Skeggs Visuals Ltd Standard Terms of Business
Effective 29/09/2026
These Standard Terms apply to every agreement between Skeggs Visuals Ltd and its clients. They form part of the Client Agreement signed by the Client. If the Client Agreement and these terms conflict, the Client Agreement applies.
1. Definitions
1.1 In this Agreement:
• Additional Work means any work outside the Services, as described in clause 6.
• Agreement means the Client Agreement signed by the parties, together with these Standard Terms and, where they apply, the Data Processing Terms.
• Business Day means a day other than a Saturday, Sunday or public holiday in England.
• Client Agreement means the agreement signed by the Provider and the Client that refers to these Standard Terms.
• Client Materials means any logos, images, footage, text, product information, prices, offers and other materials or information supplied by or on behalf of the Client.
• Confidential Information means any information about a party's business, customers, pricing or methods that is not public.
• Data Processing Terms means the Provider's Data Processing Terms, in the version referred to in the Client Agreement.
• Deliverables means the final, edited content the Provider delivers to the Client or publishes for the Client under this Agreement.
• Minimum Term means the minimum term stated in the Client Agreement.
• Monthly Fee means the monthly fee stated in the Client Agreement.
• Personnel means any employee, contractor or freelancer (including photographers, videographers and editors) engaged by the Provider.
• Platforms means the social media, advertising and other third party services on which content is published, including Meta (Facebook and Instagram), TikTok, LinkedIn and Google.
• Provider means Skeggs Visuals Ltd.
• Provider Materials means raw footage, unused photos and edits, project and working files, templates, presets, formats, know-how and methods, whether created before or during this Agreement.
• Services means the services described in the Client Agreement.
• Start Date means the start date stated in the Client Agreement.
1.2 Headings do not affect interpretation. "Including" means including without limitation. A reference to a statute includes it as amended or replaced.
2. Term
2.1 This Agreement starts on the Start Date and continues for the Minimum Term.
2.2 After the Minimum Term ends, this Agreement continues on a monthly basis until either party ends it under clause 15.
3. The Services
3.1 The Provider will provide the Services with reasonable skill and care, in line with the Client Agreement.
3.2 The Provider decides how the Services are carried out, including which Personnel perform them. The Provider remains responsible for the work of its Personnel.
3.3 Any dates or timescales given by the Provider are estimates. Time is not of the essence.
3.4 Deliverables are provided monthly. Deliverables not used in a month because of a delay caused by the Client do not carry over to later months, unless the Provider agrees in writing.
3.5 The Client acknowledges that results such as reach, followers, engagement, leads and sales depend on factors outside the Provider's control, including Platform algorithms, ad spend, market conditions and the Client's own offer and follow-up. The Provider does not guarantee any particular result.
3.6 Where email campaigns are included in the Client Agreement, the parties will agree in writing the automated campaigns to be set up and the schedule or conditions that trigger them. The Provider will set up and maintain those automations.
3.7 Any additional or one-off email campaigns, or changes to the agreed automations, may be charged as Additional Work under clause 6.
4. Client obligations
4.1 The Client will:
1. give the Provider the access it reasonably needs to the Client's Platform accounts, using the Platform's own user roles or permissions wherever possible;
2. supply Client Materials and information promptly and respond to reasonable requests within 3 Business Days;
3. make sure all Client Materials, prices, offers, opening times and claims it supplies are accurate, lawful and not misleading;
4. make sure it owns or has permission to use all Client Materials, and that the Provider may use them to perform the Services;
5. for shoots at the Client's premises, provide safe access and obtain any consent needed from its staff, members or customers who may appear in the content; and
6. comply with the terms and policies of each Platform used for its accounts.
4.2 If the Client fails to meet its obligations, the Provider is not responsible for any resulting delay or failure, and the Monthly Fee remains payable.
4.3 The Provider will tell the Client in advance of each shoot what it reasonably needs, such as access to premises and facilities and the availability of staff, members or products. If the Client cannot provide these, the Provider may delay or cancel the shoot and will try to rearrange it. Any delay or cancellation may in turn delay content or ad production. This is not a breach by the Provider, and the Monthly Fee remains payable.
5. Publishing and approvals
5.1 The Provider will publish content using its professional judgement and in keeping with the Client's brand.
5.2 The Client may ask the Provider to edit or remove any published content at any time. The Provider will do so within 1 Business Day of the request, where the Platform allows.
5.3 The Client is responsible for the accuracy of any content that is based on Client Materials or information the Client has supplied.
6. Revisions and Additional Work
6.1 The Monthly Fee includes one round of reasonable revisions to each Deliverable, if requested within 5 Business Days of it being delivered or published. A reasonable revision is a change that stays within the original brief. A new concept, a change of brief or a reshoot is not a revision.
6.2 Further revisions, and any work not described in the Client Agreement, are Additional Work.
6.3 Additional Work is charged at the Provider's discretion either by fixed quote or at the hourly or day rate in the Client Agreement. The Provider will tell the Client which basis applies and get the Client's agreement before starting.
6.4 Additional Work is invoiced on completion or with the next monthly invoice, and payment terms under clause 7 apply.
7. Fees and payment
7.1 The Provider will invoice the Monthly Fee monthly in advance. The first invoice will be issued on or before the Start Date.
7.2 The Client will pay each invoice in full, in cleared funds, within 14 days of the invoice date.
7.3 All fees are exclusive of VAT, which the Client will pay at the applicable rate.
7.4 The Provider will only charge expenses (such as travel outside [25] miles of the Provider's base, props, stock assets or venue hire) if the Client has agreed to them in advance.
7.5 If any invoice remains unpaid 14 days after its due date, the Provider may suspend all or part of the Services, including publishing, by giving written notice. The Services will restart once all overdue amounts are paid. Fees continue to fall due during any suspension, and the Minimum Term is not extended or paused.
7.6 The Client will pay all amounts in full without any deduction or set-off.
7.7 After the Minimum Term, the Provider may change the Monthly Fee by giving the Client at least 60 days' written notice.
8. Advertising and Platforms
8.1 The Client pays all advertising spend directly to each Platform using its own payment method. Ad spend is not included in the Monthly Fee, and the Provider is not responsible for any Platform charges.
8.2 The Provider is not responsible for anything done or not done by a Platform, including changes to algorithms or policies, rejected ads, restricted or suspended accounts, outages, or loss of data held by the Platform, unless it is caused by the Provider's breach of that Platform's terms.
8.3 The Client is responsible for making sure its products, services, offers and claims comply with advertising law and the CAP Code, including where the Provider has presented them in content.
8.4 Tracking and reporting depend on the Client's website, payment and booking systems. The Provider is not responsible for data that cannot be tracked because of those systems.
9. Ownership of content
9.1 The Client keeps ownership of the Client Materials and allows the Provider to use them to provide the Services.
9.2 The Provider owns all Provider Materials, including raw footage, unused content and working files.
9.3 The Provider and the Client jointly own the Deliverables. Each of them may use the Deliverables for its own purposes, during and after this Agreement, without needing the other's permission.
9.4 Stock images, music, fonts and Platform audio are licensed from third parties and may only be used as their licences allow.
9.5 The Provider will make sure its Personnel transfer their rights in the Deliverables to the Provider.
10. Portfolio use
10.1 The Provider may use the Deliverables, the Client's name and the Client's logo in its portfolio, website, social media, proposals and award entries, both during and after this Agreement.
10.2 Clause 10.1 does not allow the Provider to disclose the Client's Confidential Information.
11. Confidentiality
11.1 Each party will keep the other's Confidential Information confidential and use it only for the purposes of this Agreement.
11.2 A party may disclose Confidential Information to its employees, Personnel and advisers who need to know it, as long as they are bound by the same obligations, or where required by law.
11.3 This clause does not apply to information that is or becomes public other than through a breach of this Agreement, or that the receiving party already had or develops independently.
11.4 This clause continues for 3 years after this Agreement ends.
12. Data protection
12.1 Each party will comply with data protection law in connection with this Agreement.
12.2 Where the Provider processes personal data on behalf of the Client, such as leads, enquiry forms, email lists or CRM contacts, the Data Processing Terms apply and form part of this Agreement.
13. Non-solicitation
13.1 During this Agreement and for 12 months after it ends, the Client will not, directly or indirectly, employ, engage, or try to employ or engage, any of the Provider's Personnel who worked on the Services for the Client during this Agreement, without the Provider's written consent.
13.2 This clause does not stop the Client from engaging its own freelancers or staff who were not introduced to it through the Provider, or from hiring someone who responds to a general job advert not aimed at the Provider's Personnel.
13.3 If the Client breaches clause 13.1, it will pay the Provider an introduction fee equal to 3 times the Monthly Fee, within 14 days of the Provider's invoice. The parties agree this fee is a fair and proportionate reflection of the Provider's legitimate interest in protecting its workforce, its client relationships and the investment it has made in its Personnel.
13.4 Clause 13.3 does not affect the Provider's right to seek an injunction to stop a continuing breach.
14. Liability
14.1 Nothing in this Agreement limits any liability that cannot legally be limited.
14.2 The Provider is not liable for any loss of profits, revenue, business or goodwill, or for any indirect loss.
14.3 The Provider's total liability under this Agreement is limited to the Monthly Fees paid by the Client in the 3 months before the claim arose. This does not limit the Client's obligation to pay amounts due under this Agreement.
14.4 The Client will reimburse the Provider for any claims, losses and costs caused by Client Materials or information the Client supplied being inaccurate, unlawful or infringing another person's rights.
15. Termination
15.1 The Client may end this Agreement at any time, including during the Minimum Term, by giving the Provider at least 60 days' written notice. The Monthly Fee remains payable in full for the notice period.
15.2 The Provider may end this Agreement at any time by giving the Client at least 30 days' written notice.
15.3 Either party may end this Agreement immediately by written notice if the other party:
1. commits a material breach that cannot be put right, or that is not put right within 14 days of being asked in writing to do so; or
2. becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors, or stops trading.
15.4 The Provider may end this Agreement immediately by written notice if any invoice remains unpaid 30 days after its due date.
15.5 If the Client ends this Agreement under clause 15.3 because of the Provider's material breach, the Client does not have to pay for the notice period under clause 15.1.
16. What happens when the Agreement ends
16.1 When this Agreement ends for any reason:
1. the Client will pay all outstanding invoices, and the Provider may invoice immediately for any fees due for the notice period and any Additional Work carried out;
2. within 5 Business Days, the Provider will remove its own users from the Client's Platform accounts, return any login details it holds, and cancel any content it has scheduled but not yet published;
3. the Provider will deliver any completed Deliverables the Client has paid for; and
4. each party will return or delete the other's Confidential Information, except where it must be kept by law.
16.2 Clauses 9 to 14, this clause 16 and clause 17 continue to apply after this Agreement ends.
17. General
17.1 Entire agreement. This Agreement is the whole agreement between the parties about its subject matter and replaces any earlier proposals, discussions or agreements.
17.2 Changes. Any change to this Agreement must be in writing and signed by both parties. An update to the Client Agreement signed by both parties is a valid change.
17.3 Assignment and subcontracting. Neither party may transfer this Agreement without the other's written consent. The Provider may subcontract any part of the Services and remains responsible for its subcontractors.
17.4 Events outside a party's control. Neither party is liable for a delay or failure caused by events outside its reasonable control, except for the payment of money. If such an event lasts more than 30 days, either party may end this Agreement by written notice.
17.5 Notices. Notices under this Agreement must be in writing and may be sent by email to the addresses in the Client Agreement. An email notice is treated as received on the next Business Day after it is sent.
17.6 Relationship. Nothing in this Agreement creates a partnership, joint venture or employment relationship between the parties.
17.7 Third party rights. No one other than the parties has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
17.8 Severance. If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement is not affected.
17.9 Waiver. A delay in enforcing a right under this Agreement is not a waiver of that right.
17.10 Signing. This Agreement may be signed electronically and in counterparts.
17.11 Law and jurisdiction. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising from it.