1.1 “Sweet” means Sweet Marketing Ltd, registered in England and Wales under company number 09329633, with its registered office at 1st Floor, Langton & Moat House, Bird Street, Lichfield, Staffordshire, WS13 6PY.
1.2 “Client” means the business or organisation purchasing goods or services from Sweet.
1.3 “Specification” means the agreed quotation, proposal, statement of work, project brief, service schedule or other document setting out the scope, deliverables, fees and any special conditions.
1.4 “Agreement” means the Specification together with these terms and any additional terms expressly agreed in writing.
1.5 “Deliverables” means the final goods, designs, artwork, content, websites, software or other outputs expressly included in the Specification.
1.6 “Working day” means Monday to Friday, excluding bank holidays in England.
1.7 These terms apply to business clients. Consumer work requires separately agreed terms.
2.1 Sweet will provide or agree a Specification before commencing work. The Client must ensure that it accurately reflects its requirements.
2.2 The Agreement takes effect when the Client accepts the Specification in writing, issues an instruction to proceed or pays an agreed deposit, provided these terms have been supplied or made available before acceptance.
2.3 The Client’s representative accepting or instructing work confirms that they are authorised to act on its behalf.
2.4 Client purchase order terms or other standard terms do not apply unless expressly accepted in writing by an authorised Sweet representative.
2.5 If documents conflict, an expressly agreed variation takes precedence, followed by the Specification and then these terms. A data processing agreement takes precedence in relation to personal data processing.
3.1 Quotations are valid for 30 days from issue unless otherwise stated. Prices exclude VAT.
3.2 Prices are based on the specified scope, Sweet’s rates and prevailing material and supplier costs at the quotation date. Once accepted, a fixed quotation will not increase for the agreed scope unless the Agreement expressly provides otherwise.
3.3 An estimate is an indicative cost rather than a fixed quotation. Sweet will notify the Client promptly if it expects to exceed an estimate and obtain approval before undertaking additional chargeable work.
3.4 Costs assume work during normal working hours, Monday to Friday, 9.00am–5.30pm, excluding bank holidays. Any additional charges for urgent or out-of-hours work require advance agreement.
3.5 Unless included in the Specification, the Client shall supply all copy, images, illustrations, data and other content in a complete, approved and suitable format.
3.6 Only the services and Deliverables expressly included in the Specification are included in the price. Third-party licences, media spend, hosting, ongoing maintenance, photography, copywriting, translations, travel and production costs are excluded unless expressly included.
4.1 The Client shall provide a clear brief, nominate an authorised contact and supply information, content, access credentials, feedback and approvals within the agreed timescales.
4.2 The Client is responsible for the accuracy of its business, product and service information and for supplying evidence supporting factual, promotional or regulated claims.
4.3 The Client warrants that it has the permissions and licences necessary for Sweet and its suppliers to use Client-supplied materials for the project.
4.4 The Client shall disclose relevant legal, regulatory, accessibility, security, brand and technical requirements before the Specification is agreed.
4.5 Sweet may refuse unlawful or infringing material, or material that presents a reasonable security or regulatory concern, and will explain the reason where appropriate.
4.6 Where Client delays or incomplete information affect delivery, Sweet may revise the timetable. Any additional costs for rework, rescheduling or restarting must be explained and agreed before they are incurred.
5.1 The Specification shall identify any included revision rounds. Additional revisions, changes to approved work or changes to the brief are chargeable only following written agreement.
5.2 Sweet will explain the effect of proposed changes on fees, deliverables and timing before proceeding.
5.3 Additional work may be charged at an agreed fixed price or agreed hourly or daily rate.
5.4 Corrections to errors caused by Sweet, or work that fails to meet the agreed Specification, shall not be charged as Client alterations.
6.1 Invoices are payable within 30 days of the invoice date unless a different lawful payment period is specified.
6.2 Deposits, staged payments and advance payments for production, media or other third-party commitments shall be stated in the Specification.
6.3 Deposits are payments on account. Their treatment on cancellation is governed by clause 16.
6.4 The Client must provide any required purchase order number before work starts. Failure to do so does not remove its obligation to pay for authorised work.
6.5 The Client shall notify Sweet promptly of an invoice dispute, explaining the disputed items. Both parties shall work to resolve it, and undisputed amounts remain payable when due.
6.6 Sweet may exercise its rights to statutory interest, fixed compensation and recoverable debt recovery costs under applicable commercial late-payment legislation. Costs shall not be recovered twice.
6.7 If an undisputed amount remains overdue, Sweet may suspend affected work or services after giving at least seven days’ written notice and an opportunity to pay.
6.8 Suspension may affect delivery dates. Sweet will explain any reasonable restart costs and obtain agreement before undertaking additional chargeable work.
6.9 Any proposed changes to credit arrangements following a material change in credit risk must be notified in writing. They do not retrospectively alter payment dates for existing invoices.
7.1 Sweet shall provide services with reasonable skill and care and deliver work materially conforming to the Specification.
7.2 Delivery dates are estimates unless expressly agreed as binding deadlines. Sweet shall promptly notify the Client of material delays and proposed revised dates.
7.3 The Client shall check proofs, content, layouts, functionality and other approval materials carefully, including names, figures, contact details and product claims.
7.4 Written approval authorises Sweet to proceed with the relevant production, publication, launch or booking within the approved scope and budget.
7.5 Changes after approval may incur additional charges and affect delivery. Client approval does not exclude responsibility for Sweet’s own breach or negligence.
7.6 The Client shall report defects promptly with sufficient information to investigate them. Sweet shall have a reasonable opportunity to correct defects for which it is responsible.
8.1 The Client shall approve relevant artwork, dimensions, quantities, materials and proofs before production.
8.2 Screen images and digital proofs may differ from finished output. Material colour matching, tolerances and finishing requirements must be specified and agreed before production.
8.3 Where Sweet supplies artwork only, the Client and its production supplier are responsible for confirming suitability for their production process and obtaining appropriate proofs. Sweet remains responsible for preparing artwork in accordance with the agreed technical specification.
8.4 Additional costs arising from Client-approved changes, incorrect Client specifications or third-party production changes shall be agreed before being incurred where reasonably practicable.
8.5 Risk in physical goods passes on delivery. Ownership passes when the price of those goods has been paid in full. Intellectual property is governed separately by clause 10.
9.1 Sweet may use suitably qualified subcontractors and remains responsible for the performance of services it has contracted to provide.
9.2 Where Sweet arranges a contract directly between the Client and a third party, that arrangement and Sweet’s role shall be identified before commitment.
9.3 Media bookings and third-party purchases require Client approval of the relevant scope, budget and material supplier conditions, including cancellation charges.
9.4 Approved, non-cancellable third-party commitments remain payable if the Client changes or cancels the project, subject to reasonable efforts to reduce or recover those costs.
9.5 Usage restrictions affecting stock assets, music, talent, software, fonts or other licensed materials shall be disclosed before approval. Use beyond the agreed licence may require further fees or permissions.
9.6 Applicable advertising levies and Sweet’s treatment of agency fees, commissions, discounts and rebates shall be identified in the Specification or approved media schedule.
10.1 Client-supplied materials remain the property of the Client or their respective owners. The Client grants Sweet and its project suppliers permission to use them as necessary to fulfil the Agreement.
10.2 Unless expressly agreed otherwise in a separate written assignment, intellectual property rights in work created by Sweet remain vested in Sweet or its licensors.
10.3 Once all fees for the relevant Deliverables have been paid, Sweet grants the Client a perpetual, non-exclusive licence to use the final approved Deliverables for the purposes, territories and media specified in the Specification.
10.4 Where the Specification does not identify a territory, the licence permits worldwide use for the Client’s own business purposes. It includes reproduction and adaptation by the Client’s appointed service providers for those purposes, subject to third-party restrictions.
10.5 The licence does not permit resale, sublicensing for unrelated third-party use or commercial exploitation outside the agreed purpose without written agreement.
10.6 Drafts, rejected concepts, unused proposals and pitch materials remain Sweet’s property and may not be used without written permission.
10.7 Native working files, editable master artwork, raw footage, source photography, development repositories and internal production materials are excluded from delivery unless expressly included. Any additional supply or assignment may be subject to an agreed release fee.
10.8 Supplying a final PDF, image, website or other file does not itself transfer copyright. Any copyright assignment must identify the rights transferred and be signed by or on behalf of Sweet.
10.9 Pre-existing tools, reusable components, methods and know-how remain Sweet’s or their respective owners’ property. Embedded components are licensed to the extent required for the Client’s permitted use.
10.10 Third-party and open-source materials remain subject to their applicable licence terms, which take precedence for those materials.
10.11 Where ownership of a final brand identity or logo is required, the Specification should expressly provide for assignment after payment. Legal clearance and trade mark searches or registration are included only where expressly commissioned.
11.1 The Specification shall define functionality, integrations, supported platforms, delivery formats and any accessibility or performance requirements.
11.2 Unless otherwise agreed, testing covers the current stable versions of Chrome, Edge, Firefox and Safari at delivery and representative desktop and mobile screen sizes appropriate to the project.
11.3 Support for older browsers, specialist devices or additional environments must be expressly agreed.
11.4 The Client shall participate in acceptance testing and provide consolidated feedback within the agreed review period. Sweet will correct reproducible faults that cause the Deliverables to depart materially from the Specification.
11.5 The Specification may set a post-launch defect correction period. That period does not exclude liability for an existing breach of the Agreement.
11.6 New functionality, Client changes and work required because of subsequent platform, browser, API or third-party changes are outside the original scope unless included in an ongoing support agreement.
11.7 Sweet shall take reasonable security precautions appropriate to the agreed services. No website or system can be guaranteed completely free of vulnerabilities or interruption.
11.8 The Client is responsible for secure use of its accounts, credentials and devices and for modifications made by its staff or other suppliers. Sweet remains responsible for matters within its own contractual obligations.
11.9 Ecommerce product accuracy, pricing, fulfilment, refunds, customer terms and payment-provider arrangements remain the Client’s responsibility unless expressly included in Sweet’s scope.
11.10 Sweet may include a discreet website footer credit linking to sweet.marketing unless otherwise agreed.
12.1 Hosting, domain management, updates, backups, monitoring and support are included only where specified. Service levels and response targets must be expressly agreed.
12.2 Where Sweet manages hosting, it shall use reasonable care in selecting and managing providers. It does not guarantee uninterrupted availability unless an express service level provides otherwise.
12.3 Storage, bandwidth and other resource allowances shall be specified. Sweet shall explain excessive usage and agree additional charges or service changes before applying them where reasonably practicable.
12.4 Server-level access may be restricted to protect shared infrastructure. Any exceptional access shall be governed by agreed security and support arrangements.
12.5 Backup frequency, retention and restoration arrangements shall be specified where backups are commissioned. The Client should retain copies of its original content and business records.
12.6 Client domain names shall be registered in the Client’s name where permitted. The Client must maintain accurate registration details and pay renewal fees promptly.
12.7 Sweet may suspend affected services for a serious security threat, unlawful use or overdue undisputed payment under clause 6. Where practicable, notice shall be given before suspension.
12.8 Payment suspension does not authorise destruction of Client data. Data retention and exit arrangements are governed by the Specification, applicable law and any data processing agreement.
12.9 Sweet shall reasonably assist with an agreed migration or handover. Additional technical migration services may be charged at an agreed rate; delivery of already-contracted handover items shall not attract an additional release charge.
13.1 Sweet shall perform agreed SEO, AI search optimisation, advertising, email and social media services with reasonable skill and care.
13.2 Rankings, AI-generated recommendations, traffic, enquiries, sales and advertising returns depend on factors outside Sweet’s control and are not guaranteed unless a specific contractual commitment is expressly agreed.
13.3 Reports and forecasts shall identify relevant assumptions where appropriate. Third-party analytics and attribution data may be incomplete or subject to platform changes.
13.4 The Client is responsible for the lawfulness of its contact databases, marketing permissions and supplied claims. Sweet remains responsible for its own activities and legal obligations.
13.5 Unless otherwise agreed, Client-specific advertising and analytics accounts shall be established in the Client’s name or with appropriate Client access, subject to platform requirements.
14.1 Sweet may use AI-assisted tools where appropriate, subject to confidentiality, data protection, licence requirements and agreed Client restrictions.
14.2 Material use of generative AI in final creative Deliverables shall be disclosed and agreed where it affects ownership, exclusivity, regulatory requirements or the agreed creative approach.
14.3 Sweet shall not submit Client confidential information or personal data to an AI service without an appropriate lawful basis, contractual safeguards and any authorisation required by the Agreement.
14.4 AI-assisted output shall receive appropriate human review. Sweet does not guarantee that approved AI-generated elements are unique or capable of exclusive copyright protection.
15.1 The Specification shall identify the term, billing frequency, included services and any minimum commitment.
15.2 Unless otherwise agreed, monthly-billed ongoing services require one full calendar month’s written notice ending on a month-end. Quarterly or annually billed ongoing services require three calendar months’ written notice, subject to any expressly agreed minimum term.
15.3 Annual billing alone does not create an additional non-cancellable annual commitment. Any such commitment must be expressly stated.
15.4 Fees remain payable for agreed services available during the notice period and authorised non-cancellable third-party commitments.
15.5 Unused retainer time does not carry forward unless the Specification provides otherwise. Additional work requires approval.
15.6 Changes to recurring fees require at least 30 days’ written notice and shall not take effect during a fixed-price commitment unless expressly agreed. The Client may terminate an affected service before the increase takes effect without an additional early termination charge.
16.1 The Client may cancel a project by written notice. It shall pay for work properly performed to the cancellation date, authorised non-cancellable third-party commitments and reasonable, evidenced winding-down costs.
16.2 Sweet shall take reasonable steps to reduce cancellation costs. No charge shall be made for work not performed unless a specific reservation or cancellation fee was expressly agreed in advance.
16.3 Deposits shall be credited against amounts properly due. Any excess shall be refunded.
16.4 Postponement may require rescheduling and agreed additional costs. If a project remains inactive for 60 days because required Client input is missing, Sweet may give 14 days’ written notice to agree a restart or close the project under this clause.
16.5 Either party may terminate for a material breach that cannot be remedied or remains unremedied 30 days after written notice specifying the breach.
16.6 Termination rights arising from insolvency or cessation of business may be exercised only to the extent permitted by applicable law.
16.7 On termination, accrued payment obligations remain payable. Sweet shall deliver paid-for items due under the Agreement and comply with agreed handover and data return requirements.
16.8 Paid-up licences continue in accordance with clause 10. Confidentiality, intellectual property, liability and other provisions intended to survive termination remain effective.
17.1 Each party shall protect the other’s confidential information, use it only for the Agreement and disclose it only to those who need it and are bound by appropriate confidentiality obligations.
17.2 These duties do not apply to information lawfully public, independently developed, lawfully received without restriction or required to be disclosed by law.
17.3 Sweet may use general skills and experience gained through the project without disclosing Client confidential information.
17.4 Unless an NDA, embargo or written restriction applies, Sweet may show publicly launched work and identify the Client in its portfolio, website, social media and awards entries. Non-public information and performance data require prior permission.
18.1 Each party shall comply with applicable data protection law.
18.2 Where Sweet processes personal data on the Client’s behalf, the parties shall put an appropriate written data processing agreement in place before that processing begins.
18.3 That agreement shall address instructions, security, confidentiality, subprocessors, international transfers, incident notification, assistance, audits and return or deletion of data.
18.4 The Client shall ensure that personal data supplied to Sweet has been lawfully collected and may lawfully be used for the instructed purpose.
18.5 Cookie notices, privacy policies, consent tools and other compliance work are included only where specified. Neither party is relieved of its own statutory duties.
19.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded or limited.
19.2 Subject to clause 19.1, Sweet’s aggregate liability arising from a project shall not exceed the total fees paid or payable to Sweet for that project. For recurring services, the cap shall be the fees paid or payable for the affected service during the 12 months preceding the event giving rise to the claim.
19.3 For these caps, fees exclude VAT and separately identified pass-through media or third-party expenditure.
19.4 Subject to clause 19.1, Sweet shall not be liable for loss of profit, revenue, business opportunity or anticipated savings, or indirect or consequential loss.
19.5 The exclusions and caps apply only to the extent permitted by law and do not remove Sweet’s obligation to exercise reasonable skill and care.
19.6 The Client shall indemnify Sweet against reasonable losses and costs from third-party claims arising from infringing Client-supplied materials or unlawful Client instructions, except to the extent caused by Sweet’s breach or negligence.
19.7 Sweet shall promptly notify the Client of such claims, allow reasonable participation in their defence and not agree a settlement binding the Client without its consent.
19.8 Both parties shall take reasonable steps to mitigate losses. Sweet shall maintain insurance appropriate to its services; the Client shall insure valuable property supplied for photography, storage or production unless alternative cover is expressly agreed.
20.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it promptly notifies the other and takes reasonable steps to reduce the effects.
20.2 Ordinary staffing difficulties or foreseeable supplier problems do not automatically qualify.
20.3 If an event materially prevents performance for more than 60 days, either party may terminate the affected services by written notice.
20.4 The Client remains liable for work properly performed and authorised commitments incurred before termination. Prepayments for services not supplied shall be refunded after deduction of amounts properly due.
21.1 The Client should initially raise concerns with its Sweet contact, identifying the issue and desired remedy.
21.2 Unresolved concerns may be referred in writing to a Sweet director. Sweet shall acknowledge the complaint within five working days and aim to provide a substantive response within 20 working days.
21.3 The parties shall attempt to resolve disputes through discussion and may agree mediation. This does not prevent urgent court relief or recovery of undisputed debts.
22.1 The parties are independent contractors. Neither may bind the other except where expressly authorised, including approved media or supplier bookings.
22.2 Neither party may transfer the Agreement without the other’s written consent, not to be unreasonably withheld or delayed.
22.3 Formal notices shall be sent to the contact email or postal address stated in the Specification or subsequently notified in writing. Emails are treated as received on the next working day, provided no delivery failure is received. Court documents are excluded from this email provision.
22.4 The Agreement constitutes the entire agreement concerning its subject matter. Nothing excludes liability for fraud or fraudulent misrepresentation.
22.5 Variations must be agreed in writing by authorised representatives. Email approval is sufficient except where a signed instrument is legally required.
22.6 If a provision is unenforceable, the remaining provisions continue. Failure to enforce a right does not waive it.
22.7 No third party may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999 unless expressly agreed.
22.8 The Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
22.9 The version supplied or linked when the Agreement is formed applies. Subsequent website updates do not amend an existing Agreement without agreement between the parties.