Last Updated: March 2026

1. DEFINITIONS

“The Company” refers to 149 Agency®.

“The Client” refers to the individual, medical practice, or organisation entering into an agreement with the Company.

“Services” refers to any creative, strategic, digital infrastructure, or consultancy work provided by 149 Agency®.

“Agreement” refers to these Terms & Conditions together with any Proposal, Retainer Agreement, or written confirmation of services.

These Terms apply to all Services supplied by the Company and override any conflicting terms proposed by the Client unless expressly agreed in writing.

2. REGULATORY + CLINICAL COMPLIANCE

2.1 Statutory Regulators: 149 Agency® acknowledges the professional standards set by UK statutory regulators, including but not limited to the GMC, NMC, GDC, GPhC, and HCPC. While we provide creative direction, the Client (as the registered professional) holds ultimate accountability for ensuring their practice and representations align with their specific professional register’s code of conduct.

2.2 Marketing Compliance: 149 Agency® prides itself on being an "Intelligence-led" agency. We accept responsibility for ensuring the structural and promotional formatting of our content aligns with general UK advertising standards (ASA/CAP codes).

2.3 Clinical Approval: While we handle the marketing logic, we are not medical practitioners. 149 Agency® will submit all content for your review. By providing approval, the Client confirms the medical and clinical accuracy of the content. 149 Agency® accepts no liability for clinical inaccuracies, patient claims, or regulatory challenges resulting from the medical facts or claims provided and approved by the Client.

2.4 Carve-out for Client-Led Content: 149 Agency® accepts no liability for any content, stories, comments, or direct messages published by the Client or their staff independently of the Agency’s production. Our "Social Portfolio" service is limited to the transformation and scheduling of agreed assets; we do not act as the Client’s clinical or legal representative in public-facing interactions or private DMs.

2.5 Liability Indemnity: 149 Agency® accepts no liability for regulatory investigations, fines, or patient claims arising from the Client’s overall business conduct or content that was approved by the Client in writing (including via WhatsApp or project management software).

3. GENERAL BASIS OF WORK & REVISIONS

3.1 All timelines are based on timely Client participation. Delays caused by the Client may result in moved delivery dates with no liability accepted by 149 Agency®.

3.2 The Client will appoint one primary point of contact for consolidated feedback.

3.3 Scope Creep: Any work requested outside the agreed scope (as defined in the Proposal) will require a Change Request and will be billed at our standard hourly rate of £50 per hour.

3.4 Revisions: Unless otherwise specified in the Proposal, all creative deliverables (including branding, website design, and social media assets) include collaborative conceptual drafting and up to three (3) rounds of revisions on final concepts. Revisions requested beyond this scope will require a Change Request and may incur additional fees.

3.5 Communication & Working Hours: 149 Agency® operates during standard UK business hours (Monday to Friday, 10:00 AM – 4:00 PM). While we may occasionally respond outside of these hours, it is not guaranteed. All official project feedback and revision requests must be submitted via email or our designated project management platform to ensure clear tracking.

4. RETAINERS VS. FIXED PROJECTS

4.1 Structure: A retainer is the reservation of agency time for ongoing services. Hours do not roll over month-to-month. This is because retainers are strictly calculated based on the exact monthly deliverables required, ensuring the Client is only ever prescribed and billed for the time genuinely needed to execute their strategy.

4.2 Overages: The Client will be notified when 80% of retainer hours are used. Excess hours will be billed at the current ad-hoc rate.

4.3 Term: Retainer agreements carry a minimum commitment of three (3) months. After the initial term, a rolling 30-day notice period applies. This 3-month minimum does not apply to standalone fixed-term projects.

5. FEES, CURRENCY & INTERNATIONAL PAYMENTS

5.1 All fees are quoted in GBP (£) unless expressly stated otherwise in a US-specific proposal.

5.2 International Clients (USA/Global): Clients paying from outside the UK are responsible for any currency conversion fees or bank transfer charges. The full invoice amount must be received by 149 Agency®.

5.3 VAT: Fees are exclusive of VAT. VAT will be applied where required by UK law.

6. INVOICING & PAYMENT

6.1 Invoicing: Invoices are issued on the 1st of each month (Retainers), upon project milestones, or based on an agreed payment plan (Projects).

6.2 Payment Terms: Payment is due within 30 days of the invoice date (Net 30) unless otherwise specified.

6.3 Late Payment: We reserve the right to charge statutory interest at 8% above the Bank of England base rate + a £70 recovery fee.

6.4 Suspension: Digital deliverables (websites, social feeds) may be taken offline or suspended if invoices remain unpaid for 30 days past the original due date.

7. DIGITAL ARCHITECTURE & PLATFORMS

7.1 Wix Studio Enterprise: Unless otherwise agreed, all websites are built on the Wix Studio infrastructure.

7.2 Ownership: Upon full payment of all project invoices, the Client owns the design, brand assets, and content. The underlying platform code remains the property of Wix.com.

7.3 Third-Party Costs: Hosting fees, domain renewals, licenses, and legal registrations (e.g., ICO) are the direct responsibility of the Client.

7.4 Third-Party Assets: If the Client requests the use of specific premium fonts, stock photography, or third-party software plugins not already owned or provided within the Company's standard toolkit, the cost of licensing these assets will be the sole responsibility of the Client.

8. CANCELLATION, PAUSES & COOLING OFF

8.1 B2B Transactions: The Client acknowledges that as a business entity, statutory "cooling-off" periods for consumers do not apply.

8.2 Project Pauses: The Client may request to pause a fixed-term project due to unforeseen circumstances. In this event, the Client will only be financially liable for the work completed up to the date of the pause. However, if the project deliverables have already been completed, any active payment plans or remaining instalments cannot be paused and must be paid in full as scheduled.

8.3 Conceptual Phase Termination: If, during the initial conceptual phase of a project (e.g., branding drafts or initial site layouts), the Parties reach the maximum revision limit and determine there is a fundamental creative misalignment, either party may mutually terminate the specific project deliverable. If terminated during the first payment instalment, the Company will retain 50% of the initial instalment to cover time/labour incurred and refund the remaining 50% to the Client, terminating the project amicably and without further penalty.

8.4 Project Cancellation (Post-Concept): If the Client cancels a project after the initial conceptual phase has been approved and work has commenced on final deliverables, the Client will only be invoiced for the pro-rata value of the work completed and agency time incurred up to the date of written cancellation.

9. INTELLECTUAL PROPERTY & PORTFOLIO

9.1 IP and editable source files for completed work transfer to the Client immediately upon the full payment of that specific project milestone or instalment. 149 Agency® retains technical ownership only over unpaid assets.

9.2 Agency Promotion: 149 Agency® reserves the right to display completed work (including designs, screenshots, and results) in our portfolio, social media, and award submissions, unless a Non-Disclosure Agreement (NDA) has been signed.

10. LIMITATION OF LIABILITY & CONTINUITY

10.1 Liability Cap: The Company’s total liability shall not exceed the total fees paid by the Client in the preceding three (3) months. 149 Agency® is not liable for loss of profits, clinic downtime, or indirect consequential damages.

10.2 Agency Continuity: In the unlikely event that the lead consultant of 149 Agency® becomes unexpectedly incapacitated or unable to deliver the Services due to severe illness, emergency, or force majeure, the Company is protected by comprehensive professional business insurance. In such an event, the Client will be promptly notified and will either be refunded for uncompleted work or only charged pro-rata for the deliverables successfully completed up to that point.

10.3 No Guarantee of Results: While 149 Agency® implements industry best practices, SEO, and strategic marketing, the Company does not and cannot guarantee specific commercial outcomes, such as exact follower growth, virality, lead generation, or sales conversions. The Services are intended to elevate the Client’s brand and digital presence, but final consumer behaviour remains outside the Company’s control.

11. CONFIDENTIALITY

Both Parties agree to keep strictly confidential any proprietary business information, strategies, pricing models, or client lists shared during the course of the Agreement. This confidentiality survives the termination of this Agreement.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. GOVERNING LAW

These Terms are governed by English Law. International clients agree to submit to the exclusive jurisdiction of the courts of England and Wales.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, regarding the subject matter of this Agreement.

15. CONTACT

For legal enquiries regarding these Terms: hello@149agency.co.uk