Terms and Conditions

About us

These Terms and Conditions (the “Terms”) govern the relationship between 360 Smart Solutions Limited (“we”, “us”, “our”, or “the Company”) and any individual or business entity (“you” or “the Client”) that engages our services or accesses our website.

By engaging our services, signing a proposal or statement of work, or continuing to use our website, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not engage our services or use our website.

Our services

360 Smart Solutions Limited provides digital marketing and SEO services including, but not limited to: search engine optimisation (SEO), on-page and technical SEO, content marketing, email marketing, AI-driven marketing consultancy, and associated reporting and strategy services (collectively, the “Services”).

The precise scope of Services to be delivered in any engagement will be set out in a written Proposal, Statement of Work, or Service Agreement issued by us and accepted by you (together, the “Engagement Document”). In the event of any conflict between these Terms and an Engagement Document, the Engagement Document shall take precedence in respect of that specific engagement only.

How a contract is formed

A legally binding contract between 360 Smart Solutions Limited and the Client is formed when:

• We issue a written Proposal or Statement of Work detailing the scope, deliverables, timeline, and fees; and
• The Client provides written acceptance of that Proposal, either by signing, by email confirmation, or by making payment of any deposit or initial invoice.

Verbal agreements, informal exchanges, or social media communications do not constitute a binding contract. We reserve the right to decline any engagement at our discretion prior to contract formation.

Fees, invoicing, and payment

4.1 Fee structure

Fees for Services are set out in the applicable Engagement Document. We offer both monthly retainer arrangements and project-based fixed-fee engagements. Retainer fees are billed on a calendar-month basis. Project fees may be structured in agreed instalments as specified in the Engagement Document.

4.2 Invoicing

Unless otherwise agreed in writing, invoices for retainer engagements are issued monthly in arrears. Invoices for project-based engagements are issued in accordance with the milestone or instalment schedule set out in the Engagement Document. All invoices will be issued electronically to the billing contact you have provided.

4.3 Payment terms

All invoices are due for payment within fourteen (14) days of the invoice date unless an alternative period has been expressly agreed in writing. All fees are stated exclusive of VAT. Where VAT is applicable, it will be charged at the prevailing rate and shown separately on the invoice.

4.4 Late payment

Without prejudice to any other rights we may have, if any invoice remains unpaid beyond the due date, we reserve the right to: (a) charge statutory interest on the outstanding amount at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend the provision of Services until all outstanding amounts are settled in full; and (c) recover reasonable debt recovery costs in accordance with that Act.

4.5 Fee reviews

We reserve the right to review and adjust retainer fees at any time, subject to providing the Client with no less than thirty (30) days’ written notice prior to the start of the affected billing period.

Client responsibilities

The successful delivery of our Services is dependent on your timely cooperation. You agree to:

• Provide us with accurate, complete, and up-to-date information and materials as reasonably required to perform the Services
• Grant us necessary access to your website, hosting environment, analytics platforms, and any other systems required to deliver the agreed scope
• Designate a suitably authorised point of contact to provide instructions, approvals, and feedback within agreed timescales
• Review and approve deliverables within the timeframes specified in the Engagement Document
• Notify us promptly of any changes to your business, website, or technical environment that may affect the delivery of the Services

We shall not be liable for any delays, reduced quality of output, or failure to deliver where such issues arise directly from your failure to meet the above responsibilities. Where delays attributable to you cause timeline overruns, we reserve the right to replan or reprice the affected work.

Intellectual property

Upon receipt of full and cleared payment for the relevant Services, all intellectual property rights in the deliverables produced specifically for you under an Engagement Document — including written content, reports, strategies, and recommendations — shall vest in you, the Client.

The following are expressly excluded from this assignment and remain the sole property of 360 Smart Solutions Limited at all times:

• Our proprietary methodologies, processes, frameworks, templates, and know-how
• Any pre-existing intellectual property owned by us and incorporated into deliverables
• Internal tools, systems, software, or data used in the delivery of Services

You grant us a non-exclusive, royalty-free licence to use your brand assets, website content, and any materials you provide solely for the purpose of delivering the Services. We may reference the engagement for portfolio or case study purposes unless you notify us in writing that you object to such use.

Cancellation and termination

7.1 Retainer engagements

Either party may terminate a retainer engagement by providing no less than thirty (30) days’ written notice. Notice must be submitted in writing to the designated contact. During the notice period, Services will continue and invoices will be raised as normal. Fees accrued up to the termination date remain payable in full.

7.2 Project-based engagements

Where a project is cancelled by the Client after contract formation but before completion, fees for work completed and costs reasonably incurred up to the date of cancellation are payable in full. Any agreed deposit is non-refundable.

7.3 Termination for cause

Either party may terminate an engagement with immediate effect by written notice if the other party: commits a material breach of these Terms that is incapable of remedy, or fails to remedy a remediable breach within fourteen (14) days of written notice; becomes insolvent, enters administration, or ceases to trade; or engages in conduct that is unlawful, fraudulent, or damaging to the other party’s reputation.

Upon termination for any reason, all outstanding invoices become immediately due and payable. We will provide reasonable assistance to transition work, subject to all outstanding fees being settled.

Limitation of liability

To the fullest extent permitted by applicable law:

• Our total aggregate liability to you under or in connection with any engagement shall not exceed the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim
• We shall not be liable for any indirect, consequential, special, or incidental loss, including but not limited to: loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss of data
• We shall not be liable for any loss arising from search engine algorithm changes, third-party platform updates, or any matter outside our reasonable control

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the engagement (“Confidential Information”) and not to disclose such information to any third party without the prior written consent of the disclosing party, except where disclosure is required by law or regulation.

This obligation of confidentiality shall survive the termination or expiry of the engagement for a period of two (2) years. It does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate was already known to it prior to disclosure.

Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days of written notice from either party, either party may refer the matter to the exclusive jurisdiction of the courts of England and Wales.

General provisions

11.1 Entire agreement

These Terms, together with any applicable Engagement Document, constitute the entire agreement between the parties in relation to its subject matter and supersede all prior representations, discussions, and agreements.

11.2 Amendments

We reserve the right to update these Terms at any time. Updated Terms will be published on our website. Continued engagement of our Services following publication of updated Terms constitutes your acceptance of the revised version. For active engagements, material changes will be notified with thirty (30) days’ written notice.

11.3 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

11.4 Waiver

No failure or delay by either party to exercise any right or remedy shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11.5 Force majeure

Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, governmental action, or telecommunications failure. The affected party shall notify the other promptly and take all reasonable steps to mitigate the impact.