Terms & conditions.

1. Who We Are

PhD Networks & Systems Ltd is a company registered in England and Wales.

• Company number: 10223515
• Registered address: Leeds, West Yorkshire, LS12
• Email: hello@phdnetworks.co.uk

2. Services

2.1 What we do

We provide digital marketing services including but not limited to:

• Google Ads management
• Meta (Facebook/Instagram) Ads management
• Search engine optimisation (SEO)
• WordPress website design and development
• Social media management
• Content creation
• Marketing strategy and consultancy

2.2 Scope of work

The specific services, deliverables, and pricing for your engagement are set out in a Statement of Work (SOW) or proposal document agreed between us. These Terms apply to all engagements unless a separate written agreement expressly overrides them.

2.3 What we need from you

You agree to provide us with:

• Accurate and complete information about your business
• Access to necessary platforms and accounts in a timely manner
• Timely feedback, approvals, and decisions when requested
• Any content, assets, or materials we need to do our work

Delays caused by late responses or missing assets are not our responsibility, and delivery timelines may be adjusted accordingly.

2.4 Platform access

Where we manage third-party advertising platforms (Google Ads, Meta, etc.) on your behalf, you grant us the access required. You remain the account owner. We act as your authorised agent on those platforms.

3. Payment Terms

3.1 Monthly retainers

Monthly retainer services are invoiced on or around the 1st of each month, in advance for that calendar month. Payment is due within 30 days of the invoice date.

3.2 Project work

Fixed-price project work (e.g. website builds) is typically invoiced in stages:

• 50% deposit before work commences
• 50% on completion and handover (or as set out in the SOW)

3.3 Advertising spend

Your monthly plan price is all-inclusive. Each monthly plan includes both our management fee and an included advertising budget of £200, £300 or £400 per month, depending on the plan set out in your SOW or proposal. We pass advertising spend to Google at cost: there is no mark-up on what Google charges. You may fund additional advertising spend above the budget included in your plan; any additional spend must be agreed between us in writing before it is incurred.

3.4 Expenses

Any agreed third-party costs incurred on your behalf (e.g. stock photography, specialist tools, domain registration) will be passed through at cost with no markup, or agreed in advance.

3.5 Price changes

We may revise our fees with 30 days’ written notice. If you do not wish to continue at the revised rate, you may terminate in accordance with clause 7.

4. Late Payment

We take late payment seriously.

4.1 Statutory interest

If you do not pay by the due date, we are entitled to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment.

4.2 Debt recovery costs

We are also entitled to claim statutory fixed charges for debt recovery costs under the same Act:

• £40 for debts under £1,000
• £70 for debts between £1,000 and £9,999
• £100 for debts of £10,000 or more

4.3 Suspension of services

If an invoice remains unpaid more than 14 days past its due date, we may suspend all services until payment is received. Suspension does not release you from payment obligations for work already completed.

5. Intellectual Property

5.1 Your brand assets

Your logo, brand guidelines, marketing materials, website content, and any other assets you provide remain your property at all times.

5.2 Work we create for you

Subject to full payment of all fees, any bespoke deliverables created specifically for you (ad copy, website content, design assets) are assigned to you upon completion.

5.3 Our methodologies and tools

PhD Networks retains all intellectual property rights in our internal processes, methodologies, software, templates, frameworks, and systems, including any AI-assisted tools and workflows we use to deliver services. You do not acquire any rights to these by virtue of engaging us.

5.4 Portfolio

We may reference you as a client and use aggregated campaign performance data (without identifying your individual figures) for marketing and case study purposes, unless you ask us in writing not to.

6. Confidentiality

6.1 Our obligations

We will keep your business information, account access credentials, campaign data, and commercial terms confidential. We will not share this with third parties except where required to deliver your services (e.g. a contractor or specialist we bring in), or where required by law.

6.2 Your obligations

You agree to keep confidential any pricing, processes, templates, or proprietary materials we share with you.

6.3 Duration

Confidentiality obligations survive the end of the engagement for a period of two years.

7. Termination

7.1 Monthly retainers

Either party may terminate a monthly retainer with 30 days’ written notice. Notice must be given by email to the other party’s primary contact address. You remain liable for fees accrued during the notice period.

7.2 Project work

If you cancel a fixed-price project:

• Cancellation before work commences: deposit is non-refundable
• Cancellation after work commences: you pay for all work completed to date, to a maximum of the full project fee

7.3 Termination for breach

Either party may terminate immediately if the other party materially breaches these terms and fails to remedy it within 14 days of written notice. Material breach includes non-payment of invoices.

7.4 What happens on termination

On termination, we will:

• Provide you with all assets and files created for you (subject to full payment)
• Remove ourselves from any accounts we’ve been managing
• Hand over any relevant documentation or access

We will not be responsible for any loss of data or performance following handover.

8. Platform Changes and External Factors

Digital marketing operates on third-party platforms, Google, Meta, and others, that we do not control. You acknowledge that:

• Platform policies, algorithms, and ad formats can change at any time without notice
• We are not liable for changes to platform rules that affect your campaigns
• We are not liable for account suspensions by Google, Meta, or any other platform (though we will assist in resolving them where possible)
• Organic search rankings can go up or down due to algorithm updates outside our control, SEO results are not guaranteed

We will always act in your best interests and apply industry best practice, but we cannot guarantee specific outcomes.

9. Limitation of Liability

9.1 What we are not liable for

To the fullest extent permitted by law, PhD Networks is not liable for:

• Loss of profits, revenue, or anticipated savings
• Loss of business or business opportunity
• Reputational damage
• Indirect, consequential, or special loss of any kind

9.2 Cap on liability

Our total liability to you in connection with any engagement (whether in contract, tort, or otherwise) is capped at the total fees paid by you to us in the 3 months immediately preceding the event giving rise to the claim.

9.3 Nothing excluded

Nothing in these terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

10. Data Protection

We process personal data in accordance with our Privacy Policy (phdnetworks.co.uk/privacy-policy) and UK GDPR. Where we process personal data on your behalf as a data processor, we will comply with our obligations under applicable data protection law. We may ask you to enter into a Data Processing Agreement for regulated services.

11. Governing Law

These terms and any disputes arising from them are governed by the law of England and Wales. Both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

12. Entire Agreement

These Terms, together with any SOW or proposal document, constitute the entire agreement between us and supersede all prior discussions and agreements. No variation is effective unless agreed in writing by both parties.

13. Contact

Questions about these terms? Email hello@phdnetworks.co.uk and we’ll talk you through anything.