information that:

Is publicly available (not through breach)
Was already known before disclosure
Is independently developed
Must be disclosed by law

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7.3 Data Protection

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We comply with UK GDPR and Data Protection Act 2018. We:

Process personal data only as necessary for Services
Implement appropriate security measures
Won't transfer data outside UK/EEA without safeguards
Notify you promptly of data breaches

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7.4 Duration

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Confidentiality obligations survive termination for 3 years.

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8. WARRANTIES & DISCLAIMERS

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8.1 Our Warranties

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We warrant that:

We have authority to enter this Agreement
We'll perform Services with reasonable skill and care
We comply with applicable laws
We hold appropriate insurance

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8.2 Your Warranties

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You warrant that:

You have authority to enter this Agreement
Your Materials don't infringe third-party rights
Your Materials comply with applicable laws
You hold all necessary rights for Materials

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8.3 Disclaimer

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Except as stated above:

We make no warranties, express or implied
Services are provided "as is"
All implied warranties are excluded to the fullest extent permitted by law

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9. LIMITATION OF LIABILITY

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9.1 Liability Cap

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Our total liability under the Agreement (for any and all claims) shall not exceed:

3-month terms: Total fees paid in preceding 3 months
6-month terms: Total fees paid in preceding 6 months
12-month terms: Total fees paid in preceding 12 months

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9.2 Excluded Losses

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We're not liable for:

Loss of profits, revenue, or business
Loss of anticipated savings or business opportunity
Loss of goodwill or reputation
Loss of data (unless caused by our negligence)
Any indirect or consequential losses

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9.3 Exceptions

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Nothing excludes liability for:

Death or personal injury from negligence
Fraud or fraudulent misrepresentation
Anything that cannot be excluded by law

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9.4 Your Backups

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You're responsible for backing up all data and Materials. We're not responsible for data loss.

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10. SUSPENSION OF SERVICES

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10.1 We May Suspend If

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Payment issues:

Payment more than 7 days overdue
Direct Debit fails and not remedied within 48 hours

Your non-cooperation:

You don't provide required Materials for 14+ days
You don't grant necessary access for 14+ days
You don't respond to communications for 14+ days
You don't approve Deliverables for 30+ days

Other reasons:

You breach material terms
We reasonably believe your requests violate laws/regulations
Force Majeure (see Clause 11)

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10.2 During Suspension

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Retainer Fee remains payable
Deliverable deadlines extend by suspension period
We have no obligation to perform
Suspension doesn't count against Term

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10.3 Resuming Services

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We resume within 5 Working Days after:

You remedy the issue, AND
All outstanding fees are paid, AND
We receive written confirmation

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10.4 Extended Suspension

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If suspension exceeds 30 days:

We may terminate the Agreement
All outstanding fees become due
Early Termination Fee (if applicable) becomes payable

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11. FORCE MAJEURE

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11.1 Definition

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Neither party is liable for failure to perform due to events beyond reasonable control, including:

Acts of God (floods, earthquakes, severe weather)
War, terrorism, civil unrest
Government restrictions
Pandemics
Strikes (not involving the party's employees)
Telecommunications/internet failures
Power outages

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11.2 Obligations

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The affected party must:

Notify the other within 48 hours
Provide details of the event
Use reasonable efforts to mitigate impact
Resume performance ASAP

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11.3 Extended Force Majeure

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If continuing for 30+ days, either party may terminate on written notice.

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12. INDEMNIFICATION

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12.1 You Indemnify Us Against

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Claims arising from:

Your Materials infringing third-party rights
Your breach of this Agreement
Your violation of laws or platform policies
Your use of Deliverables in unauthorised ways
Your content being defamatory or unlawful

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12.2 We Indemnify You Against

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Claims arising from:

Our work infringing third-party intellectual property
Our wilful misconduct or gross negligence
Our breach of confidentiality

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12.3 Process

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The indemnified party must:

Notify the indemnifying party promptly
Cooperate in defence
Allow indemnifying party to control defence

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13. GENERAL PROVISIONS

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13.1 Entire Agreement

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The Service Agreement plus these Terms constitute the entire agreement and supersede all prior understandings.

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13.2 Amendments

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This Agreement may only be amended in writing signed by both parties.

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13.3 Waiver

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Failure to enforce any provision doesn't waive that provision or the right to enforce it later.

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13.4 Severability

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If any provision is invalid, it's severed and the rest remains in force.

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13.5 No Partnership

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Nothing creates a partnership, joint venture, or employment relationship. Both parties are independent contractors.

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13.6 Third-Party Rights

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No third party may enforce any term under the Contracts (Rights of Third Parties) Act 1999.

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13.7 Assignment

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Neither party may assign without the other's consent, except:

We may assign to a group company
Either party may assign to a successor in merger/acquisition

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13.8 Notices

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All notices must be in writing and sent to addresses in the Service Agreement:

Email (with read receipt)
Recorded delivery post
Hand delivery

Deemed received:

Email: On receipt of read receipt (or next Working Day if after 5pm or weekend/holiday)
Post: 2 Working Days after posting
Hand: On delivery

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13.9 Governing Law

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

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13.10 Jurisdiction

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The courts of England and Wales have exclusive jurisdiction.

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13.11 Dispute Resolution

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Before legal proceedings, parties agree to:

Days 1-14: Discuss in good faith
Days 15-30: Escalate to senior management
Days 31+: May commence proceedings

This doesn't prevent seeking urgent interim relief.

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14. QUESTIONS?

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If you have questions about these Terms & Conditions:

Email: admin@mainambition.co.uk
Phone: +441223624150
Address: Suite 11, Newmarket Business Centre, 341 Exning Road, Newmarket, Suffolk, CB8 0AT

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Main Ambition Limited
Company Registration Number: 14963577
Registered Address: Suite 11, Newmarket Business Centre, 341 Exning Road, Newmarket, Suffolk, CB8 0AT

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