Krafted Agency Ltd — Terms of Business

1. Contract

1.1  These Terms apply to all orders. For the purpose of definition, orders are signed Purchase Orders or confirmation in writing (including email) of a quote being accepted. Receipt of order by you constitutes your acceptance that our conditions are the only conditions that apply to the contract. In addition, payment of your first invoice by you constitutes your acceptance of our terms and conditions.

1.2  Your agreement and business relationship is with Krafted Agency Ltd for the term of your project and any hosting, subscription or ongoing work thereafter. Registered address: 6 Thomson Court, Uphall, West Lothian, EH52 6BY. Company number: SC541820.

1.3  “Services” means any services we agree to provide, including without limitation: web design and development; hosting and maintenance; search engine optimisation; paid advertising management; social media management; print and design; CRM implementation and management; marketing automation and workflow services; AI-powered tools including chatbots and voice assistants; and related consultancy.

1.4  Quotations must be signed off in writing and orders are accepted subject to our right to adjust prices due to an increase in wages, taxation, production costs, third-party platform fees, or other reasonable increases. Krafted Agency Ltd will carry out work specified within the quotation document. Quotations are only valid for 30 days and all prices are subject to VAT.

1.5  Any discounts are offered on the strict understanding that the accounts are paid by the due date. We reserve the right to invoice for any such discounts on accounts which become overdue.

2. Invoicing and Payment Terms

2.1  Unless otherwise agreed or stipulated, our standard invoicing terms are 50% upfront as a non-refundable deposit invoice to be paid before work commences upon accepting instructions. The final 50% will be invoiced upon completion / delivery / sign off and must be paid. If no requests for amendments are provided, or the client fails to provide content and/or instruction within four weeks, the final 50% will be invoiced and is payable. All website invoices must be paid in full prior to go-live.

2.2  Any costs for print production must be paid in advance of a job going to print and must be settled before the print delivery date. Print jobs will only be dispatched when payment is settled in full. We cannot be held responsible for delays caused in waiting for funds to clear.

2.3  Krafted Agency does not offer credit terms. Invoices are payable within 7 days of the dated invoice and any late payments will incur a cost of 5% per month above the Bank of England base rate. In the event of accounts remaining unpaid 14 days after the due date, and following written notice of no fewer than 7 days, Krafted Agency reserves the right to suspend any Services, including websites, hosting, CRM systems, automations and advertising campaigns, until the account is settled.

2.4  Payment is acceptable by GoCardless, Stripe, BACS, or CHAPS transfer. We do not accept cheques.

2.5  Clients must raise objections to invoices within 7 days of the date of the invoice. Any failure to object within this period is deemed as acceptance of the invoice.

2.6  Payments for recurring or retainer services (including marketing, CRM and automation subscriptions) are strictly via GoCardless unless otherwise agreed at the start of the engagement. No recurring service will commence unless a GoCardless payment schedule is in place.

2.7  Where our Services depend on third-party platform subscriptions (including CRM platforms, booking systems, advertising platforms, telephony, SMS or AI providers), increases in those third parties' fees will be passed through to the client at cost, with reasonable notice.

3. Project Work

3.1  Variances are defined as additional requests falling out of scope of the project brief or agreed proposal, or if a sitemap, design, website, workflow specification or automation build has been signed off and change requests are made after that point. Variances will be charged on top of the quoted price at our prevailing hourly rate and will impact your project timeline, or will be quoted separately as a new job where the work is substantial.

3.2  A project brief or scope will be agreed prior to work commencing. Clients must, at their own expense, supply Krafted Agency with all necessary materials, information and access to provide the Services laid out in the order. Krafted Agency cannot be held responsible for delays caused by lack of necessary information, content, access or sign off.

3.3  We maintain the right to refuse any material which may be deemed offensive, abusive, indecent, defamatory, obscene, menacing or in breach of confidence, copyright, privacy or any other right, or in any way thought to be unsuitable for reproduction. We accept no responsibility for the content of a client's website, marketing material or messaging.

3.4  Krafted Agency retains title to all goods, designs and websites created for you until full and final payment is received. The client owns the IP of the final designs and content of any website after full and final payment. The source code of a website, and the design, structure and logic of any system we build (as further described in sections 5 and 6), remain the intellectual property of Krafted Agency indefinitely. If a client requires transfer of IP in source code or system logic, this will be agreed separately alongside reasonable compensation.

3.5  A project's official start date is the date your first payment clears. Estimated delivery dates are not guaranteed. We cannot be held liable if the project is delayed due to issues beyond our control, including delay in the client providing content, technical issues, third-party platform issues, changes to the brief, or force majeure.

3.6  We will offer a reasonable amount of bug fixing and support via email and telephone for up to 14 days after delivery. Thereafter, change requests and fixes, whether bug fixes or arising from misuse, are chargeable at our prevailing hourly rate.

3.7  Your website footer may contain a discreet link back to our website; removal must be agreed before commencement and is chargeable. You agree to allow Krafted Agency to feature work samples in our own promotion, excluding any information you designate in writing as confidential.

4. Hosting

4.1  If a client requires Krafted Agency to purchase a domain name, it can be transferred to the client at any time upon request, save for overdue accounts. Krafted Agency does not claim IP in any domain name purchased on behalf of a client.

4.2  If the client has purchased the domain name, the client must be able to manage DNS settings and repoint records to our web server as instructed. Assistance is chargeable at an admin rate. We cannot accept responsibility for failure to repoint the domain or inability to work with your chosen domain host.

4.3  Unless otherwise agreed in advance, websites we build are hosted with Krafted Agency. A maintenance package to keep your website updated and secure is required alongside hosting (prices provided with your proposal).

4.4  Should you wish to terminate a hosting agreement, notice must be provided in writing in accordance with these Terms. Migration to an alternative host will incur an admin fee for preparing files and a database backup, supplied via secure digital transfer. We cannot be held responsible for installing or ensuring a website works on a third-party server. Where bespoke coding has been created by Krafted Agency, section 3.4 applies.

4.5  Sites we build are editable within the design; restrictions will be in place to protect the design. Editor access can be granted to websites hosted with us (overdue accounts may see access suspended). Administrator or FTP access is not provided; where this is a requirement, a dedicated server and separate pricing structure apply.

5. CRM, Automation & Workflow Services

5.1  Where we provide CRM, marketing automation or workflow services, we do so via third-party platforms operated under agency-level licences. The client is granted use of a sub-account or equivalent workspace for the duration of the engagement.

5.2  Client Data (contacts, leads, conversation history, bookings and associated customer records) belongs to the client at all times. Upon termination and settlement of all outstanding sums, we will provide an export of Client Data in a standard machine-readable format (e.g. CSV) within 30 days.

5.3  System Assets (pipeline structures, workflow and automation logic, triggers, templates, integrations, custom code, prompts, and configuration developed by Krafted Agency) constitute our intellectual property and proprietary methodology under section 3.4. They are licensed to the client for use during the engagement only, and are not included in any data export unless a transfer of IP is agreed and compensated separately.

5.4  The client warrants that all contact data loaded into or collected by any system we operate on their behalf has been obtained lawfully and that a lawful basis exists for the communications the system is configured to send. The client indemnifies Krafted Agency against claims, fines or losses arising from the client's contact data or from instructions the client gives us regarding messaging.

5.5  Automated systems act on rules agreed with the client. While we build and test with reasonable skill and care, we are not liable for consequences of automations executing as configured on data supplied by the client or third parties, nor for losses arising from third-party platform outages, API changes, delivery failures (email, SMS, WhatsApp or telephony) or feature withdrawals. Our liability is in all cases limited in accordance with section 10.4.

5.6  Where an automation defect arises from our configuration error, we will correct it promptly at no charge. Amendments requested after sign-off of a workflow specification are variances under section 3.1.

6. Paid Advertising Management

6.1  Advertising accounts (including Google Ads and Meta) are ordinarily operated in the client's name, with media spend billed by the platform directly to the client. Conversion data, audience lists and performance history generated from the client's customers belong to the client.

6.2  Our management methodology — including campaign architecture, scripts, automated rules, data integrations, reporting pipelines, bid strategies and the tools we connect to an account — constitutes confidential intellectual property and commercially sensitive know-how of Krafted Agency.

6.3  On termination or handover of an advertising account, we will disconnect our management access, tools, scripts and data integrations before transfer. In some cases, where necessary to protect the methodology described in 6.2, we may at our discretion effect handover by transferring a complete copy of the account structure (campaigns, ad groups, keywords, ads and settings) to a fresh account under the client's ownership, rather than the original account. In such cases the client receives everything needed to continue advertising; historic change logs and tool connections, which reveal our methodology rather than the client's data, are not transferred. Conversion data and audiences owned by the client will be preserved or exported wherever the platform permits.

6.4  The client agrees not to reverse-engineer, document for a competitor, or disclose to any third-party agency the configurations, scripts or integrations we deploy, during the engagement or afterwards.

6.5  We do not guarantee specific advertising results, rankings, costs per lead or return on ad spend. Performance targets in proposals are objectives, not warranties.

7. AI Services & Chatbots

7.1  AI-powered services (including chatbots, voice assistants and AI content or analysis tools) generate output probabilistically and may occasionally produce inaccurate or incomplete responses despite reasonable configuration and testing. The client is responsible for reviewing AI-generated content before relying on it and for supplying accurate source information (pricing, availability, policies) on which AI tools depend.

7.2  We will correct knowledge-base errors promptly on notification. We are not liable for losses arising from AI output where the underlying information supplied by the client or a third-party system was inaccurate or out of date, nor for changes in behaviour, pricing or availability of underlying AI models and providers.

7.3  Usage-based costs (API calls, telephony minutes, message volumes) are recharged as set out in the proposal and may vary with the client's traffic.

8. Data Protection

8.1  Each party shall comply with applicable data protection law, including UK GDPR and PECR. Where we process personal data on the client's behalf (for example within a CRM, chatbot or advertising audience), the client is the controller and Krafted Agency is a processor.

8.2  As processor we will: process personal data only on the client's documented instructions; implement appropriate technical and organisational measures; ensure personnel are bound by confidentiality; assist the client with data subject requests and security incidents; notify the client without undue delay of any personal data breach affecting their data; and on termination delete or return personal data in accordance with section 5.2, save for data we must retain by law.

8.3  The client authorises the use of sub-processors reasonably required to deliver the Services (including CRM, hosting, telephony, analytics and AI platform providers). A current list is available on request; we will give notice of material changes.

8.4  The client is responsible for their own privacy notices, cookie consent and lawful basis for marketing communications sent through systems we build or operate.

9. Termination & Off-boarding

9.1  This agreement may be terminated by either party on 30 days' written notice. Upon cancellation, Krafted Agency reserves the right to invoice for all work completed to that point, and the client remains liable for third-party costs incurred prior to cancellation and for any minimum platform subscription terms already committed.

9.2  On termination, and subject to settlement of all outstanding sums: Client Data will be exported under section 5.2; advertising accounts will be handed over under section 6.3; domains will be transferred under section 4.1; and websites will be migrated under section 4.4. Automations and messaging systems will be deactivated on the termination date unless a handover period is agreed in writing.

9.3  Access to agency-licensed platforms, System Assets and AI services ends on the termination date. Where the client wishes to continue on the same third-party platform under their own licence, we will provide reasonable transfer assistance at our prevailing hourly rate, excluding System Assets unless separately agreed under section 5.3.

10. General Terms

10.1  Complaints regarding printed goods must be made within 24 hours of receipt. For any other work, complaints must be raised in a timely and constructive manner in writing to your project contact. Krafted Agency will endeavour to respond to and rectify any reasonable issues quickly and efficiently.

10.2  Krafted Agency does not implicitly offer exclusivity to any client for their defined industry. Where required, an acceptable fee and reasonable duration will be negotiated case by case.

10.3  Each party shall keep confidential the other's non-public business information, including in our case the methodologies described in sections 5.3 and 6.2, and in the client's case their commercial and customer information. This obligation survives termination.

10.4  Krafted Agency warrants that it will perform its obligations with reasonable skill and care. Our total liability for loss or damage in respect of goods or work carried out shall be limited to the fees paid for the relevant Services in the 12 months preceding the claim. We accept no liability for indirect or consequential loss, loss of profits, revenue or goodwill. Nothing in these Terms limits liability that cannot be limited by law, and nothing affects the statutory rights of consumers.

10.5  We reserve the right to make changes to these Terms; adjustments will be provided in writing with reasonable notice, and continued use of the Services after that notice constitutes acceptance.

10.6  These Terms are governed by the law of Scotland and the parties submit to the exclusive jurisdiction of the Scottish courts.

Krafted Agency Ltd · Axwell House, 2 Westerton Rd, Broxburn EH52 5AU · 01506 314991 · info@kraftedagency.co.uk · Company No. SC541820