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These Terms of Service ("Terms") apply to services provided by Social + Sum ("Social + Sum", "we", "us" or "our") to the person or business purchasing our services ("Client", "you" or "your").
By accepting a proposal, order form, statement of work, invoice or other written confirmation for our services, you agree to these Terms.
The proposal or order form issued to you will set out the specific commercial terms of your engagement, including the services, fees, payment schedule, engagement period, advertising budget and any specific guarantee offered.
The agreement between Social + Sum and the Client consists of:
If there is a conflict between these documents:
No verbal statement or informal conversation will amend the agreement unless confirmed in writing.
Social + Sum provides client acquisition, marketing, CRM and sales-process services.
Depending on the services agreed, this may include:
The exact services included in the Client's engagement will be set out in the applicable proposal or order form.
Anything not expressly included in the agreed scope is outside the scope of the services.
Social + Sum is responsible only for the deliverables expressly included in the agreed scope.
Unless expressly included, the services do not include:
Social + Sum is not required to undertake additional work merely because that work is related to the Client's marketing or sales activity.
Additional work may be quoted separately and will only be undertaken once the Client has approved the additional scope and any applicable fee.
The proposal or order form may specify the agreed meeting frequency and communication arrangements.
Unless otherwise agreed:
Social + Sum is not required to attend unlimited meetings, respond immediately to every message or provide unlimited revisions as part of the agreed fee.
Where a Client-caused delay materially affects delivery, Social + Sum may reasonably adjust the delivery timetable.
All fees, payment dates, payment methods and applicable taxes will be stated in the proposal, order form or invoice.
The Client agrees to pay fees by the agreed due date.
Unless otherwise agreed in writing, work will not begin until any required initial payment has been received and the required onboarding information and access have been provided.
Where an invoice becomes overdue, Social + Sum may:
Suspension caused by non-payment does not automatically extend the engagement or reduce the fees payable.
Where permitted by law, Social + Sum may charge interest on overdue business-to-business invoices at the applicable statutory rate or any other lawful contractual rate stated in the proposal or invoice.
The Client's commitment period will be stated in the proposal or order form.
Where the engagement is agreed for a fixed period, the Client remains responsible for the fees agreed for that commitment period unless the agreement expressly provides otherwise.
Cancellation of the engagement does not automatically entitle the Client to a refund.
Fees relating to work already completed, work already committed, non-refundable third-party costs and any other amounts properly due remain payable following cancellation.
If the Client requests early termination of a fixed-term engagement, Social + Sum may accept the termination subject to the commercial terms stated in the proposal or order form.
Either party may terminate the agreement where the other party materially breaches the agreement and fails to remedy the breach within a reasonable period following written notice.
Social + Sum may terminate the engagement immediately where:
Termination does not affect rights or obligations that arose before termination.
Unless expressly stated otherwise in the proposal or order form, fees for completed services are non-refundable.
A refund will not be due merely because:
Any specific refund or service-credit arrangement must be expressly agreed in writing.
The Client agrees to provide all information, materials, access and cooperation reasonably required to deliver the services.
This may include:
The Client is responsible for ensuring that information supplied to Social + Sum is accurate, complete and lawful.
The Client is responsible for responding to leads, conducting consultations, preparing proposals or quotations, following up prospects, closing sales and delivering its services unless expressly agreed otherwise.
Where lead response is relevant to campaign performance or a guarantee, the Client must respond to leads within the response period stated in the applicable proposal or guarantee document.
The Client must maintain reasonable availability to receive and respond to enquiries.
Where a lead is generated but the Client does not respond within the agreed response period, the lead may cease to qualify for any applicable performance guarantee.
Social + Sum is not responsible for lost opportunities caused by delayed or inadequate Client follow-up.
Where paid advertising forms part of the services, advertising spend is separate from Social + Sum's service fees unless expressly stated otherwise.
Where possible, advertising spend will be paid directly by the Client to the relevant advertising platform.
The Client remains responsible for:
Social + Sum does not guarantee that an advertising platform will approve, deliver, maintain or continue any particular campaign.
Social + Sum is not responsible for advertising account restrictions, suspensions, outages, algorithm changes, policy changes or other platform decisions outside our reasonable control.
The services may rely on third-party platforms including Meta, CRM systems, email providers, SMS providers, analytics tools, hosting providers and other software.
Third-party platforms are controlled by their respective providers.
Social + Sum is not responsible for:
The Client remains responsible for any third-party subscription fees unless otherwise agreed.
Client-owned accounts remain owned by the Client.
Where Social + Sum is granted access to a Client's advertising account, CRM, website, social media account or other business system, that access is provided solely for the purpose of delivering the agreed services.
Social + Sum will not represent itself as the owner of Client accounts.
Where Social + Sum creates or configures systems within a Client-owned platform, those systems remain subject to the ownership and licensing terms of that platform.
Social + Sum retains ownership of its own pre-existing methodologies, frameworks, templates, systems, processes, know-how and reusable intellectual property.
Each party retains ownership of intellectual property it owned before the engagement.
Client-supplied materials remain the property of the Client or the relevant rights holder.
Subject to payment of all applicable fees, the Client may use bespoke deliverables created specifically for it as part of the agreed services for its own business purposes.
Unless expressly agreed otherwise, Social + Sum retains ownership of:
The Client does not acquire ownership of Social + Sum's underlying methods merely because they are used in delivering the services.
Third-party intellectual property remains subject to the relevant third-party licence.
Where Social + Sum produces advertising copy, campaign messaging, graphics or other creative materials, the Client may be asked to approve those materials before publication.
The Client is responsible for confirming the accuracy of business-specific information including:
Social + Sum may refuse to publish material where we reasonably believe it may be misleading, unlawful or contrary to an advertising platform's policies.
Client approval does not remove Social + Sum's obligation to exercise reasonable professional care.
The Client acknowledges that Social + Sum's ability to deliver the services depends on timely cooperation.
If the Client delays:
Social + Sum may reasonably adjust delivery dates, pause work or reschedule the engagement.
Where a delay is substantial, Social + Sum may treat the engagement as suspended until the Client is ready to proceed.
Fees already due remain payable during Client-caused delays unless otherwise agreed in writing.
At the end of the engagement, Social + Sum will provide reasonable handover of Client-owned assets and access required for the Client to continue using the systems created for its business.
Handover does not include unlimited training, rebuilding, migration, troubleshooting or ongoing support unless expressly included in the agreed scope.
Additional handover, migration or training work may be charged separately.
Social + Sum may retain copies of records where reasonably required for legal, accounting, insurance, dispute-resolution or compliance purposes, subject to applicable data protection obligations.
The parties will comply with applicable UK data protection legislation.
Where Social + Sum processes personal data on behalf of the Client as a processor, the Data Processing Agreement contained in these Terms will apply.
The Client remains responsible for determining:
This is particularly relevant where services involve email, SMS, lead reactivation or other direct marketing activity.
The Client must not provide Social + Sum with personal data unless it is lawfully entitled to do so.
The Client is responsible for ensuring that its offers, claims, services and business practices comply with applicable laws and regulations.
Where Social + Sum creates or operates marketing campaigns using Client information, the Client remains responsible for the underlying accuracy and legality of its business claims.
Where personal data is used for direct marketing, the parties will cooperate to ensure that the relevant UK data protection and electronic marketing requirements are addressed.
Social + Sum may pause or refuse marketing activity where it reasonably believes the proposed activity may breach applicable law, regulation or platform policy.
Each party agrees to keep confidential non-public information received from the other party in connection with the engagement.
Confidential information may include:
Confidential information may only be used for the purposes of the engagement.
This obligation does not apply to information that:
Where a guarantee is included in the Client's proposal, the guarantee will be governed by the specific guarantee terms agreed between the parties.
Unless expressly stated otherwise, a Social + Sum guarantee relates to agreed qualified opportunities, not guaranteed sales, revenue, profit, closed customers or return on advertising spend.
A qualified opportunity must meet the qualification criteria agreed for the engagement.
These criteria may include:
The guarantee does not apply to opportunities that are:
The Client must provide reasonable evidence required to determine whether an opportunity qualifies.
Evidence may include CRM records, enquiry forms, call records, appointment records, email records, campaign data and other relevant information.
Social + Sum may reasonably request access to relevant records where required to assess a guarantee claim.
The Client must meet all obligations stated in the applicable guarantee, including any requirements relating to:
If the agreed guarantee conditions are satisfied and the agreed performance threshold is not achieved, the remedy will be the remedy expressly stated in the guarantee document.
Unless otherwise stated, the remedy will be continued campaign management or other agreed service at no additional Social + Sum service fee until the agreed remedy condition is satisfied.
The Client remains responsible for advertising spend and third-party platform costs during any continuation period unless the guarantee expressly states otherwise.
A guarantee does not guarantee that a Client will close a customer or generate revenue.
Where reporting forms part of the agreed services, Social + Sum will report on agreed performance indicators.
These may include:
Where performance depends on Client-provided information, Social + Sum may rely on the accuracy and completeness of that information.
Social + Sum is not responsible for discrepancies caused by incomplete, delayed or inaccurate Client data.
Unless expressly stated in a separate written guarantee, Social + Sum does not guarantee:
Marketing performance depends on factors outside Social + Sum's reasonable control.
Social + Sum may suspend some or all services where:
Where reasonably possible, Social + Sum will notify the Client before suspension.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
Subject to that, Social + Sum will not be liable for indirect or consequential loss or for loss of:
except where such liability cannot lawfully be excluded.
Subject to any liability that cannot lawfully be limited, Social + Sum's total aggregate liability arising out of or in connection with an engagement will be limited to the total fees paid or payable to Social + Sum under that engagement during the period specified in the applicable proposal or order form.
Nothing in this clause limits liability arising from fraud or fraudulent misrepresentation or any other liability which cannot legally be excluded or limited.
The Client acknowledges that paid advertising, third-party platforms, software and customer behaviour involve risks outside Social + Sum's control.
The Client remains responsible for ensuring that materials, data, claims and instructions supplied to Social + Sum can lawfully be used for the agreed purpose.
Where the Client provides materials or instructions that infringe a third party's rights or breach applicable law, the Client remains responsible for the consequences of those materials or instructions.
Nothing in this clause requires the Client to indemnify Social + Sum for losses caused by Social + Sum's own negligence, wilful misconduct or breach of its legal obligations.
Neither party will be liable for delay or failure to perform obligations where the delay or failure results from circumstances reasonably outside that party's control.
This may include:
Social + Sum acts as an independent contractor.
Nothing in these Terms creates an employment relationship, partnership, joint venture or general agency relationship between the parties.
Social + Sum will not publicly identify the Client, publish its results or use its logo as a testimonial or case study without the Client's permission.
Where the Client provides written permission or a testimonial for marketing purposes, Social + Sum may use that material for legitimate promotional purposes subject to any restrictions agreed between the parties.
The Client must notify Social + Sum of material changes to its business that could affect the services.
This may include changes to:
A material change may require the parties to review the scope, strategy, timeline or guarantee.
Social + Sum is not required to maintain a guarantee where the underlying assumptions of the guarantee have materially changed and the parties have not agreed an updated arrangement.
Social + Sum may reasonably adjust its methods, tools and processes where necessary to deliver the agreed objectives.
We will not materially reduce the agreed scope without the Client's agreement.
Where a third-party platform changes its functionality, Social + Sum may need to adapt the delivery method accordingly.
Social + Sum may use trusted contractors or service providers where reasonably necessary to deliver the services.
Where those providers process personal data on behalf of the Client, the applicable Data Processing Agreement provisions relating to subprocessors will apply.
Social + Sum remains responsible for its contractual obligations to the Client in relation to authorised subcontractors, subject to these Terms.
Where Social + Sum processes personal data on behalf of the Client, this section forms a Data Processing Agreement between the Client as Controller and Social + Sum as Processor.
Social + Sum may process personal data for the purpose of providing the agreed marketing, lead generation, CRM, automation, reporting and client acquisition services.
Processing may include collecting, recording, organising, storing, accessing, structuring, updating, retrieving, transmitting and deleting personal data where required to provide the services.
Processing will continue for the duration of the engagement and for any limited period reasonably required to complete deletion, return, handover or other post-termination obligations.
Depending on the services, personal data may include:
The parties should identify any special category or sensitive personal data separately before such data is processed.
Data subjects may include:
Social + Sum will process personal data only on documented instructions from the Client unless required to do otherwise by UK law.
The Client's documented instructions may be provided through the agreed scope, proposal, CRM configuration, written instructions or other recorded communication.
Social + Sum will notify the Client if it reasonably believes an instruction infringes applicable data protection law.
Social + Sum will ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations.
Access to personal data will be limited to those who reasonably require it to provide the services.
Social + Sum will maintain appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
Measures may include:
The level of security will take into account the nature of the processing and the risks involved.
The Client gives Social + Sum general authorisation to use appropriate third-party service providers where reasonably necessary to provide the services.
This may include CRM, advertising, email, SMS, analytics, hosting and automation providers.
Social + Sum will remain responsible for entering into appropriate contractual arrangements with subprocessors where required.
Social + Sum will provide information about material changes to subprocessors where required by applicable law.
The Client may raise a reasonable data protection objection to a proposed subprocessor.
Taking into account the nature of the processing, Social + Sum will provide reasonable assistance to the Client where necessary for the Client to respond to lawful requests from data subjects.
This may include requests relating to:
Social + Sum will not respond directly to a data subject request unless instructed by the Client or required by law.
Social + Sum will notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on behalf of the Client.
Where reasonably possible, the notification will include information available about:
The Client remains responsible for determining whether a breach must be reported to the ICO or affected individuals unless otherwise agreed.
Taking into account the nature of the processing and information available to Social + Sum, Social + Sum will provide reasonable assistance to the Client with:
Any assistance requiring substantial additional work may be chargeable where permitted by the agreement.
Where personal data is transferred outside the UK, the parties will take appropriate steps to ensure that the transfer is permitted under applicable data protection law.
The Client acknowledges that third-party platforms used in the services may process data internationally.
At the end of the engagement, Social + Sum will, at the Client's choice, return or delete personal data processed on the Client's behalf, unless applicable law requires continued retention.
The Client should communicate its preferred return or deletion requirement at the end of the engagement.
Social + Sum may retain information where required for legal, accounting, insurance, dispute-resolution or regulatory purposes, subject to applicable data protection obligations.
Social + Sum will provide reasonable information necessary to demonstrate compliance with its processor obligations.
Where required by applicable data protection law, Social + Sum will cooperate with reasonable audits or inspections by the Client or an auditor appointed by the Client.
Audits must:
The Client will bear its own audit costs unless applicable law requires otherwise.
Nothing in these Terms transfers the Client's responsibility for determining whether personal data may lawfully be collected, used or marketed to.
Where Social + Sum uses personal data for its own independent purposes rather than solely on the Client's instructions, Social + Sum may act as a separate controller for that processing.
The parties will cooperate to identify the appropriate role for each processing activity.
On termination, the parties will cooperate to ensure that personal data is appropriately returned, transferred or deleted in accordance with the Data Processing Agreement.
The Client remains responsible for ensuring that any new provider receiving personal data is lawfully entitled to receive it.
These Terms and the documents incorporated into them constitute the entire agreement between Social + Sum and the Client regarding the services.
They replace previous discussions or understandings relating to the same services unless expressly incorporated into the agreement.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.
The parties will seek to replace the affected provision with a lawful provision that most closely reflects the original commercial intention.
A failure or delay by either party to enforce a right under these Terms does not constitute a waiver of that right.
These Terms and the agreement between Social + Sum and the Client are governed by the laws of England and Wales.
The courts of England and Wales will have jurisdiction over disputes, subject to any mandatory rights or protections that apply by law.
By signing a proposal, accepting an order, paying an invoice, instructing Social + Sum to begin work or otherwise proceeding with the services, the Client confirms that it has read, understood and agreed to these Terms and the documents incorporated into them.
What we commit to, and how it's handled if we don't hit it.
As part of your engagement, your agreement includes a performance guarantee designed to give you additional confidence in the process.
Because every client has a different market, average project value, service area, ad budget and sales process, the specific guarantee metrics and thresholds are not one-size-fits-all.
Rather than asking you to sign a generic guarantee during onboarding, we will provide your individual Guarantee Document separately once your campaign and commercial parameters have been confirmed.
That document will clearly set out:
The purpose of the guarantee is to ensure that the part of the process we control is measurable and accountable. We do not guarantee closed clients or revenue, as those outcomes also depend on factors outside our control, including your consultation, quoting and closing process.
Your individual guarantee will therefore be agreed based on the economics and requirements of your business, rather than applying an arbitrary figure across every client.
You will receive and sign the separate Guarantee Document before your campaign goes live.
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