Terms and Conditions

Terms and Conditions for Supply of Marketing Services

Updated 19/05/2024

These terms of business together with any annexe or schedule attached hereto, constitute the entire agreement between the parties: STORY22 Limited [the supplier] and the customer whose details are given in the attached Statement of Work [the customer] and can only be varied by mutual consent given in writing and signed by each of the parties hereto and expressly referring to this contract.


Note: Additional terms and conditions may apply to websites and/or hosting services. Additional terms or conditions deemed necessary or required in specific cases identified and agreed during the discovery phase, will be clearly itemised and annexed to this contract.



Business Day: between the hours of 9am and 5.30pm Mondays to Fridays except bank holidays or other public holiday in England.

Commencement Date: has the meaning given in Clause 1.2.

Conditions: These terms and conditions as amended from time to time in accordance with Clause 12.

Contract: the contract between the Supplier (Us) and the Customer (You) for the supply of Services in accordance with these Conditions.

Copywriting: Means Text or content We write for You for the purposes of advertising.

Control: is as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control will be construed accordingly.

Customer: the person or firm (You) who purchases Services from the Supplier (Us).

Customer Default: has the meaning set out in Clause 3.

Deliverables: the deliverables or the objectives and aims set out in the Order Confirmation provided by Us to You.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off [or unfair competition], rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Confirmation: means Your purchase order form, or, Your written acceptance of a quotation from Us, or as stated in clause 1.

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data of which the You are the Data Controller and in relation to which We are providing Services under the Contract, Our data protection policy is available at www.story22.co.uk/data-protection

Services: the services, including the Deliverables, from Us to You as set out in the Specification.

Specification: the description of the Services to be provided as given in writing by Us to You.

Supplier: STORY22 Limited registered in England and Wales, Company number 12493885, registered office: Journeys End, Ladysmith Grove, Whitstable, Kent, CTS 4BE United Kingdom. (Us)

Supplier Materials: has the meaning set out in Clause 3.1(g).


We, Our, Us, means the Supplier.

You, Your, means the Customer.

A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.

Any words following the terms 'including', 'include', 'in particular', 'for example' or any similar expression, will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.

A reference to 'writing' or 'written' includes but is not restricted to: email, letter and facsimile transmissions.


  • The Order Confirmation constitutes an offer made to You to purchase Services in accordance with these terms and Conditions.
  • The Order Confirmation is not deemed to be accepted until We issue a written acceptance to You, our issuance of a written acceptance will constitute the start date of the Contract (Commencement Date).
  • All samples, drawings, descriptive matter, or advertising materials we issue, plus descriptions or illustrations contained in Our catalogues or brochures, are provided solely for the purpose of giving an approximate example of the Services described within them and will not be construed as a part of the Contract or have any contractual force.
  • Only these Conditions apply to the Contract to the exclusion of all or any other terms You might seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • Any quotation We provide does not constitute an offer and is valid for a maximum period of 20 [Twenty] Business Days from the date of issue.


  • We will in all material respects, deliver the Services to You in accordance with the Specification.
  • We will use all reasonable endeavours to meet any performance dates specified in the Schedule of Work, You and We each agree that such dates are estimates only and time is not of the essence for performance of the Services.
  • We reserve the right to amend the Specification if required to do so, to comply with any applicable law or regulatory requirement, or when an amendment will not materially affect the nature or quality of the Services. We will notify You in any such event.
  • We warrant to You that We will provide the Services using all reasonable care and skill.


  • You will:
  1. ensure that the terms of the Order Confirmation are complete and accurate.
  2. at all times, co-operate with Us in all matters relating to the Services.
  3. provide Us with such information and materials as We may reasonably require to provide the Services.
  4. ensure that all such information is complete and accurate in all material respects.
  5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services prior to the date on which the Services are to commence.
  6. comply with all applicable laws, including health and safety regulations.
  7. keep all equipment, documents, and other property of Ours (Supplier Materials) while at Your premises in safe custody and at Your own cost and risk, maintain Our Materials in good condition until returned to Us, not dispose of or use Our materials other than in accordance with Our written instruction or authorisation.
  8. comply with all and any other relevant obligations.
    • You will be in default of this contract if the performance of any of Our obligations under the Contract is prevented or delayed through an act or omission by You, or if You fail to perform any relevant obligation (Customer Default):
  9. We will without limiting or affecting any other right or remedy available to Us, have the right to suspend performance of the Services and remove Your project from Our then current production workflow until You remedy such Customer Default, and we may rely on the Customer Default to relieve Us from the performance of any and all of Our obligations, in each case to the extent the Customer Default prevents or delays Our performance of any our obligations.
  10. When the Customer Default is remedied, we will re-instate the project into our then current production workflow process at the earliest convenient time, You agree We are not liable for any delay caused to delivery of the project as a result of a Customer Default.
  11. We will not be liable for any cost or loss sustained or incurred by You, arising directly or indirectly from Our failure or delay performing any of Our obligations as set out in this Clause 3.2 and
  12. You agree to reimburse Us on demand all costs and or losses sustained or incurred by Us arising directly or indirectly from a Customer Default.


  • VAT at the then prevailing rate will be applied to all fees, rates and charges quoted.
  • The Order Confirmation document will include details of, plus any optional charges applicable to, the package You have selected.
  • Rates and charges are reviewed periodically. We reserve the right to modify Our charges to You if/or/as service provision changes, any such changes will be notified to You in writing 28 days prior to the implementation.
  • No work can commence until We receive payment in full for the agreed set up fees, the initial deposit, third party contractor, supplier and or agency fees.
  • We will issue stage payment invoices for software development projects at the agreed intervals in the project payment schedule, We must receive payment for all invoices by the due dates, except for initial Project Mobilisation which is payable immediately on receipt of invoice.
  • Where We agree to administer an advertising spend for You, a 2.5% handling fee will be applied to all advertising costs incurred. No advertising activity will commence until We receive full payment of the agreed advertising spend.
  • Provided we have granted you a credit facility, You must pay all of our invoices in full within 30 days of the date of issue.
  • You agree to pay all invoices free of deduction, set-off, counter claim or otherwise.


  • You agree to indemnify Us in full and without set-off for, all and any third-party expenses we incur pursuant to your instructions.
  • You acknowledge that:
  1. certain services may require the licensing of third-party intellectual property and that they also may rely on goods and/or services provided by third parties ('Third-Party Services').
  2. You may from time to time be required to enter into a licence agreement directly with a third-party to receive Third-Party Services, such Third-Party Services will be governed by the third-parties' terms and conditions and You accept that We cannot provide any warranties in respect of those services and We will not be held liable to You for any delays or failings in respect of the same.
  3. Providers of Third-Party Services may provide their own warranties to You and it is for You to satisfy Yourself whether such warranties [when given] are acceptable for Your business purposes and or risk management policies We will not accept any liability in this regard.
  4. You may incur Third-party media expenses as part of a planned marketing mix agreed before contracts are signed and itemised within the Order Confirmation. Such third-party expenses might include, but are not limited to, influencer, photography, or design service fees etc.
  5. Third-party supplier costs incurred by Us on Your behalf are subject to 10% agency fees. We invoice all third-party costs in advance of the project. Funds are held in a dedicated account for the lifetime of the project. Any funds remaining are reimbursed on completion of project.
  6. You may incur charges for other third-party tools. Including but not limited to: call tracking, reporting and advert management tools etc.
  7. Third Party Advertising spends are subject to a 2.5% handling charge.
  8. Specialised third-party tools additional to those used for daily management are itemised and agreed within Your Order Confirmation.
  9. An advance deposit equivalent to One month's fee is required to cover the cost of all other Third party charges.
  10. No credit terms are available for Third Party fees or handling charges, all payments must be received in advance.
  11. All third-party software systems and utilities including Open-Source products used to provide Your solution remain the property of their respective owners and creators and subject to their own licensing and intellectual property terms & conditions to which You hereby fully agree.
  12. You must indemnify Us in full and without set-off for any and all third-party expenses incurred pursuant to your instructions.


  • We reserve the right to insure against any perceived credit risk and you must be individually and jointly acceptable to our insurers.
  • In the event our insurers revise, increase premiums or withdraw our insurance cover in respect of You, We reserve the right to amend our payment terms, to full payment in advance.


  • We reserve the right not the obligation to apply statutory late payment charges and daily interest at the rate of 8% above Barclays Bank plc base rate at our discretion on any sum which remains unpaid 32 days after the date of invoice. Any interest and charges when applied will be retrospective to the date payment fell due and will continue to accrue daily until cleared funds are received, whether before or after judgement.
  • Where any payment is not received when due, we, at our absolute discretion, reserve the right, not the obligation, to immediately suspend or terminate all services provided under this contract. This may include the suspension and locking of supplier accounts within our control until full payment is received or We have agreed an acceptable payment plan with You.
  • If you fail to adhere to an agreed payment plan, we reserve the right, not the obligation, to immediately terminate your account(s) and if applicable, the hosting of your website and to initiate proceedings against You to recover all of the outstanding debt plus our costs and accruing interest under this clause 7, without further notice to you.
  • In such an event, We reserve the right to retain all work, materials, account logins, intellectual property and all other items in our possession relating to any matter until all money due to Us is paid in full before or after judgement.
  • All invoice queries must be reported to Us within 10 working days of the date of the invoice. After this time, the invoice will be deemed to be accepted by you and payable in full within any agreed terms.


  • If You change or cancel the order, You will be invoiced all our costs in complying with your request. These may include but are not limited to, Our expenses, production costs, cancellation fees, Our costs and fees in respect of plans, schedules, and work-in-progress. Where the cancellation was not due to any fault of Ours (for example: you changed your mind), You agree to pay for our time in the preparation of audits, proposals, invoices and meetings attended prior to the cancellation date.
  • If You delay the project by more than Two billable months during which time no work has taken place, You agree that for up to a maximum of 4 [four] consecutive months, We may continue billing at 50% (Fifty percent) of the full monthly invoice amount which would have been due had You not delayed the work.
  • In such event, the project end date will be extended by at least the number of days the project was delayed. The remaining 50% of the monthly invoice amounts which would have been due had the project not been delayed, will be charged over the following number of months by which the project has been extended. If after Four months the project has not restarted, we reserve the rights to retain all payments made to us and at our sole discretion void any banked days remaining.

9.          Intellectual Property, copyright and use of logos/client details in marketing materials or case studies

  • The intellectual property (IP) rights (including, where appropriate, copyright and design rights) in all works created or commissioned by Us and used under this agreement will be vested in Us until all payments due to Us are received in full. The IP will then pass to You subject to the terms of this clause 9.
  • We will link Your existing Pay per Click (PPC) accounts to our accounts, but all of the existing accounts will remain Your property.
  • We will retain ownership of all new PPC accounts We set up.
  • At the end of the project, You may request that We end the PPC contract by giving Us 30 days written notice to terminate the contract, in which case and providing all money owed to Us has been paid in full, ownership of the account will transfer to You. Alternatively, You may ask Us in writing to continue to manage the PPC accounts on Your behalf.
  • Content Management System (CMS) software developed by Us will remain Our property at all times, however, You will be granted unlimited and unrestricted lifetime use of the system.
  • Where Software development, CMS configuration and customisations are undertaken, ownership to this and all other such work carried out under this contract will only pass to You when We are in receipt of all sums due to Us. This includes but is not limited to designs, images and content, etc.
  • Unless We have entered into a mutual Non-Disclosure Agreement (NDA) with You, You acknowledge and agree that We may use Your logo for the purposes of marketing and PR, in Our website, or portfolio. All websites We build will include a link back to the Story 22 website, such link will identify Us as having designed or developed the site.
  • Where appropriate We may request separate permission to include Your results in Our case studies. In such event We will submit a copy of the proposed text or results for Your approval, prior to publishing. Or, We will at your request, present case studies and results anonymously.
  • Where relevant We may provide an online link back to Your site, for You to receive any SEO benefit from Our site authority.


  • Due to the many possible variables We do not warrant or guarantee any improvement to the performance of Your PPC, or other paid advertising. You accept and agree We are not responsible for any variation in the performance of Your website caused by seasonality, competitor activity, design, usability or other marketing conditions outside Our control.
  • We do not guarantee any specific ranking improvements or traffic, from organic search traffic however, We always employ industry best practice techniques as approved and/or advised by Google.
  • You accept that We have no control whatsoever over any algorithm or policy changes by any of the search engines, however, We use a variety of checks and techniques to minimise the risk of future penalties occurring. Link building and/or digital advertising significantly increase the risk of incurring a manual penalty, especially if the source of the link is from a site accepting payments for links or being known for using spam techniques. Therefore, to lessen the risk of incurring penalties, it is essential You inform Us of Your intention to do so before You start link building or digital advertising of any kind.
  • The performance of any SEO project relies heavily on You (or your developer) implementing technical recommendations and/or uploading new optimised content in a timely manner (typically 2- 4 weeks). Any delay in doing so may seriously impact the effectiveness of a project and could for example result in a drop in rankings if duplicate content or spam links are not removed. Such delays may adversely affect later phases of the project.
  • Where You or Your developer have held up the progress of a project: You will continue to receive monthly invoices at 50% of the total amount of the agreed schedule. If required, those days will be banked and used at a later stage of the project i.e. once all the changes have been made. In addition, the total number of months by which the project is delayed will be added to the end of the contract, with the balance of each affected monthly invoice being charged.
  • For PR and/or social media projects; the timing and placement of Your content on third-party and media sites cannot be guaranteed. Therefore, the performance of the project will be judged against the agreed plan of activities for creation and placing of content. (alongside Our specialist knowledge of journalists and influencers in each sector).
  • We will provide estimates for the potential hit rate, planned activities might generate, with a follow-up report on the total of the content placed and actual engagement with the published content (audience reach, social shares, click-through traffic to Your site, links generated etc.). If applicable, We may determine the commercial value and ROI of the coverage (as a comparison to the equivalent media space through paid for advertising).


  • You are responsible for checking all material We submit to You for approval. You agree to review all material submitted and to notify Us within 5 working days of our sending it, if any material we submit is false, misleading, or is in any way illegal or contrary to law or any UK or EU regulation. If we do not receive your approval or notification of an issue within 6 working day of Our submitting it, then pursuant to this clause 11 the material will be deemed approved by You.
  • We are not liable for any delay, omission, publication, transmission of, or errors in, any advertisement. Unless there is a proven serious default or neglect on Our part.
  • You will indemnify Us in full for all of Our costs, damages and other expense or charges We incur as a result of legal action or threat of such action arising through publication of any promotion or advertising We produce for You which was approved or deemed to be approved by You in accordance with clause 11.1
  • We will not be liable to You for costs, loss or damages of any kind if We are prevented from performing our obligations to You by an act of Force Majeure including but not limited to: failure of a utility service or transport network, a war, strike. riot, crime, epidemic, power failure, inclement weather, or act of God, where such delay would seriously impact upon Your business, We recommend You insure against such risk.
  • Nothing in the contract will limit or exclude Our liability for:
  1. death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors.
  2. fraud or fraudulent misrepresentation.
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
    • Subject to Clause 11.5 Our total liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise. arising under or in connection with this contract will not exceed the total charges paid by You under the contract.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
    • This Clause 11 will survive termination of the contract.


  • This contract will remain in full force and effect for the duration agreed at the outset of the project or engagement and detailed in the signed Order Confirmation. Between signing the Order Confirmation and Our commencing work on the project, either party may terminate the contract by giving to the other party 30 days' notice in writing. except where the originally quoted duration has been modified and mutually agreed in writing.
  • If You request to terminate this contract early for any reason, once work on the project has commenced, You must pay Us in full and without set off the total contract fee, setup costs, all contracted monthly fees and other charges in accordance with clause 8.1. You agree to pay all such fees immediately on invoice and any discounts previously offered to You will be forfeit.


  • We reserve the right to terminate this agreement immediately and without any further obligation to you whatsoever, in the event:
  1. You commit an act of bankruptcy in the case of an individual, or in the case of a company the presentation of a winding up petition, or the passing of a resolution for the voluntary winding up of the Company, the appointment of an administrator or receiver to the whole or any substantial part of the business or an undertaking or in any case You cause a breach of any of the provisions of this contract.
  2. You suspend, threaten to suspend. cease, or threaten to cease, to continue all or a substantial part of your business.
  3. You are in material breach of any of the terms of this agreement and, in the case of a breach capable of remedy You fail to remedy such breach within 14 days of receiving written notice from Us to do so.
  4. There is a change in Control of Your business.
    • Our failure to immediately take any of the actions or remedies available to Us in respect of Your breach of this agreement does not preclude Us from doing so at a later date.
    • In the event of any such termination and without prejudice to any of Our other rights, We will be entitled to turn off and remove any website which We are hosting for You as a part of the services We provide to You.
    • Ownership of all supplier accounts. including PPC and Hosting, will remain Our property until the project. service or engagement has ended and we are in receipt of all fees and charges payable to Us.
    • Without affecting any other right or remedy available to Us, We may on giving written notice. terminate the contract with immediate effect if You fail to pay any amount owed to Us by the due date for payment.


14.1     Copyright means all matters which are the subject of protection under the Copyright Designs and Patents Act 1988, as may from time to time be amended and includes all creative work prepared by Us for our clients. The copyright and intellectual property rights for any work commissioned by You or any agency working on your behalf will be retained by Us until payment in full has been received for all of Our work and services provided.

  • We will final copy to 95% of the finished product. It is Your responsibility to make any necessary or desired amendments to the remaining 5% copy.
  • Your approval of the copywriting brief must be made via email within 3 days of receipt. It will be deemed approved, if you fail to do so, or unless You have sent Us an amended copywriting brief.
  • Your approval of the copywriting must be made to Us in writing, We will not accept any verbal confirmation.
  • You are responsible for:
  1. checking all copy is factually correct and all guarantees, claims, statements and general information about Your product or services are factually correct and would be upheld in accordance with all applicable laws.
  2. all claims for compensation in any country for which such claim can be made against Us.
  3. any claim or liability arising in any country or countries for copywrite infringement and or libel.
  4. proofreading all copy.
    • Where copy provided to Us by You contains errors, You agree to reimburse Us all of Our expenses and indemnify Us against all costs and losses howsoever incurred, including but not limited to:
  5. loss of profits
  6. loss of sales or business
  7. loss of agreements or contracts
  8. loss of anticipated savings
  9. loss of use or, corruption of software, data, or information
  10. loss of or damage to goodwill
  11. any indirect or consequential loss
  12. cost of reprinting items
    • We are not responsible for:
  13. posting content on social media, on websites, or any other locations unless it is specified in the contract for us to do so.
  14. proofreading any collateral produced by You unless specified in the contract for us to do so.
    • We are not liable to You for any consequential, economic, or indirect loss of profits, arising in any way from performance (or non-performance) of the obligations related to any commission.
    • You will indemnify Us against all losses or costs incurred as a result of civil claims or proceedings brought against Us or You based upon any advertising and other work prepared for You and approved by You before publication.
    • A fixed period of revision time is included in each quotation, for the avoidance of doubt, there will be a maximum of 3 [Three] revisions with a maximum 28 day cap applied on all revisions.
    • If the project objectives and or requirement changes necessitating a significant increase to the contracted work requirement, We will charge additional fees for writing hours on a time and materials basis.
    • You may cancel the copywriting work order at any time. If you do so, We will invoice You for all of Our time and the work We have completed up to the cancellation date.
    • Work which You require urgently or in advance of the agreed time, will incur a 25% surcharge.
    • To reduce the potential for misinterpretations or misunderstandings and to centralise all contact, You must nominate one person as a primary contact who is authorised to confirm revisions and additional work requests etc throughout the life of the project.
    • While We make every effort to ensure the copy We provide will be effective, You understand and accept that We cannot guarantee the performance or effectiveness of any copy created for You.
    • We cannot guarantee any specific on-line 'ranking' as a result of Our publishing the optimised copywriting.
    • We accept no responsibility or liability for any action You take that causes Your website to be penalised or barred or removed from any Search Engine.
    • To ensure project deliverables are met. We reserve the right to assign work to subcontractors of our choosing. All subcontractors adhere to STORY22 standard and style of copywriting. You are expressly prohibited from making direct contact with the subcontractor without prior permission in writing from a Story22 board director as listed on the Companies House register.
    • We will not be held responsible for how the material We have produced is used once You have approved the final draft.
    • You agree to indemnify Us in full and hold Us harmless against all and any claims, costs, and expenses, (including but not limited to; court fees and legal costs) incurred in regard to materials included in any work undertaken at your request.


15.1     Data Protection Laws are applicable and binding on You, Us and/or the Services. Details of our Data Protection policy are available at www.story22.co.uk/data-protection


Both parties agree to keep in strict confidence all ideas and concepts which are proposed in connection with the engagement or project together with all technical or commercial know-how, specifications. processes and or initiatives which are of a confidential nature and which either party has disclosed to the other in confidence and all other confidential information concerning either party's business or services.

  • Nothing in this agreement will affect either party's right to use as they see fit any general marketing or advertising intelligence which is gained during the engagement or project.


You agree that You will not, either on Your own account or in association with any other person, firm, company, organisation or otherwise. whether directly or indirectly, solicit or entice away or attempt to solicit or entice away any of Our employees who have worked on any project or service delivery for You during the previous 12 months of the life of this contract.


The construction and performance of this agreement will be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute which arises between them.

19.       GENERAL

  • Force majeure: If a party is obstructed in performing any of its obligations by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. If performance has been suspended for more than 7 days, either party may terminate the Contract by immediate written notice without prejudice.
  • Waiver: Failure to enforce any of these terms is not a waiver of a party's rights and will not prejudice its right to act in respect of the same or any later breach.
  • Severability: Any part of a Term which is wholly or partially void, invalid, or unenforceable will be severed from the remainder (which remains enforceable).
  • Notices: Any notice to be given by either party to the other will be in writing, sent to the party’s registered office address by recorded delivery, and will be deemed served 2 days after posting.
  • This Contract may be signed by You and Us by the way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000. A signature which complies with the Electronic Communications Act 2000 will be effective and binding on You and Us. Where this contract is signed electronically You warrant that Your signature has been made in accordance with the instructions issued to You by Us or by Adobe EchoSign or any other e-signature provider We use in connection with the signature process.
  • Variation: Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by both parties, or their authorised representatives.