Terms & Conditions

Last updated: 1st January 2025

1.1. These Terms & Conditions govern the relationship between Disrupt Search Studios (“we”, “us”, “our”) and clients (“you”, “your”).
1.2. By engaging our services, making a payment, or otherwise instructing us to begin work, you agree to be bound by these Terms & Conditions.

2.1 We provide SEO, PPC, Paid Social Media advertising, Social Media management, graphic design, videography, photography, UX design, web development, web hosting, web app development, and hosting as agreed in writing with you.
2.2 Any additional work outside the agreed scope will be subject to additional charges.
2.3 We will use reasonable skill and care in delivering our services, but results may vary due to factors beyond our control.

3.1 Fees will be agreed upon before work commences, except in cases where the nature of the request does not allow for prior agreement. In such cases, we reserve the right to charge a reasonable fee based on the work required, which will be invoiced accordingly.
3.2 Payment terms vary depending on the type of engagement. For projects, payment is required as 50% upfront and 50% on completion. Projects will not commence until the upfront payment has been received. For retainer work, payment must be made in full upfront on a monthly basis.
3.3 Invoices must be paid within 14 days of issuance unless agreed otherwise.
3.4 Late payments may incur interest at a rate of statutory interest, which is 8% plus the Bank of England base rate for business-to-business transactions and may result in service suspension. Interest will begin to accrue on invoices unpaid beyond 10 days from the due date.
3.5 Deposits are non-refundable and required to secure project commencement.
3.6 If payment is not received within 14 days, all work will be suspended until payment is made. If invoices remain unpaid beyond 30 days, we reserve the right to pause or terminate services.
3.7 Last-Minute Requests & Rush Fees: Requests requiring expedited delivery, work outside regular business hours, or work that disrupts previously scheduled projects may be subject to an emergency or rush fee. If the urgency of the request does not allow time for prior agreement on fees, we reserve the right to charge a reasonable rush fee based on the resources required, which will be invoiced accordingly.

4.1 You retain ownership of all pre-existing intellectual property provided to us.
4.2 The intellectual property for all work produced remains with us unless otherwise agreed in writing. This excludes any third-party assets requiring separate licences.
4.3 Source files, raw files, or working files remain our property unless otherwise agreed.
4.4 We reserve the right to use completed work in our portfolio unless otherwise agreed.

5.1 Both parties agree to keep client customer data confidential unless disclosure is required by law or agreed in writing. This does not extend to general industry knowledge or methodologies.
5.2 Confidentiality obligations continue only for client customer data and do not apply to general business knowledge, strategies, or methodologies.

6.1 We will not be liable for indirect, consequential, incidental, special, punitive, or economic losses, including but not limited to loss of profits, data, business opportunities, or reputational damage.
6.2 Our total liability under these Terms, whether in contract, tort, or otherwise, will not exceed the total amount paid for the specific service in dispute within the preceding 3 months
6.3 You agree to indemnify and hold us harmless against any claims, demands, damages, liabilities, costs, and expenses (including legal fees) arising from the use of our services.
6.4 We are not responsible for third-party software failures, hosting issues, security vulnerabilities, or changes to search engine algorithms affecting SEO rankings, advertising performance, or website functionality.
6.5 The client is solely responsible for legal compliance (e.g., GDPR, advertising laws, accessibility standards) unless a compliance service is specifically included in the contract. We do not assume liability for regulatory penalties or legal claims resulting from non-compliance.
6.6 We do not guarantee specific results from marketing, design, or development efforts as these are influenced by factors outside our control, including market trends, consumer behaviour, algorithm changes, and third-party platform policies.
6.7 You acknowledge that digital services may be affected by downtime, cyber threats, or technical disruptions beyond our control. We will take reasonable measures to prevent and mitigate such risks but will not be liable for resulting losses.

7.1 For project-based work, either party may terminate the agreement with 30 days’ written notice. For retainer agreements, a minimum notice period of 90 days applies unless otherwise agreed in writing.
7.2 Termination must be made in writing via email and formally acknowledged by the receiving party.
7.3 We may terminate the agreement immediately if payments are not made or if there is a material breach of these Terms.
7.4 Upon termination, any outstanding work must be paid for in full before the transfer of assets.
7.5 A kill fee may apply if a project is terminated after substantial work has been completed. The fee amount will be determined based on the percentage of work completed at the time of termination, with a minimum charge of 50% of the remaining project fee unless otherwise agreed in writing.

8.1 We may update these Terms from time to time, and the latest version will apply to all new work.
8.2 These Terms are governed by English law, and disputes shall be settled in the courts of England and Wales.

9.1 Neither party will be liable for delays or failures caused by circumstances beyond their control, including but not limited to natural disasters, government actions, or technical failures.

10.1 If any provision of these Terms is found to be invalid, the remaining provisions will still apply.
10.2 These Terms constitute the entire agreement between us and supersede prior agreements.

For any questions regarding these Terms, please contact accounts@disruptsearchstudios.com.