Terms of Engagement

Last updated: October 2025

 

1.0 Definitions and Interpretation 

In these Terms of Engagement, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement”	means the contract between You and Us comprising Our Proposal and these Terms of Engagement;
“Business Day”	means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the United Kingdom;
“Client Materials”	means any and all materials which You may provide to Us for use in the provision of the Services;
“Commencement Date”	means the date on which the Agreement shall come into force, being the date on which You accept the Proposal;
“Confidential Information”	means information which is confidential in nature and which is disclosed to You or Us by the other party pursuant to or in connection with the Agreement (whether orally or in writing, and whether or not the information is expressly stated to be confidential or marked as such);
“Data Protection  Legislation”	means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
“Deliverables”	means any and all materials created by Us in the course of providing the Services;
“Intellectual Property Rights”	means: (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights (including but not limited to the right to extract or exploit information from a database),  know-how, rights in designs, inventions and processes; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist in any part of the world; and (d) the right to sue for past infringements of any of the foregoing rights;
“Fees”	means the fees payable for the Services set out in the Proposal;
“Proposal”	means the written proposal prepared by Us and emailed to You setting out the scope of the Services;
“Required Materials”	means the information concerning Your business and activities and other materials required by Us in order to provide the Services;
“Services”	means the services to be provided by Us to You as set out in the Proposal (or as may be agreed by You and Us in writing from time to time);
“Us” or “We”	means Valentina Nadalini (trading as VN Creative Media) whose trading address is at  40 Stoughton Avenue, Cheam SM3 8PQ; and
“You”	means the individual, company, partnership or other body corporate to whom the Proposal is addressed.

 

2.0 Our Engagement as Consultant

2.1 We shall provide the Services set out in the Proposal to You in accordance with the terms of the Agreement.  

2.2 In the event of any conflict between the provisions of these Terms of Engagement and the provisions of the Proposal, the provisions of the Proposal shall prevail.

2.3 We shall at all times during the term of the Agreement provide the Services as an independent contractor.  

2.4 The Services provided by Us (and any staff engaged by Us) under the Agreement will at all times be under Our exclusive supervision, direction and control.  We shall ensure that any staff engaged by Us to provide the Services to You have the requisite skills and experience to provide the Services.

2.5 We are responsible for organising when and how the Services are provided.  In so doing, We shall liaise with You to ensure that due account is taken of Your requirements.

2.6 The engagement under the Agreement is mutually non-exclusive.  That is to say that at any time:

2.6.1 We can provide to other clients services which are the same as or similar to the Services; and 

2.6.2 You can engage other contractors to provide You with services which are the same as or similar to the Services. 

2.7 Our engagement and appointment under the Agreement will not create any mutual obligations on the part of You or Us to offer or accept any further engagement, and no continuing relationship shall hereby be created or implied.

 

3.0 Our Status as Consultant

3.1 We shall at all times be an independent contractor, and shall be responsible for all taxes and contributions in respect of the Fees payable to Us under the Agreement.

3.2 Nothing in the Agreement shall be deemed to create any:

3.2.1 partnership, joint venture or agency between You and Us; 

3.2.2 employment relationship between You and Us; or 

3.2.3 other fiduciary relationship between You and Us, 

other than the contractual relationship expressly provided for in the Agreement.

 

4.0 Our obligations as Consultant

4.1 We shall provide the Services to You with reasonable skill and care, commensurate with prevailing standards in the paid media management industry in the United Kingdom.

4.2 Dates set out in the Proposal for the delivery of the Services shall be estimates only, and are subject to change.  Accordingly, time shall not be of the essence of the Agreement

4.3 We shall act in accordance with the terms of the Agreement and shall use all reasonable endeavours to comply with reasonable instructions given by You, provided that such instructions are compatible with the scope of the Agreement.  For the avoidance of doubt, We may consult with You on the provision of the Deliverables, but We shall at all times have the final say in relation to their content.

4.4 We make no guarantees, warranties or representations with regard to the results of any paid media management campaign to be provided as part of the Services.  Whilst We will act at all times in accordance with Our obligations under the Agreement, You understand that campaign results are influenced by many factors, are not in Our control and that We shall not be liable in respect of them.

4.5 We shall use all reasonable endeavours to accommodate any reasonable changes to the Services that may be requested by You, subject to Your agreement to pay any additional fees that result from any such changes. 

 

5.0 The Services

5.1 We agree to provide to You for the duration of the Agreement:

5.1.1 the Services set out in the Proposal; and

5.1.2 such other services as You and We may agree in writing from time to time.

 

6.0 Your Obligations

6.1 You shall co-operate with Us in all matters relating to the provision of the Services.

6.2 Without prejudice to the generality of Clause 6.1, You warrant and undertake that You:

6.2.1 shall provide the Required Materials to Us in a timely manner, and ensure that they are accurate and complete;

6.2.2 shall provide Us (if required) with access to Your paid media accounts;

6.2.3 are permitted to provide the Required Materials and access referred to in Clauses 6.2.1 and 6.2.2;

6.2.4 shall inform Us without delay if the access credentials or any of the information contained in the Required Materials shall change;

6.2.5 shall obtain and maintain all necessary licences, permissions and consents which may be required for Us to provide the Services (including without limitation those required in respect of the Client Materials);

6.2.6 shall ensure that the Client Materials do not infringe any applicable laws, regulations or third party rights, and do not include material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights;

6.2.7 shall maintain back-ups of all the Client Materials;

6.2.8 shall provide Us, in a timely manner, with such access to Your premises, systems, data, paid media accounts and other information or facilities as may be required by Us for the purposes of carrying out the Services (including such information and/ or access as may be specified in the Proposal); 

6.2.9 shall maintain the security of the paid advertising accounts specified in the Proposal; 

6.2.10 shall pay all third party fees (including but not limited to any fees charged by Google, Pinterest, Instagram, Facebook or any similar platform) in connection with which the Services are provided, and agree that should You fail to pay those fees, and access to the relevant third party accounts is blocked, We shall be under no obligation to provide the Services whilst access is blocked, but You shall still be required to pay the Fees to Us under the Agreement; 

6.2.11 shall comply with any additional responsibilities set out in the Proposal.

6.3 You agree that We shall not be liable for any delays in the provision of the Services and/ or the Deliverables that may result from Your delay or failure to comply with any of Your obligations under this Clause 6 or any other of Your obligations under this Agreement.

6.4 You shall indemnify Us for any costs or losses incurred by Us as a result of any default under this Clause 6 on Your part.

 

7.0 Fees and Expenses

7.1 In consideration of Our agreement to provide the Services, You shall pay to Us the Fees set out in the Proposal.  All Fees are payable in advance (unless specified otherwise in the Proposal).

7.2 The Fees set out in the Proposal may be subject to change where:

7.2.1 You request additional services which were not included in the Proposal; or

7.2.2 We advise You that additional services other than those anticipated in the Proposal are required to complete the project to which that Proposal relates.

7.3 You shall reimburse Us for any expenses reasonably incurred in the proper performance of Our obligations under the Agreement (the “Expenses”), provided these are agreed with You in advance.  We shall provide You with such evidence of actual payment of the Expenses as You may reasonably require.

7.4 Payment of the Fees and any Expenses shall be due within seven (7) days of the date of Our invoice for the said Fees and any Expenses, in accordance with the payment instructions set out on Our invoice.

7.5 All payments made under the Agreement shall be expressly exclusive of value added tax (if charged).

7.6 We reserve the right:

7.6.1 to charge interest on any overdue sums at the rate of 4% above the base rate of the Bank of England from time to time from the due date for payment until payment is made in full; 

7.6.2 to reclaim from You the costs of recovering any overdue sums under Clause 7.6.1 above; and / or

7.6.3 to terminate the Agreement for non-payment, in accordance with Clause 11.2.1 below.

7.7 You shall not be entitled to withhold, for any reason, any payments due to Us under the Agreement.

 

8.0 Intellectual Property Rights

8.1 All Intellectual Property Rights subsisting in the Required Materials, and in any other Client Materials shall at all times remain Your property (or the property of Your licensors, as appropriate).  Nothing in the Agreement shall vest any rights in any material provided by, or otherwise belonging to You (or Your licensors, as appropriate) in Us.  You hereby grant to Us (and any sub-contractor appointed by Us under Clause 21.3 below) a limited, non-exclusive, non-transferable, revocable, worldwide licence to use any and all Required Materials and any other Client Materials for the purposes of providing the Services in accordance with the Agreement.

8.2 Upon receipt in full by Us of all fees due under Clause 7, the copyright and any and all other Intellectual Property Rights subsisting in any paid media marketing content created by Us during the term of the Agreement shall be assigned to You, and We shall be deemed to have waived any and all moral rights in respect of the same.  We shall execute all documents and take all actions reasonably requested by You to document, obtain, maintain, perfect or assign Our rights in such content.

 

9.0 Warranties and Indemnity

9.1 Each party warrants to the other that it has the full power and authority to enter into the Agreement and to perform its obligations thereunder.

9.2 We represent, warrant, undertake and agree with You that all content produced by Us in the course of providing the Services (including, but not limited to, any paid media marketing content) shall be original to Us (save to the extent that it incorporates any of the Required Materials or other Client Materials), and shall not infringe any Intellectual Property Rights belonging to a third party.

9.3 You represent, warrant, undertake and agree with Us that the Required Materials and any other Client Materials shall be original to You (or that, where any Required Materials or other Client Materials are provided by a third party, You have received the necessary consents, permissions or licences to use them) and shall not infringe any Intellectual Property Rights belonging to a third party.

9.4 You shall indemnify Us against all claims, costs and expenses which We may incur and which arise either directly or indirectly from Your breach of any of Your obligations under the Agreement.

 

10.0 Confidentiality

10.1 You and We undertake that, except as provided by sub-Clauses 10.2, 10.3 and 10.4 below, or as authorised in writing by the other party, You and We shall:

10.1.1 keep confidential all Confidential Information;

10.1.2 not disclose any Confidential Information to any other party;

10.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

10.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

10.1.5 use reasonable endeavours to ensure that none of our respective directors, officers, employees, agents, sub-contractors or advisers do any act which if done by You or Us would be a breach of sub-Clauses 10.1.1 to 10.1.4 above.

10.2 You and We may disclose any Confidential Information to:

10.2.1 any of our respective sub-contractors or suppliers;

10.2.2 any governmental or other authority or regulatory body; or 

10.2.3 any of our respective employees or officers or of any of the aforementioned persons, parties or bodies.

10.3 Disclosure under sub-Clause 10.2 may be made only to the extent necessary for the provision of the Services under the Agreement, or as required by law.  In each case the disclosing party shall first inform the person, party or body in question that the Confidential Information is and must be kept confidential, and may only be used for the purpose for which the disclosure was made. 

10.4 You or We may use or disclose any Confidential Information if it is or becomes public knowledge through no fault of You or Us as the disclosing party. 

10.5 The provisions of this Clause 10 shall continue in force after the termination of the Agreement.

 

11.0 Termination

11.1 The Agreement shall terminate once We have provided the Services set out in the Proposal (together with such amendments or additional Services as may have been agreed in writing by You and Us in accordance with Clause 5.1.2).

11.2 Without prejudice to any other right or remedy available to it, the Agreement may be terminated forthwith by written notice in the following circumstances:

11.2.1 any sum owing by You to Us is not paid within seven (7) days of the due date for payment;

11.2.2 You commit any other breach of any of the Agreement and, if the breach is capable of remedy, fail to remedy it within five (5) Business Days after being given written notice of the breach;

11.2.3 a receiver is appointed in respect of any of Your property or assets, or You make a voluntary arrangement with Your creditors or become subject to an administration order (within the meaning of the Insolvency Act 1986) or go into liquidation;

11.2.4 You cease, or threaten to cease, to carry on business; or

11.2.5 control of You is acquired by any person or connected persons not having control of You on the Commencement Date.  For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

 

12.0 Effects of Termination

Upon the termination or expiry of the Agreement for any reason:

12.1 any sum owing by either party to the other under any of the provisions of the Agreement shall become immediately due and payable;

12.2 all licences granted to Us by You to use the Required Materials, any and all other Client Materials shall terminate immediately;

12.3 We shall, at Your request, either promptly return or destroy all Required Materials, and other Client Materials in Our possession and/or control;

12.4 each party shall immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other party (including, but not limited to, Your access credentials) and shall at the other party’s request, either promptly return or destroy all such Confidential Information in its possession and/or control;

12.5 all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;

12.6 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of the Agreement which existed at or before the date of termination; and

12.7 subject as provided in this Clause 12 and except in respect of any accrued rights, neither party shall be under any further obligation to the other.

 

13.0 Non-solicitation

During the period of the Agreement and for a period of six (6) months following its termination, You shall not directly or indirectly solicit or engage to provide services for You, any person who is or was engaged by Us and with whom You have dealt, or who has provided the Services (or any part of them) to You, during the period of the Agreement. 

 

14.0 Limitation of Liability

14.1 We shall not be liable to You for any of the following heads of excluded loss arising out of or in connection with the Agreement:

14.1.1 loss of profit;

14.1.2 loss of sales or business;

14.1.3 loss of agreements or contracts;

14.1.4 loss of anticipated savings;

14.1.5 loss of use or corruption of software, data or information;

14.1.6 loss of or damage to goodwill; and / or

14.1.7 other direct, special, economic or consequential loss or damages.  

14.2 We shall not be liable to You for:

14.2.1.any loss arising from delay in the provision of the Services, howsoever caused.  Time shall not be of the essence in relation to the provision of the Services; and/ or

14.2.2 any loss arising from any action taken by a third party (including Facebook, Google and/ or any similar platform) including, without limitation, any action to suspend or terminate Your paid advertising account.

14.3 Our total liability to You in respect of any claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount of Fees paid by You for that part of the Services that directly gives rise to the said liability.  

14.3 You shall notify Us in writing of any intention to make a claim within 6 months of the date on which You became (or ought reasonably to have become) aware of the event(s) giving rise to that claim.  We shall not be liable for any claim in respect of which You have failed to give notice in accordance with this Clause 14.4.

 

15.0 Force Majeure

Neither party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental action or any other event that is beyond the control of the party in question.

 

16.0 Data Protection

16.1 We are a data controller in Our own right in relation to any personal data You provide to Us for the purpose of providing the Services.  We will comply with Our legal obligations in relation to such data, as set out in Clause 16.2 below.  You must ensure that any provision by You of such personal data is lawful, and is in compliance with the Data Protection Legislation.

16.2 All personal information that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights under the Data Protection Legislation.  For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy available from Our website.

 

17.0 Variation

No variation of the Agreement shall be effective unless it is in writing and signed by You and by Us.

 

18.0 No Waiver

No failure or delay by You or Us in exercising any of the rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by You or Us of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

19.0 Further Assurance

You and We shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

 

20.0 Assignment and Sub-Contracting 

20.1 You may not assign, transfer, mortgage, charge (otherwise than by floating charge), sub-licence or otherwise delegate any of Your rights under the Agreement, or sub-contract or otherwise delegate any of Your obligations under the Agreement without Our written consent in advance.

20.2 We may assign, transfer, mortgage, charge (otherwise than by floating charge), sub-licence or otherwise delegate any of Our rights under the Agreement.

20.3 We shall be entitled to perform any of Our obligations under the Agreement through suitably qualified and skilled sub-contractors, and for that purpose to allow any sub-contractor to use the Client Materials and/ or Required Materials. 

20.4 Subject to the above provisions of this Clause 20, the Agreement shall continue and be binding on Your and / or Our transferees, successors and assigns, as required.

 

21.0 Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement. 

 

22.0 Notices

22.1 All notices under the Agreement shall be in writing, and shall be:

22.1.1 Delivered by hand or by pre-paid first class post or courier at its registered office; or

22.1.2 Sent by email to the address specified by the relevant party.

22.2 Notices shall be deemed to have been received:

22.2.1 when delivered, if delivered by hand, by courier or by registered mail during normal business hours of the recipient; 

22.2.2 when sent, if transmitted by e-mail (or, if this time falls outside normal business hours, then when business hours resume); or

22.2.3 on the second Business Day after posting, if sent by pre-paid first class post.

 

23.0 Entire Agreement

23.1 The Agreement contains the entire agreement between You and Us and supersedes and extinguishes all previous agreements, assurances, warranties, representations and understandings between You and Us with respect to its subject matter.

23.2 You and We acknowledge that, in entering into the Agreement, You and We do not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in the Agreement, and shall have no remedies in respect thereof.

 

24.0 Severance

24.1 In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement.  The remainder of the Agreement shall be valid and enforceable.

24.2 If any provision or part-provision of the Agreement is deemed deleted under Clause 24.1, You and We shall negotiate in good faith to agree a replacement provision that (to the greatest extent possible) achieves the intended commercial result of the original provision.

 

25.0 Dispute Resolution

25.1 Any dispute, controversy or claim between You and Us arising out of or in connection with the Agreement (a “Dispute”) shall be resolved in accordance with the remainder of this Clause 25.

25.2 In the event of a Dispute arising, either party shall give the other party written notice of the Dispute, setting out its nature and particulars (a “Dispute Notice”) together with the supporting documents.

25.3 On service of the Dispute Notice, You and We shall attempt in good faith to resolve the Dispute.

25.4 If, within 30 days, the Dispute has not been resolved by You and Us pursuant to Clause 25.3, You and We shall attempt to resolve the Dispute by mediation in accordance with the CEDR Model Mediation Procedure.  Unless otherwise agreed by the parties, the mediator shall be appointed by CEDR.  You or We may initiate mediation under this clause by serving an ADR notice on the other party requesting mediation, with a copy of the ADR notice being sent to CEDR.

25.5 If the Dispute is not resolved within 90 days after service of the ADR Notice, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Clause 27.

 

26.0 Governing law

The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.

 

27.0 Jurisdiction

Each party irrevocably agrees that the courts of England & Wales have exclusive jurisdiction to determine any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with the Agreement or its subject matter or formation.

 

By making this purchase, I acknowledge I have read and understood the Terms of Engagement set out above and I confirm acceptance of the agreement.