Terms and Conditions of Business

These Terms and Conditions ("Terms") govern the supply of services by Studio Digital Group ("Studio Digital Group", "StudioDG", "we", "our", or "us") to our clients ("Client", "you", or "your").

By accepting a proposal, signing an agreement, making payment, or instructing us to commence work, you agree to be bound by these Terms.

1. About Us

Studio Digital Group is a UK digital agency providing marketing, creative and technology services to businesses throughout the United Kingdom and internationally.

Our services include, but are not limited to:

• Search Engine Optimisation (SEO)
• Pay-Per-Click Advertising (PPC)
• Google Ads Management
• Meta Advertising
• LinkedIn Advertising
• Social Media Marketing
• Branding & Graphic Design
• Website Design
• Website Development
• Shopify Development
• Squarespace Development
• Website Hosting
• Website Maintenance
• AI Automation
• GPT & AI Workflow Development
• Marketing Consultancy
• Analytics & Reporting
• Conversion Rate Optimisation
• Digital Strategy
• Business Automation

These Terms apply to every service we provide unless expressly agreed otherwise in writing.

2. Formation of Contract

A legally binding agreement is created when any one of the following occurs:

• you sign a Proposal or Statement of Work;
• you electronically accept a proposal (including PandaDoc or similar platforms);
• you instruct us to begin work;
• you pay an invoice;
• you pay a deposit;
• you engage us on a monthly retainer.

Our Proposal, Statement of Work and these Terms together form the Contract between Studio Digital Group and the Client.

If there is any conflict between a Proposal and these Terms, the Proposal shall take precedence only in relation to the specific Services described within it.

3. Quotations & Proposals

Unless otherwise stated:

• quotations remain valid for 30 days;
• prices exclude VAT unless expressly stated;
• estimates are based upon the information supplied by the Client.

Any additional work outside the agreed scope will be quoted separately.

Studio Digital Group reserves the right to revise quotations where project requirements materially change before work commences.

4. Our Services

We will provide our Services using reasonable skill, care and professional diligence in accordance with accepted industry standards.

Project timelines are estimates only and may change due to:

• Client delays;
• revisions;
• third-party suppliers;
• hosting providers;
• advertising platform approvals;
• software providers;
• AI platform availability;
• circumstances beyond our reasonable control.

We reserve the right to refuse or discontinue work relating to industries or activities we reasonably believe to be unlawful, unethical, misleading or in breach of advertising platform policies.

5. Client Responsibilities

The Client agrees to:

• provide accurate information;
• provide requested content promptly;
• obtain permission for any third-party materials supplied;
• review deliverables within a reasonable time;
• provide timely approvals;
• nominate a primary point of contact.

The Client warrants that any logos, images, copy, videos, trademarks or other materials supplied do not infringe any third-party rights.

Studio Digital Group accepts no responsibility for legal claims arising from materials supplied by the Client.

Delays caused by the Client do not affect payment obligations or agreed project timescales.

6. Fees and Payment

Our fees are detailed within your Proposal or Service Agreement.

Additional work requested outside the agreed scope will be charged separately at our prevailing hourly or project rates.

Unless agreed otherwise:

• projects under £5,000 require a 50% deposit before work begins;
• larger projects may be invoiced in agreed milestone payments;
• retainers are billed monthly in advance.

Invoices are payable within 14 days of the invoice date unless otherwise stated.

Time for payment is of the essence.

7. Electronic Invoicing & Stripe Payments

Studio Digital Group issues invoices electronically.

Invoices may be delivered by:

• Stripe;
• email;
• Xero;
• or another approved electronic invoicing platform.

Delivery by electronic means constitutes valid delivery.

Where recurring services are provided, the Client authorises Studio Digital Group to process recurring payments using the payment method securely stored through Stripe or another approved payment processor.

Failure to cancel or replace a payment method does not terminate the Contract or remove the Client's obligation to pay outstanding Charges.

Electronic invoices, payment confirmations and receipts shall be deemed valid records of payment.

8. Late Payment

If payment becomes overdue we may, without liability:

• suspend Services;
• pause marketing campaigns;
• suspend website hosting;
• suspend maintenance;
• suspend advertising accounts;
• withhold Deliverables;
• remove access to software or reporting dashboards.

Interest may be charged at 4% above the Bank of England Base Rate together with compensation available under the Late Payment of Commercial Debts (Interest) Act 1998.

The Client shall remain responsible for any reasonable costs incurred in recovering unpaid amounts.

9. Chargebacks

The Client agrees not to initiate a chargeback or payment dispute without first providing Studio Digital Group with at least fourteen (14) days' written notice to investigate and resolve the matter.

Where a chargeback is initiated without reasonable grounds, Studio Digital Group reserves the right to recover:

• outstanding fees;
• chargeback costs;
• administrative costs;
• legal recovery costs where applicable.

10. Retainer Services

Where the Client engages Studio Digital Group on a monthly retainer, the following terms apply unless otherwise agreed in writing.

10.1 Minimum Term

All retainers are subject to a minimum initial term of six (6) months.

The minimum term begins on the agreed service commencement date.

During this period:

• monthly fees remain payable in full;
• Services cannot be paused or reduced without our written agreement;
• the Client may not terminate the agreement for convenience.

The minimum term reflects the time required to implement strategy, optimise campaigns and achieve measurable results.

10.2 Renewal

Following the initial six-month term, the agreement shall automatically continue on a rolling monthly basis.

Either party may terminate thereafter by providing 30 days' written notice.

10.3 Early Termination

Where the Client terminates during the minimum term, Studio Digital Group may, at its discretion:

• invoice the remaining balance of the minimum term; or
• agree an early exit subject to an exit fee equal to two months' recurring Charges.

Any outstanding invoices become immediately due.

11. Website Subscription Services

This section applies where the Client purchases a website subscription package, including (but not limited to):

• Standard Website Packages
• Shopify Packages
• Squarespace Packages
• Ecommerce Packages
• Managed Website Plans

11.1 Minimum Term

Where a website subscription is provided with:

• no upfront build fee;
• reduced setup costs; or
• monthly payment pricing,

the agreement is subject to a minimum term of twelve (12) months.

11.2 Monthly Charges

Monthly subscription fees remain payable throughout the minimum term.

Failure to actively use the website or associated services does not remove the Client's payment obligations.

11.3 Early Cancellation

If the Client terminates before the end of the minimum term, Studio Digital Group may require payment of:

• all remaining monthly payments due under the agreement; or
• another agreed settlement amount confirmed in writing.

11.4 Hosting

During the subscription term, website hosting, management and technical administration remain under the control of Studio Digital Group.

Where payments become overdue we may suspend:

• hosting;
• website access;
• email services;
• maintenance;
• software licences;
• premium plugins.

11.5 Website Ownership

Unless otherwise agreed in writing:

• hosting infrastructure;
• development environments;
• premium licences;
• proprietary code libraries;
• automation systems;
• deployment processes

remain the property of Studio Digital Group.

Ownership of the completed website transfers only after:

• all invoices have been paid in full; and
• any applicable minimum term has been completed.

12. Change Requests

Our quotations are based upon the agreed scope of work.

Any request outside that scope constitutes a Change Request.

Examples include:

• additional pages;
• additional design revisions;
• new functionality;
• integrations;
• copywriting;
• photography;
• additional advertising campaigns;
• additional automation workflows.

Studio Digital Group is not obliged to commence additional work until:

• scope has been agreed;
• revised pricing has been accepted;
• any required deposit has been paid.

13. Intellectual Property

All intellectual property rights remain with Studio Digital Group until all invoices relating to the project have been paid in full.

Following payment in full, ownership of agreed deliverables transfers to the Client except where otherwise stated.

Studio Digital Group retains ownership of:

• methodologies;
• templates;
• proposals;
• frameworks;
• reporting dashboards;
• automation systems;
• AI prompts;
• GPT workflows;
• scripts;
• internal documentation;
• proprietary software;
• reusable development components.

Nothing in these Terms transfers ownership of Studio Digital Group's existing intellectual property.

14. AI & Automation Services

Where Studio Digital Group develops AI systems, GPT workflows or business automations:

• the Client receives a licence to use the agreed solution for its own business purposes;
• ownership of the underlying framework remains with Studio Digital Group unless otherwise agreed.

The Client may not:

• copy;
• resell;
• licence;
• distribute;
• reverse engineer;
• commercially exploit

our proprietary automation systems without prior written consent.

AI-generated outputs may require human review before publication.

The Client remains responsible for verifying the accuracy, legality and suitability of any AI-generated content before use.

Studio Digital Group accepts no liability arising from reliance on AI-generated outputs without appropriate review.

15. Hosting, Domains & Email Services

Where Studio Digital Group provides hosting or manages domain names or email services:

• reasonable steps will be taken to ensure service availability;
• uninterrupted service cannot be guaranteed.

The Client acknowledges that hosting providers, domain registrars, cloud platforms and internet service providers operate independently of Studio Digital Group.

Where payments remain outstanding, we reserve the right to suspend hosting, websites, domains, email services or related infrastructure until outstanding amounts have been settled.

16. Third-Party Platforms

Studio Digital Group frequently works with third-party platforms including:

• Google;
• Meta;
• LinkedIn;
• Microsoft Advertising;
• Shopify;
• Squarespace;
• WordPress;
• Wix Studio;
• Stripe;
• OpenAI;
• Claude / Anthropic;
• Google Gemini;
• Google Analytics;
• Google Tag Manager;
• Cloudflare;
• and other software providers.

We cannot guarantee the availability, functionality or continued operation of third-party services.

Studio Digital Group shall not be responsible for:

• account suspensions;
• policy changes;
• algorithm updates;
• software outages;
• pricing changes;
• API limitations;
• platform downtime;
• decisions made by third-party providers.

17. Marketing Performance

Digital marketing outcomes depend upon numerous factors beyond our control.

Accordingly, Studio Digital Group does not guarantee:

• first-page Google rankings;
• specific keyword positions;
• advertising approval;
• lead volumes;
• sales;
• revenue;
• conversion rates;
• return on advertising spend (ROAS);
• return on investment (ROI);
• business growth.

Any forecasts, projections or estimated performance figures are provided for planning purposes only and do not constitute contractual guarantees.

Studio Digital Group will always use reasonable skill, care and industry best practice when delivering its Services but cannot guarantee commercial outcomes.

18. Confidentiality

Both Studio Digital Group and the Client agree to keep confidential any information disclosed during the course of the relationship that is identified as confidential or would reasonably be considered confidential.

Confidential information includes, but is not limited to:

• business strategies;
• pricing;
• customer information;
• technical documentation;
• marketing plans;
• financial information;
• software;
• source code;
• automation systems;
• login credentials;
• API keys;
• proprietary processes.

Neither party shall disclose confidential information to any third party except:

• where required by law;
• where necessary to perform the Services;
• with the prior written consent of the other party.

This obligation continues after termination of the Contract.

19. Data Protection

Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where Studio Digital Group processes personal data on behalf of the Client, it will:

• process data only in accordance with the Client's lawful instructions;
• implement appropriate technical and organisational security measures;
• assist the Client in meeting its legal obligations where reasonably required.

The Client warrants that it has obtained all necessary permissions and lawful bases for any personal data supplied to Studio Digital Group.

Our handling of personal information is also governed by our Privacy Policy, available on our website.

20. Limitation of Liability

Nothing within these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be excluded under the laws of England and Wales.

Subject to the above, Studio Digital Group shall not be liable for any:

• indirect loss;
• consequential loss;
• loss of profit;
• loss of revenue;
• loss of anticipated savings;
• loss of goodwill;
• business interruption;
• loss of business opportunity;
• loss arising from third-party platforms or software providers.

Our total aggregate liability arising from any Contract shall not exceed the total fees paid by the Client to Studio Digital Group during the twelve (12) months immediately preceding the event giving rise to the claim.

21. Suspension of Services

Studio Digital Group may suspend all or part of the Services immediately where:

• invoices remain unpaid;
• the Client materially breaches these Terms;
• the Client behaves in an abusive, threatening or unreasonable manner;
• continuing the Services would expose Studio Digital Group to legal, regulatory or reputational risk.

Suspension does not remove the Client's obligation to pay any Charges due under the Contract.

22. Termination

Either party may terminate the Contract where the other party commits a material breach and fails to remedy that breach within thirty (30) days of receiving written notice.

Studio Digital Group may terminate the Contract immediately where:

• the Client repeatedly fails to pay invoices;
• fraudulent activity is suspected;
• the Client provides unlawful, defamatory or infringing material;
• the Client becomes insolvent or enters liquidation;
• the Client's conduct makes continuation of the relationship unreasonable.

Upon termination:

• all outstanding invoices become immediately due;
• access to services may be withdrawn;
• licences granted under these Terms may cease;
• Studio Digital Group may retain work until all sums have been paid.

Any clauses intended to survive termination, including those relating to confidentiality, intellectual property, payment obligations and limitation of liability, shall remain in force.

23. Annual Fee Reviews

Studio Digital Group reserves the right to review recurring service fees annually.

Where fees are increased, we will provide not less than thirty (30) days' written notice.

Continued use of the Services after the effective date constitutes acceptance of the revised Charges.

24. Non-Solicitation

The Client agrees that, during the Contract and for twelve (12) months following its termination, it will not directly or indirectly solicit, employ or engage any employee, contractor or freelancer of Studio Digital Group who has been involved in providing the Services without our prior written consent.

Where this restriction is breached, Studio Digital Group reserves the right to recover reasonable recruitment and replacement costs.

25. Force Majeure

Studio Digital Group shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

These include, but are not limited to:

• acts of God;
• flood;
• fire;
• epidemic or pandemic;
• war;
• terrorism;
• civil unrest;
• industrial disputes;
• interruption of utilities;
• internet outages;
• cyber attacks;
• failures of cloud infrastructure;
• failures of AI platforms or third-party software providers.

Performance shall resume as soon as reasonably practicable after the relevant event has ended.

26. Notices

Any notice under these Terms shall be provided in writing.

Notices may be sent by:

• email;
• recognised courier;
• recorded postal delivery.

Invoices, reminders, Statements of Work, proposals and other contractual communications may also be issued electronically through platforms including Stripe, PandaDoc or other approved systems and shall be deemed validly delivered on the date of transmission.

27. General

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

No failure or delay by Studio Digital Group to enforce any right shall constitute a waiver of that right.

These Terms constitute the entire agreement between the parties and supersede any previous discussions, negotiations or understandings relating to the Services.

No variation shall be effective unless agreed in writing by both parties.

Nothing in these Terms creates any partnership, joint venture or employment relationship between the parties.

28. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Services provided by Studio Digital Group.

Contact Us

Studio Digital Group

For any questions regarding these Terms and Conditions, please contact us at hello@studiodigitalgroup.co.uk.