In these Terms:
“Client”, “you”, “your” – any individual or legal entity that accesses our website, requests a proposal, or purchases our services.
2.1 These Terms apply to:
your use of our Website; and
every proposal, order, subscription, retainer, and service engagement between you and Digital Ad Astra.
2.2 If we have a separate written agreement with you, its provisions take precedence over these Terms to the extent of any direct conflict. For all remaining matters, these Terms continue to apply.
3.1 Any marketing material, presentation, or website content is an invitation to treat and does not constitute a binding offer.
3.2 A binding contract is formed when:
you accept our proposal in writing (including by email or e-signature), and/or
you make payment of any amount requested in a proposal, invoice, or pro forma invoice.
3.3 By entering into a contract with us, you confirm that you have the authority to bind the entity you represent (if applicable).
3.4 We reserve the right to decline any engagement at our sole discretion.
4.1 If we provide you with an account or online portal, you must ensure that all information provided is accurate, current, and complete.
4.2 You are responsible for maintaining the confidentiality of any login details and for all activities carried out under your account.
4.3 You agree to notify us without undue delay if you suspect any unauthorised use of your account.
5.1 Fees for our Services are outlined in our written proposal, order form or contract. Prices may be stated in EUR, GBP, USD or another currency, as specified.
5.2 Unless expressly agreed otherwise in writing:
Services are invoiced in advance; and
payment terms are seven (7) calendar days from the invoice date.
5.3 We may suspend or withhold Services if payment is overdue, without liability for any resulting impact on your campaigns or operations.
5.4 Late Payment Fee
If any amount due is not paid by the due date, you agree that:
a fixed late payment fee of EUR 100 (one hundred euros) per each commenced week of delay will apply; and
the late payment fee is payable in addition to the principal amount and any applicable statutory interest.
This fee applies irrespective of the type of Service being provided.
5.5 You are responsible for all bank charges, transfer costs, currency conversion fees or payment processing fees, such that we receive the full net amount invoiced.
5.6 You are not entitled to withhold, set off, or deduct any amounts from invoices, except where such rights are mandatory under applicable law and exercised in strict compliance with such law.
6.1 Certain Services may be provided on a subscription or retainer basis (“Retainer Services”), as specified in the relevant proposal or contract.
6.2 Retainer Services are typically billed monthly in advance and will automatically renew for successive monthly periods unless:
either party provides at least thirty (30) days’ prior written notice of non-renewal; or
the contract specifies a different notice period.
6.3 Cancellation of a subscription or retainer does not entitle you to a refund of fees already paid, nor does it relieve you of your obligation to pay any outstanding fees up to the end of the applicable notice period.
6.4 Retainer fees are payable in consideration of availability, expertise, time allocation and priority access to our team, and not solely based on specific output volume or specific performance metrics.
6.5 Where the provision of Retainer Services is hindered or delayed due to your failure to provide timely instructions, approvals, access or materials, such delays shall not affect your obligation to pay the retainer in full, and no refund or extension will be due.
6.6 We may adjust retainer or subscription fees by providing you with at least fourteen (14) days’ written notice. Continued use of the Services after the effective date of the change constitutes your acceptance of the revised fee.
7.1 We will provide the Services with reasonable skill and care, in accordance with industry practice for boutique marketing agencies.
7.2 Any timeframes or schedules are indicative only and not guaranteed. Time is not of the essence unless expressly agreed in writing.
7.3 We may use employee and non-employee resources, including subcontractors and third-party providers, to deliver the Services. We remain responsible for the overall coordination of the Services towards you.
7.4 We may, acting reasonably, modify the method or technical means of delivering the Services, provided such changes do not materially reduce their overall nature or quality.
8.1 Once we have commenced work or allocated resources to your project or retainer period, fees are generally non-refundable, except where mandatory law requires otherwise or where we have expressly agreed to a refund in writing.
8.2 If you cancel a project or request its suspension after work has started, you shall remain liable for:
all work performed up to the effective cancellation/suspension date; and
any committed third-party costs, fees or minimum spends which cannot reasonably be cancelled.
8.3 Where we agree to a partial refund, such refund will be considered as a goodwill gesture and shall not be construed as an admission of liability.
9.1 You are solely responsible for any value-added tax (VAT), sales tax, withholding tax, or other taxes, duties or governmental charges applicable in your jurisdiction, unless expressly stated otherwise.
9.2 You shall ensure that any required tax withholding is handled in a way that we receive the full net amount as per the invoice.
10.1 If you are dissatisfied with the Services, you shall notify us in writing without undue delay, stating:
the nature of the issue,
relevant dates,
the impact on your business, and
your proposed resolution.
10.2 We will review your complaint in good faith and may, at our discretion, suggest a remedy such as additional work, adjustment to future deliverables, or other reasonable measures. Any such measure will be without prejudice to our liability limitations in these Terms.
11.1 Due to the nature of digital advertising and market conditions, you acknowledge and agree that:
no specific level of leads, sales, revenue, follower growth, engagement, or return on ad spend (ROAS) is guaranteed;
past results, case studies and examples are illustrative only and do not constitute a promise of similar performance;
platform algorithms (e.g., Meta, Google, TikTok) are outside our control and may change at any time.
11.2 We do not warrant that:
the Website or Services will be uninterrupted, error-free or secure;
third-party platforms will approve or maintain your advertising accounts or campaigns;
the Services will meet your particular technical or commercial requirements, unless expressly stated in writing.
11.3 Our Website may contain links to third-party sites. We do not endorse and are not responsible for their content, policies or availability.
12.1 You are solely responsible for the accuracy, legality and completeness of all Client Materials and information provided to us.
12.2 By providing Client Materials, you represent and warrant that:
you have all necessary rights, licences and approvals to use and provide such materials;
their use by us in accordance with your instructions will not infringe the rights of any third party nor breach any applicable law or platform policy.
12.3 We may decline, suspend or remove any campaign, content or creative that we reasonably consider to be unlawful, misleading, offensive, in breach of platform policies or harmful to our reputation.
12.4 You remain solely responsible for compliance with all laws applicable to your business, industry and offers (including consumer law, sector-specific regulations, and data protection obligations relating to your own customers).
13.1 You must not:
attempt to gain unauthorised access to our systems or those of our service providers;
use any automated tools, scraping, or reverse engineering to extract data from our Website;
introduce malware, harmful code or engage in any actions that could compromise security or functionality.
13.2 Any such behaviour will result in immediate suspension or termination of Services, without refund, and may be reported to relevant authorities.
14.1 Each party shall treat as confidential all non-public information disclosed by the other party in connection with the Services, and shall not use or disclose such information except as necessary to perform the contract or as required by law.
14.2 All methodologies, frameworks, processes, templates, strategies, know-how, and documentation used or developed by us in providing the Services (“Agency IP”) shall remain the exclusive property of Digital Ad Astra, even if shared with you during the engagement.
14.3 Unless otherwise agreed in writing and subject to full payment of all fees:
you are granted a non-exclusive, non-transferable licence to use deliverables created specifically for you (e.g., ad creatives, copy, website assets) solely for your internal business purposes;
you may not resell, sublicense, or commercially exploit our frameworks, training materials, or internal documents.
14.4 We reserve the right to refer to your brand name and non-confidential high-level project information (e.g., “we worked with a [industry] client”) as part of our portfolio and marketing, unless you have expressly objected in writing.
15.1 In providing the Services, we may process personal data on your behalf. Such processing shall be carried out in accordance with our Privacy Policy and applicable data protection laws.
15.2 You are responsible for obtaining any necessary consents and providing any required notices to your own customers or users concerning the use of their data in the context of your marketing activities.
16.1 You agree to indemnify and hold harmless Digital Ad Astra LTD, its directors, employees, and subcontractors from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:
any breach by you of these Terms or of any contract with us;
any infringement of third-party rights arising from your Client Materials or your products/services;
your use of the Services in violation of applicable laws, regulations or platform policies.
16.2 As a condition precedent to any claim against us, you must have:
complied with all your payment obligations in full (including late payment fees); and
complied with your material obligations under these Terms and any applicable contract.
If you are in breach, your right to claim damages or initiate legal proceedings against us is contractually restricted to the maximum extent permitted by law.
17.1 Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
17.2 Subject to clause 17.1, to the fullest extent permitted by law:
we shall not be liable for any loss of profits, revenue, opportunity, goodwill, anticipated savings, or any indirect or consequential loss;
our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total amount of Agency fees actually paid by you to us in the thirty (30) days immediately preceding the event giving rise to the claim.
17.3 You agree that any claim must be notified to us in writing within three (3) months from the date you became aware (or ought reasonably to have become aware) of the facts giving rise to the claim. After this period, you shall have no further right to bring a claim.
18.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The parties shall first attempt to resolve any dispute amicably through good-faith negotiations. If no resolution is reached within thirty (30) days:
the dispute may, if both parties agree, be submitted to mediation in London; and
if not resolved, shall be subject to the exclusive jurisdiction of the courts of England and Wales, with venue in London.
18.3 You agree not to commence any court proceedings unless you have:
paid all undisputed amounts owed to us; and
provided us with a written statement of the alleged issue and allowed us a reasonable opportunity to respond and remedy (where possible).
19.1 Entire Agreement
These Terms, together with any written proposal, order form or contract, constitute the entire agreement between you and us and supersede all prior discussions or communications.
19.2 Amendments
We may revise these Terms from time to time. The version in force at the time of your order or renewal will apply to that specific engagement.
19.3 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliated entity or successor.
19.4 Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
19.5 No Waiver
No failure or delay by us to exercise any right or remedy shall constitute a waiver of that or any other right or remedy.
19.6 Third-Party Rights
No person other than you and Digital Ad Astra LTD shall have any rights to enforce any term of these Terms.
