These terms govern the relationship between you (the "Client", "you") and Studio Dynamics Limited ("we", "us", "Studio Dynamics") when you engage us for any of our services. By signing a contract with us, or by instructing us to begin work, you agree to these terms.
1. Our services
Studio Dynamics provides the following services, individually or in combination, as set out in each individual project contract:
- Retainer services — ongoing marketing, lead generation, or account management on a monthly recurring basis.
- Project work — discrete, defined-scope projects with a fixed start and end.
- Pay-per-lead arrangements — performance-based engagements where you pay for qualifying leads delivered.
- Web design and development — design and build of websites, landing pages, custom web applications, and related digital products.
- Other services — any other services described on our website or in a written agreement between us.
Each engagement has its own custom contract. The specific scope, deliverables, fees, timelines and any service-specific terms are set out in a separate written agreement that you'll sign with us. Where there's any conflict between that contract and these general terms, the specific contract wins.
2. Engagement and contract
Our services formally begin when you have:
- Signed the project-specific contract;
- Paid any initial deposit or first invoice (where applicable); and
- Returned any onboarding information or assets we've reasonably requested.
We may decline to take on any project at our discretion. We may also cease working with any client where we reasonably believe the engagement is inconsistent with our values, our legal obligations, or our professional standards.
3. Fees and payment
Our fees are set out in your individual contract. Unless your contract says otherwise:
- Invoices are issued in GBP (£) and are payable within 14 days of issue.
- Retainer fees are billed in advance at the start of each billing cycle.
- Project work may require a deposit before work begins, with the balance due on completion or in agreed milestones.
- Pay-per-lead fees are billed monthly in arrears based on the qualifying leads delivered.
- We are not currently VAT registered, so VAT is not added to our invoices.
Late payment
If an invoice remains unpaid after the due date, we may:
- Pause work on your project or services until payment is received.
- Charge interest at the rate of 4% above the Bank of England base rate, plus reasonable recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
- Withhold delivery of work, source files, or transfer of intellectual property until full payment is received (see section 6).
4. Contract term, cancellation and refunds
You are committed to your contract for its agreed term. Unless your specific contract says otherwise:
- Retainer contracts run for the term stated (typically 3, 6 or 12 months). You may not cancel or terminate the contract early.
- Project contracts run from start to completion of the agreed scope. You may not cancel mid-project.
- Pay-per-lead arrangements run for the term stated, with monthly billing based on leads delivered during that term.
No refunds. All fees paid to Studio Dynamics are non-refundable. This reflects the bespoke nature of our work and the costs and capacity we commit when we take on each engagement. By signing your contract, you acknowledge and accept this.
Renewal
Unless your specific contract states otherwise, retainer contracts will continue at the end of their initial term on a rolling monthly basis until either party gives 30 days' written notice. You may give that notice at any time after the initial term ends.
Termination by us
We may terminate any contract immediately, without refund, if you:
- Materially breach the contract and (where the breach is capable of remedy) fail to remedy it within 14 days of being asked to do so.
- Fail to pay any invoice within 30 days of its due date.
- Become insolvent, enter administration, or take any equivalent step.
- Act in a way that we reasonably believe damages our reputation, our team's wellbeing, or our other clients' interests.
5. Your responsibilities
To do our best work, we need your cooperation. You agree to:
- Provide accurate, complete information when we ask for it.
- Respond to queries and approval requests within reasonable timeframes.
- Provide brand assets, access credentials, copy, and other inputs we reasonably need to deliver the work.
- Ensure that any material you provide to us (text, images, branding, customer data) does not infringe anyone else's rights and complies with relevant laws.
- Make sure your business and the goods or services you market are legal in the territories you operate in.
If delays or issues arise because we don't have what we need from you, we are not responsible for missed deadlines, and your fees remain payable in full.
6. Intellectual property
Intellectual property rights in any deliverables we create for you (designs, code, copy, campaigns, lead lists, creative assets, websites, web applications) remain owned by Studio Dynamics Limited until you have paid all amounts due under your contract in full.
On full payment, ownership of the final deliverables transfers to you, with the following exceptions:
- We retain ownership of any underlying tools, frameworks, templates, processes, or generic methodology we use across multiple clients.
- Third-party assets (stock photography, fonts, plugins, software libraries) are licensed under the relevant third party's terms — those rights do not transfer to you.
- Until final payment is made, you have no right to use, copy, distribute, or modify any of our work, and we may require you to remove or destroy it.
You grant us a non-exclusive licence to display your name, logo, and a description of work we've done for you in our portfolio and marketing materials, unless we agree otherwise in writing.
7. Confidentiality
Each party agrees to keep the other's confidential information secure and to use it only for the purpose of the engagement. This obligation continues after the contract ends. It does not apply to information that is already public, that we lawfully receive from a third party, or that we are required to disclose by law.
8. Data protection
Where we process personal data on your behalf (for example, lead data collected via campaigns we run for you), we do so as a data processor under your instruction. We will:
- Only process personal data for the purposes of delivering the agreed services.
- Apply reasonable security measures.
- Assist you in responding to data subject rights requests where it is within our control.
- Delete or return personal data at the end of the engagement, subject to our own legal retention obligations.
You remain the data controller for any personal data you collect through our services and are responsible for having a lawful basis, providing appropriate privacy notices, and complying with UK GDPR.
For details of how we handle your personal data, see our Privacy Policy.
9. Performance and results
Marketing and lead generation involve many factors outside our control — including market conditions, platform changes, competitors, and your own product, pricing or sales process. We will apply professional skill and care to deliver the services described in your contract, but unless explicitly stated in your specific contract, we make no guarantees about specific outcomes, such as a particular number of leads, conversion rates, sales figures, or rankings.
Where pay-per-lead terms apply, the definition of a "qualifying lead" will be set out clearly in your contract.
10. Liability
Nothing in these terms limits or excludes our liability for:
- Death or personal injury caused by our negligence;
- Fraud or fraudulent misrepresentation; or
- Any other liability that cannot be limited or excluded by law.
Subject to the above, our total liability to you for any claim arising out of or in connection with your engagement is limited to the total fees you have paid to us in the 12 months immediately before the claim arises.
We are not liable for:
- Indirect or consequential losses, including loss of profit, loss of business, loss of goodwill, loss of reputation, or loss of anticipated savings.
- Losses arising from delays caused by third-party services (advertising platforms, hosting, payment processors, lead sources) outside our reasonable control.
- Losses arising from your own failure to act on advice or to provide what we reasonably ask for.
11. Force majeure
Neither party is liable for any failure or delay caused by events outside its reasonable control, including (without limitation) natural disasters, war, acts of terrorism, pandemics, governmental action, internet or hosting outages, or strikes affecting third-party providers we depend on.
12. Changes to these terms
We may update these terms from time to time. The version in force for any specific engagement is the version published on our website on the date your contract was signed. We won't apply changes retrospectively to existing contracts.
13. Governing law and jurisdiction
These terms and any contract entered into under them are governed by the laws of England and Wales. Any dispute will be subject to the exclusive jurisdiction of the courts of England and Wales.
14. Contact
For any questions about these terms, or about an existing or potential engagement: