Definitions 

    You / Customer:

The company or individual requesting the services of Digi Toolbox Ltd.

    We / Us / Company:

Digi Toolbox Ltd, a company registered in England and Wales.

    Service Commencement Date:

The date from which contract terms, notice periods, break clauses, and minimum contract terms are calculated, as defined in Clause 10.

    Initial Fixed Term:

The minimum contract period specified in the accepted estimate or contract.

    Rolling Monthly Term:

The period following expiry of the Initial Fixed Term during which the agreement continues on a month-to-month basis.

1. Estimates & Quotes

1.1  All estimates and quotes are valid for 90 days from the date of issue. After this period the estimate or quote will either be reconfirmed or a new estimate will be provided.

1.2  The quoted price includes the revision allowance set out in Clause 9A. Additional amendments, concept revisions, or a change in marketing objectives beyond this allowance may incur extra charges as set out in Clause 9A.3.

1.3  Unless specified in the estimate or quote, the following expenses, where required, will incur additional costs: printing, stock imagery, photography, photo editing, colour printouts, illustrations, postage and courier services.

2. Acceptance of Work

2.1  Acceptance of an estimate or quote must be confirmed by receipt of a signed contract or written confirmation by email, upon which the project will be scheduled into the studio.

3. Payment

3.1  All invoices must be paid in full within 7 days of the invoice date unless otherwise agreed in writing prior to commencement of work.

3.2  Payment is via Bank Transfer / BACS. Digi Toolbox Ltd is a VAT-registered company.

3.3  Additional work not specified in the agreed estimate or quotation is subject to a separate quotation. Digi Toolbox Ltd reserves the right to accept or decline additional work requests. If accepted, additional work may affect the agreed delivery timeline.

3.4  Digi Toolbox Ltd reserves the right to claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts legislation. Digi Toolbox Ltd may also charge reasonable administration costs incurred in pursuing overdue accounts where such costs exceed statutory compensation. These rights apply without prejudice to any other remedy available to Digi Toolbox Ltd.

3.5  Any customer not on direct debit will incur a £5.00 ex VAT administration fee per invoice.

3.6  All fees stated in estimates, contracts, and invoices are exclusive of VAT unless otherwise stated. VAT shall be charged at the prevailing rate where applicable.

4. Cancellation & Notice Periods

4.1  You may request cancellation of a project or service by email to cancellations@digitoolbox.com or directly to your account manager. You are obliged to pay for all work carried out prior to cancellation and any fees accruing during the applicable notice period.

4.2  Notice periods for each service are set out in Clause 11 (Notice Periods and Contract Terms). Notice must be served in writing in accordance with Clause 11.5.

4.3  For project-based services (including website design, development, branding, design, and photography), cancellation fees are governed by Clause 4A below.

4.4  Ownership of all copyrights and original artwork shall be retained by Digi Toolbox Ltd until all outstanding fees and cancellation charges have been paid in full.

4.5  A 100% cancellation fee is due once the initial design or concept has been presented to the Customer in accordance with Clause 4A.2. All payments are non-refundable upon commencement of a project.

4A.  Cancellation Fees — Design, Branding & Creative Projects

4A.1           Cancellation after commencement: All payments made upon commencement of a project are non-refundable. Where a Customer cancels a project after work has commenced but before the initial concept or design has been presented, a cancellation fee of 50% of the total agreed project value shall be payable by the Customer, less any amounts already paid.

4A.2           Cancellation after presentation of initial concept: A cancellation fee of 100% of the total agreed project value shall be due where the Customer cancels after the initial concept or design has been presented to the Customer. For the purposes of this clause, presentation shall be deemed to have occurred upon the earliest of the following:

• Delivery of the concept or design by email to the Customer’s registered or nominated email address;
• Presentation of the concept or design in a meeting, video call, or telephone call with the Customer or their representative; or
• Upload of the concept or design to any shared platform, portal, or file-sharing service notified to the Customer.

Presentation is deemed effective whether or not the Customer opens, reviews, acknowledges, or approves the concept or design.

4A.3           Hourly rate projects: Where a project is being delivered on an hourly basis and is cancelled by the Customer, the Customer shall pay 100% of all hours billed to the date of cancellation, calculated at the hourly rate specified in the accepted estimate or contract, or where not stated, at Digi Toolbox Ltd’s standard rate of £65.00 per hour ex VAT. In addition, a flat cancellation fee of £250 or 50% of the fee for the remaining estimated hours, whichever is greater, shall also be payable. All rates are exclusive of VAT, which shall be charged at the prevailing rate where applicable.

4A.4           Expenses and third-party costs: Regardless of the stage at which cancellation occurs, the Customer shall reimburse Digi Toolbox Ltd in full for any expenses or third-party costs already incurred in connection with the project, including but not limited to stock imagery, print costs, software licences, and subcontractor fees. These costs are payable immediately upon cancellation.

4A.5           Copyright on cancellation: In the event of cancellation at any stage, all intellectual property rights and copyright in work produced by Digi Toolbox Ltd shall remain vested in Digi Toolbox Ltd until all outstanding fees and cancellation charges have been paid in full. Upon receipt of full payment, Digi Toolbox Ltd shall transfer to the Customer such rights as were agreed in the original estimate or contract.

5. Break Clause — Marketing Services

5.1  Where a break clause is expressly stated in the accepted estimate or contract, the Customer may elect to terminate the agreement at the break date specified in that estimate or contract, subject to the conditions set out in this clause.

5.2  To exercise a break clause, the Customer must serve written notice on Digi Toolbox Ltd. Notice must be received no later than 30 calendar days prior to the break date, regardless of the service type.

5.3  Notice must be submitted in writing to accounts@digitoolbox.com or to the Customer’s named account manager or project lead. Digi Toolbox Ltd shall issue written acknowledgement of receipt within 5 business days of receiving a valid notice. Where acknowledgement has not been issued within 5 business days, notice shall be deemed effective from the date it was originally received by Digi Toolbox Ltd. The notice period shall commence from the date notice is deemed effective.

5.4  If written notice is not received by Digi Toolbox Ltd within the required 30-day notice window set out in clause 5.2, the break clause shall lapse automatically. The agreement shall continue for its full remaining term and all fees for that term shall remain payable in full.

5.5  Upon valid exercise of the break clause, the Customer remains liable for all fees accrued up to and including the break date, plus any fees falling due during the notice period. No refund shall be made in respect of fees paid in advance beyond the break date.

5.6  Digi Toolbox Ltd shall commence an orderly offboarding process upon receipt of valid notice, including the return of access credentials, transfer of assets, and documentation of work completed. The Customer agrees to cooperate fully with this process during the notice period.

5.7  A break clause, where offered, applies only at the specific break date stated in the estimate or contract. It does not create a right to terminate at any other time, nor does it reduce the notice period required for full termination under Clause 11.

6. Non-Payment

6.1  Digi Toolbox Ltd will contact the Customer via email and/or telephone to issue reminders if payment is not received when due.

6.2  The Customer shall assume responsibility for all costs incurred by Digi Toolbox Ltd in the collection of unpaid fees, including legal fees and debt recovery costs necessitated by default in payment.

7. Non-Communication

7.1  If a project is paused due to no communication from the Customer, or is placed on hold pending information from the Customer, for a duration of 14 days or more, the project will be formally placed on hold. Work will not resume until contact is re-established by the Customer. Digi Toolbox Ltd accepts no liability for delays arising from Customer non-communication.

8. Delivery

8.1  Digi Toolbox Ltd understands the importance of delivering projects on time. The Customer must provide all required information and content in good time to enable completion of work within an agreed project schedule.

8.2  Digi Toolbox Ltd reserves the right to engage subcontractors as part of a project where necessary to deliver on time and to the required standard.

9. Images & Content

9.1  Unless specified within the estimate or quote, it is assumed that the Customer will supply all images and written content required for the project.

9.2  If the Customer requires copywriting or images, Digi Toolbox Ltd can provide a separate quote for relevant services or image library costs.

9.3  Digi Toolbox Ltd will not accept any responsibility for copyright infringements caused by materials supplied by the Customer.

9A.  Revisions & Amendments

9A.1           All estimates and contracts include three (3) rounds of revisions unless otherwise stated in the accepted estimate or contract. This allowance applies to each distinct deliverable within a project.

9A.2           A round of revisions means one consolidated set of amendments submitted by the Customer in a single written communication. Multiple separate requests for changes shall be treated as multiple rounds unless all requests are received within 48 hours of the first request and are consolidated by the Customer into a single written communication within that window.

9A.3           Once the included revision allowance has been exhausted, any further amendments requested by the Customer shall be subject to a separate quotation. Where additional revision work is accepted by Digi Toolbox Ltd, it shall be charged at £65.00 per hour ex VAT unless otherwise agreed in writing. Additional revision work may affect the agreed project delivery timeline, and Digi Toolbox Ltd shall not be held liable for delays arising from amendment requests beyond the included allowance.

9A.4           It is the Customer’s responsibility to submit all revision requests in writing by email. Verbal amendment requests shall not be actioned until confirmed in writing. Digi Toolbox Ltd accepts no responsibility for delays, errors, or omissions arising from verbal or informal amendment requests.

9A.5           Following the final round of revisions, or where the Customer confirms satisfaction with the deliverable at any earlier stage, the Customer shall provide written sign-off by email. Delivery of final files, publication, or implementation shall not proceed until written sign-off has been received. Once sign-off has been provided, any further amendments requested by the Customer shall be treated as a new project or additional work and quoted accordingly.

10. Service Commencement Date

10.1            The service commencement date is the date from which contract terms, notice periods, break clauses, and minimum contract terms are calculated. The service commencement date shall be determined as follows, in order of priority:

10.2            Services sold with a website design or development project: Where a marketing service (including SEO or social media management) is sold as part of, or in conjunction with, a website design or development project, the service commencement date shall be the date on which the website is made live and accessible to the public, as confirmed in writing by Digi Toolbox Ltd.

10.3            Standalone marketing services with immediate start: Where a marketing service is sold independently of a website project and no delayed start has been agreed, the service commencement date shall be the date on which written confirmation of the accepted estimate or contract is received by Digi Toolbox Ltd.

10.4            Standalone marketing services with agreed delayed start: Where a delayed start has been agreed in writing between the parties, the service commencement date shall be the date on which work formally commences, as confirmed in writing by Digi Toolbox Ltd to the Customer. For the avoidance of doubt, the execution of an estimate or contract prior to a delayed start does not itself constitute the service commencement date.

10.5            Rolling monthly continuation: Where an initial fixed term has expired and the agreement continues on a rolling monthly basis, the rolling term shall be treated as commencing on the day immediately following the expiry of the initial fixed term.

10.6            Digi Toolbox Ltd shall issue written confirmation of the service commencement date to the Customer at the start of each engagement. This confirmation shall be the definitive record of the commencement date for all contractual purposes. Where no written confirmation has been issued, the commencement date shall be determined by reference to the first invoice raised for that service.

10.7            SEO services sold with a website — billing clarification: Where SEO services are sold as part of a website design or development project, any SEO setup, optimisation, or preparatory work carried out prior to the website go-live date forms part of the website project scope and is included within the agreed website project cost. Such work does not constitute the commencement of an ongoing SEO retainer. The ongoing SEO retainer term, and billing for it, shall commence only from the service commencement date as defined in clause 10.2.

11. Notice Periods & Contract Terms

11.1            Contract Term: The contract term for each service shall be as specified in the accepted estimate or contract. Where no fixed term is stated, the default term shall be rolling monthly, commencing from the service commencement date as defined in Clause 10.

11.2            Post-Term Rolling Continuation: Upon expiry of an initial fixed term, where neither party has served notice of termination, the agreement shall automatically continue on a rolling monthly basis under the terms of this agreement. The Customer shall be notified of the approaching end of their initial term no less than 14 days before expiry.

11.3            Pricing Out of Contract: Where an agreement continues on a rolling monthly basis following the expiry of the initial fixed term, Digi Toolbox Ltd reserves the right to review and revise pricing. The Customer shall be given no less than 30 days’ written notice of any price change. Continued use of the service following the effective date of the price change shall constitute acceptance of the revised pricing.

11.4            Notice Period Schedule: To terminate any service, the Customer must serve written notice in accordance with the following schedule:

For any service not listed above, a notice period of 30 calendar days shall apply unless otherwise stated in the accepted estimate or contract.

11.5            How to Serve Notice: Notice of termination must be submitted in writing to accounts@digitoolbox.com or to the Customer’s named account manager or project lead. Digi Toolbox Ltd shall issue written acknowledgement of receipt within 5 business days. Where acknowledgement has not been issued within 5 business days of receipt, notice shall be deemed effective from the date it was originally received. The notice period shall commence from the date notice is deemed effective.

11.6            Fees During Notice Period: The Customer remains liable for all fees accruing during the notice period, whether or not services are actively used during that time. No refund shall be made in respect of any fees paid in advance beyond the termination date.

11.7            Rolling Monthly Termination: Where a service is operating on a rolling monthly basis, the Customer may terminate by serving the notice period applicable to that service as set out in clause 11.4. The notice period shall commence from the date written acknowledgement of receipt is issued by Digi Toolbox Ltd in accordance with clause 11.5, and shall run for the full notice period from that date regardless of where it falls within a billing cycle. All fees accruing during the notice period remain payable in full.

11.8            Project-Based Services: Photography, branding, design, and development services are delivered on a project basis and are not subject to notice periods. Cancellation of project-based services is governed by Clause 4A of these terms.

12. Auto-Renewal & Post-Term Continuation

12.1            Automatic continuation: Where a fixed term contract reaches its expiry date and neither party has served valid notice of termination in accordance with the notice periods set out in Clause 11, the agreement shall automatically continue on a rolling monthly basis without interruption to service delivery.

12.2            Pricing on continuation: Where an agreement continues on a rolling monthly basis following expiry of the initial fixed term, the pricing in effect at the end of the fixed term shall continue to apply until Digi Toolbox Ltd issues written notice of a price change in accordance with Clause 11.3. The Customer shall not be required to reconfirm acceptance of pricing on rollover.

12.3            Notification of approaching term end: Digi Toolbox Ltd shall issue written notification to the Customer no less than 14 days before the expiry of the initial fixed term, advising that the agreement will continue on a rolling monthly basis unless notice of termination is served. Failure by Digi Toolbox Ltd to issue such notification shall not affect the automatic continuation of the agreement or the enforceability of the applicable notice period.

12.4            Termination following auto-renewal: Following automatic continuation, either party may terminate the agreement by serving written notice in accordance with the notice period applicable to the relevant service as set out in Clause 11. All fees accruing during the notice period shall remain payable in full.

12.5            No fixed term on rollover: For the avoidance of doubt, where an agreement continues on a rolling monthly basis following expiry of the initial fixed term, no new fixed term shall be created. The agreement shall continue on a rolling monthly basis until validly terminated by either party.

13. Errors & Omissions

13.1            It is the Customer’s responsibility to check all proofs thoroughly for accuracy in all respects, including spelling, grammar, and technical accuracy. Digi Toolbox Ltd is not liable for errors or omissions in approved work.

13.2            Written sign-off by email (with approved PDF attached where applicable) is required on all design and artwork prior to release for printing or other implementation. Once sign-off has been received, Digi Toolbox Ltd shall not be liable for errors identified after that point.

14. Printing & Image Costs

14.1            Digi Toolbox Ltd reserves the right to request advance payment to cover upfront costs including stock images and print. Where images need to be purchased, the Customer may be required to pay for these at the time of purchase.

14.2            Depending on printer payment terms, Digi Toolbox Ltd may require print costs to be paid in advance.

15. Copyright & Ownership

15.1            Digi Toolbox Ltd retains ownership of all original artwork, whether preliminary or final, until all outstanding invoices have been paid in full.

15.2            If transfer of full ownership of rights is required by the Customer, the project rate may be increased to reflect this. Ownership of rights to a specific design or concept may be purchased at any time for a recalculation based on the hourly rate and time billed, or the total project cost.

15.3            The Customer shall return all original artwork within 30 days of use unless otherwise agreed in writing.

15A.  Portfolio & Promotional Use

15A.1          Digi Toolbox Ltd reserves the right to use work created for the Customer in its own promotional materials, including but not limited to portfolio displays, case studies, award entries, social media showcases, website content, and presentations to prospective clients. This right applies from the date of delivery of the relevant work.

15A.2          Where the Customer wishes to be excluded from any such promotional use, they must notify Digi Toolbox Ltd in writing. Digi Toolbox Ltd shall honour any reasonable written opt-out request within 14 days of receipt.

15A.3          Any promotional use under this clause shall not disclose commercially sensitive information, including pricing, without the Customer’s prior written consent.

16. Data Protection & Privacy

16.1            Both parties shall comply with all applicable data protection legislation, including UK GDPR and the Data Protection Act 2018, in connection with any personal data processed under or in connection with this agreement.

16.2            Digi Toolbox Ltd shall process any personal data provided by the Customer solely for the purposes of delivering the services agreed under this contract and shall not share such data with third parties except where necessary for delivery of those services or required by law.

16.3            Where Digi Toolbox Ltd engages third-party subcontractors or suppliers in the delivery of services, it shall ensure that appropriate data protection obligations are in place with those parties consistent with the requirements of UK GDPR.

16.4            The Customer is responsible for ensuring that any personal data provided to Digi Toolbox Ltd has been collected and shared in accordance with applicable data protection legislation.

16A.  Email Marketing & Data

16A.1          Where email marketing services are provided, the Customer is responsible for ensuring that all mailing lists, recipient data and permissions comply with applicable laws, including UK GDPR and the Privacy and Electronic Communications Regulations (PECR). Digi Toolbox Ltd shall not be liable for claims, complaints, regulatory penalties or fines arising from lists or data supplied by the Customer.

16A.2          The Customer warrants that all mailing lists provided to Digi Toolbox Ltd have been lawfully obtained, that recipients have provided valid consent or that another lawful basis for contact applies, and that the lists have been appropriately screened against applicable suppression and preference lists.

16A.3          Digi Toolbox Ltd reserves the right to decline to send communications that it reasonably considers may breach applicable data protection or electronic communications legislation.

17. Refunds

17.1            Where a project is cancelled by the Customer after commencement, cancellation fees apply as set out in Clause 4A. Advance payments will be forfeited in lieu of compensation to Digi Toolbox Ltd to cover design time, administration, resources purchased, and research costs.

17.2            If a project is cancelled by Digi Toolbox Ltd due to unforeseen circumstances, any deposit paid will be refunded in full within 30 business days.

17.3            Any third-party costs already incurred including images, copywriting, hosting, software, and domains cannot be refunded.

17.4            Where a refund is due in accordance with these terms, it will be processed within 30 business days of the written request.

17A.  No Guarantee of Results

17A.1          The Customer acknowledges that marketing, SEO, advertising, social media and lead generation results cannot be guaranteed. Digi Toolbox Ltd shall use reasonable skill and care in delivering the services but does not guarantee specific rankings, traffic levels, enquiries, sales, revenue, return on investment, advertising performance, or platform engagement.

17A.2          Results may be affected by factors outside Digi Toolbox Ltd’s reasonable control, including but not limited to algorithm changes by search engines or social media platforms, changes in platform policies or advertising rules, market conditions, competitor activity, and the quality or conversion rate of the Customer’s own products, services, or website.

17A.3          Any projections, estimates, or forecasts provided by Digi Toolbox Ltd in proposals or reports are indicative only and do not constitute a guarantee or warranty of results.

17B.  Third-Party Platforms & Services

17B.1          Digi Toolbox Ltd delivers services using a range of third-party platforms and tools, including but not limited to Meta (Facebook and Instagram), Google, LinkedIn, hosting providers, email marketing platforms, and content management systems. Digi Toolbox Ltd has no control over the operation, availability, policies, or terms of these platforms.

17B.2          Digi Toolbox Ltd shall not be liable for any loss, disruption, or damage arising from: platform outages or downtime; changes to platform algorithms, features, or advertising policies; account suspensions or restrictions imposed by a third-party platform for any reason; discontinuation of platform features or services; or increases in third-party platform costs, including advertising costs.

17B.3          Where a Customer’s account is suspended or restricted by a third-party platform, Digi Toolbox Ltd will use reasonable endeavours to assist with reinstatement but cannot guarantee the outcome. Monthly retainer fees remain payable during any period of suspension or restriction where the cause is attributable to the platform or the Customer rather than to Digi Toolbox Ltd.

17B.4          The Customer is responsible for maintaining access credentials, compliance with third-party platform terms of service, and ensuring that content approved for publication does not breach applicable platform policies.

17C.  Limitation of Liability

17C.1          Digi Toolbox Ltd shall not be liable for any indirect, consequential or special loss arising under or in connection with this agreement, including but not limited to loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss arising from the failure or unavailability of third-party platforms or services.

17C.2          Digi Toolbox Ltd’s total liability under or in connection with this agreement, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Customer to Digi Toolbox Ltd for the relevant service in the three months preceding the event giving rise to the claim.

17C.3          Nothing in this clause shall limit or exclude Digi Toolbox Ltd’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

17C.4          Any claim by the Customer must be notified to Digi Toolbox Ltd in writing within 12 months of the date on which the Customer became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. Claims notified outside this period shall be time-barred.

17D.  Use of Artificial Intelligence

17D.1          Digi Toolbox Ltd may use artificial intelligence tools to support the delivery of services, including for purposes such as research, content ideation, copywriting assistance, design workflows, data analysis, and operational efficiency. The use of AI is a component of our service delivery and does not reduce the scope, standard, or value of the services provided.

17D.2          All AI-assisted outputs are reviewed, edited, and approved by human members of the Digi Toolbox Ltd team before delivery to the Customer. Digi Toolbox Ltd retains responsibility for the quality and accuracy of all deliverables regardless of the tools used in their production.

17D.3          Digi Toolbox Ltd does not use AI tools in ways that would share the Customer’s confidential information with publicly accessible AI training datasets without the Customer’s prior consent.

18. Governing Law

18.1            This agreement and any dispute or claim arising out of or in connection with it, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of England and Wales.

18.2            Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

19. Dispute Resolution

19.1            In the event of a dispute, the parties agree to attempt to resolve the matter through good faith negotiation before commencing any formal legal proceedings.

19.2            The Customer shall pay all arbitration and court costs, reasonable legal fees, and statutory interest on any award of judgment in favour of Digi Toolbox Ltd.

20. Variation

20.1            No variation to these terms and conditions shall be valid or binding unless made in writing and signed by an authorised representative of both parties.

20.2            No verbal agreement, informal email exchange, or course of dealing between the parties shall constitute a variation of these terms unless confirmed in a written document signed by both parties in accordance with clause 20.1.

20.3            Digi Toolbox Ltd reserves the right to update these terms and conditions from time to time. The Customer will be notified of any material changes no less than 30 days before they take effect. Continued use of Digi Toolbox Ltd services following notification shall constitute acceptance of the revised terms.

20.4            Where there is any conflict between these terms and conditions and the terms of an accepted estimate or contract, the terms of the accepted estimate or contract shall take precedence to the extent of the conflict.

21. Acceptance of Terms

21.1            By accepting an estimate or quote for services provided by Digi Toolbox Ltd, the Customer agrees to all terms and conditions as set out in this document.

21.2            These terms apply to all services provided by Digi Toolbox Ltd to the Customer, including all subsequent engagements, unless superseded by a separately signed agreement.