TSLTD Limited t/a Lincolnshire Marketing – General Terms & Conditions of Business (Effective 1 November 2025)

1. Definitions and Interpretation

1.1 In these Terms, the following expressions have the meanings set out below unless the context requires otherwise:
“Client” means the customer receiving Services from Lincolnshire Marketing.
“Company” means TSLTD Limited trading as Lincolnshire Marketing.
“Agreement” means any contract between the Client and the Company comprising these Terms and any associated proposal, quotation or statement of work.
“Services” means the marketing, design, digital, hosting, consultancy or related services supplied by the Company to the Client.
“TomCRM” means the CRM software platform licensed via TomCRM Limited and made available to the Client during the Term.
“Term” means the period during which Services are supplied under a rolling monthly arrangement, commencing on the agreed start date and continuing until terminated in accordance with these Terms.
1.2 References to “writing” include email. Headings are for convenience only and do not affect interpretation.

2. Agreement and Term

2.1 These Terms apply to all Services supplied by the Company and supersede any previous agreements or representations, unless otherwise agreed in writing.
2.2 The Agreement shall commence on the date work begins or payment is received, whichever occurs first, and shall continue on a rolling monthly basis.
2.3 Either party may terminate the Agreement by providing written notice (email acceptable). Termination shall take effect at the end of the calendar month in which notice is given.
2.4 The Company reserves the right to amend these Terms from time to time. Updated Terms will be deemed accepted by the Client upon continued use of Services or payment of subsequent invoices.

3. Scope of Services

3.1 The Company shall perform the Services described in the relevant proposal, quotation, or agreement with reasonable skill and care.
3.2 Any additional Services requested by the Client and agreed by the Company will be chargeable at the Company’s standard rates.
3.3 The Company does not guarantee specific marketing outcomes or performance metrics (such as increased sales, traffic or engagement).

4. Fees and Payment

4.1 Fees are payable monthly in advance by Direct Debit for the forthcoming month’s Services.
4.2 All prices are exclusive of VAT unless otherwise stated.
4.3 Invoices are payable immediately on presentation unless otherwise agreed in writing.
4.4 The Company reserves the right to suspend Services where payment is overdue by more than seven days.
4.5 Interest on overdue sums shall accrue daily at 4% above the Bank of England base rate.
4.6 No set-off or deduction may be made from payments due to the Company.

5. Third-Party Costs and Expenses

5.1 The Client is responsible for all third-party expenses not expressly included in the agreed monthly fee, including but not limited to advertising spend, paid media, printing, distribution, event costs, or promotional materials.
5.2 The Company will not incur third-party costs on behalf of the Client without written approval. Approved expenses will be invoiced separately and payable within seven days.

6. Third-Party Accounts and Platforms

6.1 Any advertising or analytics accounts (e.g., Meta Ads, Google Ads) managed by the Company on behalf of the Client shall remain the property of the Client.
6.2 The Client is responsible for all costs and billing within such accounts.
6.3 The Company shall not be liable for platform outages, policy changes, or other actions taken by third-party service providers.

7. TomCRM Licence

7.1 Access to TomCRM is provided under licence during the active Term of this Agreement.
7.2 The Company is not liable for any outage, pricing change, or limitation imposed by TomCRM Limited or any third-party system supporting it.
7.3 The Client shall not use TomCRM for unlawful or unsolicited communication.
7.4 Any additional fees charged by TomCRM Limited or its providers (e.g., overage, API or usage fees) will be passed to the Client at cost.

8. Hosting and Maintenance

8.1 The Company provides hosting services via reputable third-party servers.
8.2 While reasonable efforts will be made to maintain uptime, no guarantee of uninterrupted service is given.
8.3 The Company shall not be liable for downtime, data loss, or service interruption outside its direct control.
8.4 Hosting will cease immediately upon non-payment or termination of the Agreement.

9. Intellectual Property

9.1 All intellectual property created by the Company in connection with the Services shall become the property of the Client once all invoices have been paid in full.
9.2 The Company retains the right to use completed work for marketing and portfolio purposes.
9.3 The Company reserves the right to suspend hosting or access to materials if payment is not maintained.

10. Liability and Indemnity

10.1 The Company’s total liability arising from or in connection with this Agreement shall not exceed the total amount of fees paid by the Client in the three months preceding the event giving rise to the claim.
10.2 The Company shall not be liable for indirect or consequential loss, including loss of profit, goodwill, data, or reputation.
10.3 The Client shall indemnify the Company against any loss, damage, or claim arising from the Client’s materials, instructions, or misuse of the Services.
10.4 The Company shall not be liable for any costs or losses arising from third-party suppliers, advertising platforms, or promotional materials not expressly included in the Agreement.

11. Data Protection (GDPR)

11.1 Each party agrees to comply with the UK GDPR and the Data Protection Act 2018.
11.2 The Client acts as Data Controller and the Company acts as Data Processor for any personal data processed on the Client’s behalf.
11.3 The Company shall process data only as necessary to perform the Services and shall maintain appropriate security measures.
11.4 Upon termination, data will be deleted or returned to the Client upon request, subject to full payment of all fees.

12. Termination and Suspension

12.1 Either party may terminate the Agreement by written notice at any time, effective at the end of that calendar month.
12.2 The Company may terminate or suspend Services immediately if the Client:
a) fails to pay any amount due;
b) commits a material breach of this Agreement;
c) becomes insolvent; or
d) uses the Services in a manner likely to damage the Company’s reputation.
12.3 On termination, all fees up to the end of the notice period remain payable and Services will cease.

13. Force Majeure

13.1 The Company shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including but not limited to power failure, internet outage, natural disaster, or industrial action.

14. Confidentiality and Publicity

14.1 Each party shall keep the other’s confidential information private and shall not disclose it without consent, except where required by law.
14.2 The Company may refer to the Client by name and use examples of completed work for marketing and portfolio purposes once publicly launched.

15. Compliance and Conduct

15.1 Both parties shall comply with all applicable laws, including anti-bribery, anti-slavery, and advertising regulations.
15.2 The Client shall not act in any manner that may bring the Company into disrepute.

16. General Provisions

16.1 These Terms constitute the entire agreement between the parties and supersede all prior discussions or representations.
16.2 No variation shall be effective unless agreed in writing by both parties.
16.3 If any provision is found invalid, the remainder shall remain in full force and effect.
16.4 Notices must be sent by email or to the registered office address of the recipient.
16.5 This Agreement is governed by the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the English courts.

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TSLTD Limited t/a Lincolnshire Marketing | Registered in England & Wales No. 14021556 | Registered Office: 3 Ashworth Close, Lincoln, LN6 7HN

17. Additional Provisions

17.1 Client Responsibilities and Approvals
The Client shall provide the Company with all information, approvals, materials, and access reasonably required to deliver the Services. The Company may rely on instructions or approvals given by any representative of the Client who appears to have authority. Delays or additional work caused by late, incomplete, or inaccurate information may result in revised timelines or additional charges.

17.2 Right to Subcontract
The Company may subcontract elements of the Services to suitably qualified third parties, provided that it remains responsible for the overall delivery and quality of the Services.

17.3 Non-Solicitation
The Client shall not, without the Company’s prior written consent, directly or indirectly solicit, engage, or employ any employee, freelancer, or contractor of the Company during the term of this Agreement or within 12 months of its termination.

17.4 Annual Fee Adjustment
The Company may review and adjust its fees annually on 1 January in line with the UK Consumer Prices Index (CPI) plus up to 2%, by providing at least 30 days’ written notice to the Client.

17.5 Limitation on Claims Period
Any claim or cause of action by the Client arising from or in connection with this Agreement must be brought within 12 months of the event giving rise to the claim. Thereafter, the Client shall have no further right to bring any claim against the Company.

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TSLTD Limited t/a Lincolnshire Marketing | Registered in England & Wales No. 14021556 | Registered Office: 3 Ashworth Close, Lincoln, LN6 7HN