TERMS + CONDITIONS.

Last updated: January 2026

 

1. Definitions

In these Terms and Conditions:

• “The Company” refers to 149 Agency.

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

• “Services” refers to any creative, strategic, digital, 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. General Basis of Work

a) All timelines, costs, and delivery schedules are based on timely Client participation, approvals, content supply, and feedback.
b) Delays caused by the Client may result in delayed delivery, with no liability accepted by 149 Agency.
c) The Client will appoint one primary point of contact responsible for consolidated written feedback.
d) 149 Agency may engage third-party specialists where required to deliver Services to an appropriate standard.
e) Any work outside the agreed scope will require a Change Request and may incur additional costs.

 

3. Retainers

3.1 Retainer Structure

• A retainer is the upfront purchase of a set number of hours per month, which can be used across any Services offered by 149 Agency.

• Recommended monthly hours are discussed prior to commencement.

• Some Services have minimum suggested hour allocations.

• Hours are not rolled over month to month.

• The Client will be notified when allocated hours are close to being used.

• Any work exceeding the agreed monthly hours will either:

  • Be quoted separately, or

  • Be billed at the current ad-hoc hourly rate.

3.2 Retainer Term

• Retainers require a minimum commitment of three (3) months, unless otherwise agreed.

• After the initial term, either party may terminate with 30 days’ written notice.

 

4. Charges, Fees & VAT

a) All fees are agreed in writing prior to commencement.
b) All fees are exclusive of VAT unless stated otherwise. VAT will be applied where required by law.
c) Estimates are valid for 14 days unless otherwise stated.
d) Prices are based on information available at the time of quotation and may be revised if scope changes.

149 Agency does not guarantee:

• Follower growth

• Engagement rates

• Leads or sales

• Search engine rankings

 

5. Invoicing & Payment Terms

a) Invoices are issued on the 1st of each month.
b) Payment is due within 30 days of the invoice date (statutory payment terms).
c) If payment is not received within 30 days, 149 Agency reserves the right to claim:

• Statutory interest at 8% above the Bank of England base rate, and

• Compensation for debt recovery costs, with a minimum charge of £70 per invoice, in accordance with the Late Payment of Commercial Debts legislation.
  d) Work may be suspended or digital deliverables taken down with 48 hours’ notice if invoices remain unpaid.

 

6. Content Shoots & In-Person Work

a) Content shoots require a 50% non-refundable deposit to secure the date.
b) Client no-shows result in loss of the full deposit.
c) Rescheduling with 14+ days’ notice is free.
d) Rescheduling within 14 days:

• 50% deposit retained

• 25% credited toward a future shoot
  This covers loss of business time, equipment, studio hire, and staffing.

 

7. Scope, Revisions & Change Requests

a) Proposals include:

• Two initial concepts (where applicable)

• Up to three rounds of revisions unless stated otherwise
  b) Additional revisions or scope changes will be quoted separately.
  c) Work requested beyond the agreed scope constitutes a Change Request and must be approved in writing.

 

8. Digital & Website Services

a) Hosting, domains, plugins, subscriptions, and third-party tools are not included unless stated.
b) On-page SEO best practices may be applied, but no ranking guarantees are made.
c) Once a website is signed off and delivered:

• Ongoing maintenance, updates, and security are the Client’s responsibility, unless covered by a separate agreement.

 

9. Intellectual Property & Usage Rights

a) All intellectual property remains the property of 149 Agency until all invoices are paid in full.
b) Upon full payment, ownership of final approved deliverables transfers to the Client.
c) Drafts, unused concepts, and preliminary materials remain 149 Agency's property.
d) 149 Agency may display completed work in its portfolio, website, and marketing unless agreed otherwise.

 

10. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the course of the Agreement, except where disclosure is required by law.

 

11. Non-Solicitation

The Client agrees not to solicit or engage any employee, contractor, or consultant of 149 Agency for a period of 12 months following termination, without written consent.

 

12. Limitation of Liability

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

• Loss of business

• Indirect or consequential damages

 

13. Suspension & Termination

149 Agency may suspend or terminate Services immediately if:

• The Client is in breach of payment terms

• Insolvency or liquidation occurs

• There is a continuing breach of these Terms

 

14. Force Majeure

Neither party shall be liable for delays or failure to perform due to events beyond reasonable control, including but not limited to natural disasters, strikes, power failure, or government action.

​

15. Variation

These Terms may only be varied in writing.
149 Agency reserves the right to update these Terms with prior notice.

 

16. Governing Law

These Terms are governed by and construed in accordance with English law, and the parties submit to the jurisdiction of the courts of England and Wales.

​

17. Waiver of 14-Day Cooling-Off Period

a) Where the Client is entering into this Agreement as a consumer, they may have a statutory right to a 14-day cooling-off period under the Consumer Contracts Regulations 2013.

b) By requesting that work on the Services begins before the end of the 14-day cooling-off period, the Client expressly agrees to waive this right and acknowledges that the Services will commence immediately.

c) The Client understands that by waiving the cooling-off period:

• They forfeit the right to cancel the Agreement without charge, and

• They will be liable for the full agreed fees if the Services are completed within the cooling-off period.

d) If the Client requests cancellation after work has begun but before completion, the Company may, at its discretion, offer a partial refund based on the hours of work already completed up to that point.

e) Business Clients acknowledge that cooling-off provisions relating to consumers do not apply to business-to-business transactions.

 

18. Contact

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