Terms and conditions

Harleys Global Limited

7–8 Westfield Business Park, Barns Ground, Clevedon, Bristol, United Kingdom BS21 6UA

Registered in England and Wales · Registration number 1691020

Registered office: 7–8 Westfield Business Park, Barns Ground, Clevedon, Bristol BS21 6UA

hello@harleys.agency · harleys.agency · +44 (0) 1275 340 600

Version 1.0 · Effective 20 August 2026 · Draft revised 18 August 2026

These terms supersede all previously published versions.

Key terms at a glance

This summary is provided for convenience and is not a substitute for the full terms, which govern. We draw your attention in particular to the following.

Payment	Estimates exclude VAT and are valid for 14 days. Invoices are payable within 14 days unless stated otherwise. We charge interest on late payment and may suspend work on overdue accounts. See section 2.
Deposits	Unless stated otherwise, we normally require a deposit before starting work, and a minimum 50% up-front payment for print, production and third-party services. See section 2.
International clients	Payments must reach us in full. Where local law requires tax to be withheld, the amount payable is increased so that we receive the invoiced sum. See section 2.5.
What’s included	Your estimate sets out how many rounds of creative development and amendments are included. Further rounds are chargeable. See section 5.
Changes	Changes to scope, deliverables or timelines are handled through a written Change Order and may affect fees and dates. See section 6.
Confidentiality	Everyone we engage on your work signs written confidentiality undertakings before being given access to your material. See section 13.
Ownership	Intellectual property in the final work transfers to you on full payment — not before. Alternative concepts, working files and our own background materials are not included. See section 8.
Web projects	We recommend you hold your own hosting and domains. We are not responsible for maintaining, updating or securing a site after handover unless you have a separate support arrangement with us. See section 10.
AI	We use AI tools to assist human-authored work. Where AI-generated material would form part of a final deliverable, we will consult for agreement. See section 11 and Schedule 3.
Showcasing	We may feature completed work in our portfolio, case studies and awards entries unless you tell us in writing that it must remain confidential. See section 14.
Liability	Our liability is capped and certain types of loss are excluded. See section 16.
Cancellation	If you cancel a project, a cancellation charge may apply in addition to work already performed. Retained services require three months’ notice. See section 17.
Your people and ours	You agree not to recruit our staff or introduced freelancers for 12 months after we finish working together, or to pay a charge if you do. See section 21.

Contents

1. About these terms

2. Estimates, fees and payment

3. Working together

4. Timelines and delay

5. Creative development, amendments and approvals

6. Changes to scope

7. Print, production and third-party suppliers

8. Deliverables, artwork and intellectual property

9. Third-party content and licences

10. Web projects

11. Our use of AI

12. Data protection

13. Confidentiality

14. Showcasing our work

15. Warranties and materials you supply

16. Liability and insurance

17. Term, termination and cancellation

18. Advertising standards and regulatory compliance

19. Anti-bribery, sanctions and lawful conduct

20. Force majeure

21. Non-solicitation

22. Disputes

23. General

24. Governing law and jurisdiction

Schedules

Schedule 1 — Data Processing

Schedule 2 — Managed Hosting

Schedule 3 — AI Use

Schedule 4 — Media Planning and Buying

1. About these terms

1.1 Who we are

“We”, “us” and “our” mean Harleys Global Limited. “You” and “your” mean the client named in the Estimate or Statement of Work.

1.2 What we do

Our services include brand and marketing strategy; creative design and art direction; copywriting and editorial; video, film and animation; digital design, web design and build; digital communications and presentations; exhibition and environmental design; print management; and the planning, preparation and placement of advertising and marketing material, and other associated relevant services. The services to be provided to you are those set out in your Estimate or Statement of Work.

1.3 How these terms fit together

1.3.1 The agreement between us comprises: these terms; any Schedules attached to or referenced by them; and each Estimate or Statement of Work we issue and you approve in writing.

1.3.2 Where there is any conflict or inconsistency, the following order of precedence applies, highest first:

(a) any signed amendment or master services agreement expressly stating that it overrides these terms;

(b) the applicable Estimate or Statement of Work, but only in respect of scope, deliverables, fees and timelines;

(c) the Schedules;

(d) these terms.

1.3.3 No terms or conditions submitted by you — including any set out in or referred to by a purchase order, order acknowledgement, supplier portal registration or similar document — form part of the agreement between us, whether or not we acknowledge or act upon that document, unless we have expressly accepted them in a document signed on our behalf.

1.3.4 Only the Schedules relevant to the services we are providing apply to you. Schedule 2 applies only where we have expressly agreed to provide managed hosting, and Schedule 4 only where we plan, buy or manage advertising media on your behalf. Schedules 1 and 3 apply to all Services.

1.4 Updates to these terms

We may update these terms from time to time. Updated terms apply to work commissioned after we have notified you of them, and do not apply retrospectively to work already commissioned. Each version is published with a version number and effective date, and superseded versions remain available on request.

1.5 Definitions

AI-Assisted — work where AI Tools have been used to support a human-authored process, and where the delivered creative expression is authored, selected and directed by our people.

AI-Generated Content — material whose delivered form has been substantially produced by an AI Tool, including generated imagery, generated video, synthetic voice and synthetic music.

AI Tools — machine learning and generative artificial intelligence systems, including large language models and generative image, audio and video systems.

Background IP — intellectual property owned or licensed by us before a project, or developed outside it, including our methodologies, frameworks, templates, code libraries, tools, prompt libraries and know-how.

Business Day — any day other than a Saturday, Sunday or public holiday in England and Wales.

Change Order — a written assessment of the effect of a proposed change on fees, timelines and deliverables, as described in section 6.

Confidential Information — as defined in section 13.1.

Data Protection Legislation — the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any other applicable data protection or privacy law, in each case as amended or replaced from time to time.

Deliverables — the final work we deliver to you and which you have approved.

Development Materials — everything else generated during a project, including alternative concepts, unselected routes, working files, layered and editable source files, sketches, drafts, research materials and internal documentation.

Estimate — a written estimate, quotation or proposal issued by us.

Fees — the charges set out in an Estimate or Statement of Work, together with any further charges properly arising under these terms.

Services — the services described in section 1.2, as specified in the applicable Estimate or Statement of Work.

Statement of Work — a document setting out the scope, deliverables, fees and timeline for a project.

Terms such as controller, processor, personal data, data subject, processing and personal data breach have the meanings given in the Data Protection Legislation.

1.6 Interpretation

Section headings do not affect interpretation. “Including” and “for example” are not words of limitation. References to legislation include any amendment or replacement. The singular includes the plural and vice versa. A reference to writing includes email.

2. Estimates, fees and payment

2.1 Estimates

2.1.1 All Estimates exclude VAT, which will be charged at the prevailing rate where applicable.

2.1.2 Estimates are valid for 14 days from the date of issue.

2.1.3 The costs in an Estimate are guide prices. They reflect what we anticipate the creative, time and production requirements to be, based on experience and typical processes, and they assume your co-operation in providing content, meeting deadlines and giving approvals. Where there is significant variation from those assumptions, additional charges may become payable. We will always tell you before that happens.

2.1.4 Unless expressly stated in the Estimate, our Fees exclude: VAT; stock image, footage, music and font licences; domain registration and renewal; third-party software, platform and subscription costs; hosting and support charges; international travel and accommodation; courier and shipping costs; bank and currency conversion charges; and any other third-party costs incurred on your behalf.

2.1.5 Where a project extends beyond 12 months from the date of the Estimate, we may review and adjust our rates on 60 days’ written notice. Any adjustment will not exceed the higher of the annual increase in the Consumer Prices Index or 5% per year.

2.2 Starting work

2.2.1 We cannot commence work until we have received your written approval of the Estimate.

2.2.2 Unless stated otherwise, we normally require a deposit of 50% of the Fees before work begins, confirmed in the Estimate. Where a project is delivered in stages, a payment may be required before each new stage begins.

2.2.3 Any printing, fulfilment, mailing or third-party services provided through us require a minimum up-front payment of 50% of the agreed cost, unless otherwise stated.

2.3 Invoicing and payment

2.3.1 Unless otherwise agreed in writing, all invoices are payable within 14 days of the invoice date.

2.3.2 All sums payable are to be paid in full and in cleared funds, without any deduction, set-off, counterclaim or withholding, except as provided in section 2.5.

2.3.3 Where any sum is not paid by its due date we may, without limiting our other rights:

(a) charge interest on the overdue amount at 4% per year above the Bank of England base rate from time to time, accruing daily from the due date until payment, whether before or after judgment;

(b) recover the fixed sums and reasonable costs of recovery available under the Late Payment of Commercial Debts (Interest) Act 1998;

(c) suspend all or part of the Services on 7 days’ written notice, without liability for any resulting delay; and

(d) withhold delivery of final files and the transfer of rights under section 8.

2.4 Expenses

International travel and hotel expenses incurred by our people when attending exhibition builds, meetings, filming or location work will be charged to you in addition to the Fees. We will agree these with you in writing before they are incurred.

2.5 Taxes, withholding and international payments

2.5.1 All Fees and other sums payable are exclusive of value added tax, goods and services tax, sales tax and any similar tax, which you will pay in addition at the applicable rate on receipt of a valid invoice.

2.5.2 Notification. Before we begin work, you will tell us in writing whether any deduction or withholding on account of tax is or may become applicable to payments made to us under the law of any country, and at what rate. Where you do not tell us and a deduction or withholding is later applied, section 2.5.3 applies in full.

2.5.3 Gross-up. Where you are required by law to make a deduction or withholding on account of tax from any payment to us, the sum payable by you will be increased to the amount which, after that deduction or withholding has been made, leaves us with the amount we would have received had no deduction or withholding been required. For the avoidance of doubt, the amount stated in our invoice is the amount we are to receive.

2.5.4 Evidence. You will pay the amount deducted or withheld to the relevant tax authority within the time allowed by law, and will promptly provide us with official receipts, certificates or other evidence of payment in a form sufficient to enable us to claim any available relief, credit or repayment.

2.5.5 Treaty relief. Each party will provide the other with reasonable assistance and documentation to obtain the benefit of any applicable double taxation treaty or other relief, including certificates of tax residence, declarations of no permanent establishment, and any local tax registration, identifier or form required. Where a reduced treaty rate is available and we have provided the documentation reasonably required, you will apply that rate rather than the domestic rate.

2.5.6 Credit for tax recovered. Where you request it in writing within 12 months of the deduction or withholding, and where we have actually obtained and used a credit, relief or repayment in respect of tax deducted or withheld under this section, we will reimburse you the amount of the benefit actually realised, up to the amount of any additional sum you paid under section 2.5.3. We are under no obligation to pursue or claim any such benefit, to arrange our affairs so as to obtain one, or to disclose information about our tax affairs.

2.5.7 Local charges. You are responsible for any local tax registration, reverse charge, equalisation levy, digital services tax, import duty, transfer fee, correspondent bank charge or similar cost arising in your jurisdiction in connection with payments to us, and for any currency conversion cost.

2.5.8 Any additional sum payable under this section is payable on the same terms as the invoice to which it relates, and section 2.3.3 applies to it.

3. Working together

3.1 Your obligations

To enable us to perform the Services, you will:

(a) provide a clear brief and any background information we reasonably require;

(b) nominate a single point of contact with authority to give instructions, feedback and approvals on your behalf, and tell us promptly if that person changes;

(c) provide all content, assets, logos, images, data, brand guidelines and access we reasonably require, in the formats we specify and by the dates agreed;

(d) provide feedback and approvals within the timescales agreed;

(e) ensure the accuracy and completeness of the information you supply;

(f) obtain all consents, licences and clearances required for material you supply; and

(g) provide timely access to stakeholders, systems and premises where reasonably required.

3.2 Consequences

We are not responsible for delay, additional cost or defects arising from your failure to comply with section 3.1.

3.3 Our people and suppliers

3.3.1 We may engage subcontractors, freelancers and third-party suppliers to perform any part of the Services. We remain responsible to you for the Services and for the acts and omissions of our subcontractors as if they were our own.

3.3.2 Where we engage or manage a third party as your agent rather than as our subcontractor — for example in managing advertising media under Schedule 4, or where you have directed us to use a named supplier — we act as your agent and are not liable for that party’s performance beyond exercising reasonable care in its selection and management.

3.3.3 Everyone we engage on your work is required to enter into written confidentiality undertakings with us before being given access to your material, as set out in section 13.3A.

3.3.4 Sub-processing of personal data is governed by Schedule 1.

4. Timelines and delay

4.1 Any timeline we provide is an estimate, based on the scope agreed, the options selected and your co-operation in providing information, assets, resources and approvals when required.

4.2 We will use reasonable endeavours to meet agreed dates. We are not liable for delay caused by: your failure to provide information, assets or approvals when required; changes to the scope or brief; amendments requested; the acts or omissions of any third party not engaged by us; or any event described in section 20.

4.3 Where you delay providing anything we reasonably require for more than 20 Business Days, we may treat the project as suspended. On suspension we may re-allocate the resource assigned to your project, and on resumption we will agree a revised timeline with you. Where resumption requires us to remobilise a team or re-engage third parties, we may charge our reasonable additional costs of doing so.

4.4 Where a project remains suspended for more than three months, we may treat the project as terminated on written notice. On such termination you will pay all Fees for work performed to the date of termination, all third-party costs we have committed or cannot cancel, and any reasonable costs of demobilisation. The cancellation charge at section 17.3(c) does not apply to a termination under this section.

5. Creative development, amendments and approvals

5.1 What is included

5.1.1 Your Estimate sets out the creative development included in the Fees, comprising the presentation of concepts for your selection and the number of sets of amendments included in respect of the concept you approve. Unless the Estimate states otherwise, the Fees include one presentation of concepts and two sets of amendments.

5.1.2 Further rounds of concept development beyond those included in the Estimate are chargeable at our prevailing rates. We will tell you the cost before undertaking further work. We may at our discretion absorb the cost of further development where we consider it appropriate to the project; doing so on one occasion does not oblige us to do so again or create any expectation in respect of future work.

5.2 Amendments

5.2.1 A “set of amendments” means a single consolidated schedule of changes submitted together. Changes submitted piecemeal, or after we have begun work on a subsequent set, count as separate sets.

5.2.2 Amendments beyond those included in the Estimate are chargeable at our prevailing rates, and we will tell you before undertaking them.

5.3 Approvals

5.3.1 You must approve projects in writing. No further development — including release to printers or production suppliers — will be undertaken until we have received your written approval.

5.3.2 Amendments requested after written approval are chargeable in all cases, including where the amendment corrects an error that was not identified at approval stage.

5.4 If we cannot agree a direction

If, following the creative development included in the Estimate, we are unable to agree a creative direction, either party may terminate the project by written notice. On such termination we will invoice for work properly performed up to the date of termination, any deposit paid will be applied against that invoice, and no refund of sums already paid will be payable.

6. Changes to scope

6.1 Either party may request a change to the scope, deliverables, timeline or Fees of a project.

6.2 Where a change is requested, we will provide a Change Order setting out its effect on the Fees, timeline and deliverables. We will not begin work on the change until you have approved the Change Order in writing.

6.3 Where you instruct us to proceed with a change before a Change Order is agreed, we may do so at our discretion and will charge for the work at our prevailing rates.

6.4 The following are changes requiring a Change Order: additions to the deliverable list; changes to the approved creative direction after sign-off; additional stakeholders or approval stages; changes to page count, format count, language count, territory or duration of use; and amendments beyond those included under section 5.

7. Print, production and third-party suppliers

7.1 Print management

7.1.1 Where you ask us to provide print management services, we seek quotations from trusted print suppliers and provide a complete management service, from print sourcing and supplier liaison through to proof checking, to maintain quality and service through to delivery of the final product.

7.1.2 You are not contractually bound to use us for this service, but we strongly recommend it for quality control.

7.1.3 Where you prefer to use your own print supplier, we will provide artwork directly to you to manage and forward. In that case we are unable to monitor, advise on, or take any responsibility for the process or the final output. Where you ask us to oversee a print production process managed by your own supplier, this is subject to an additional charge.

7.1.4 Where you manage print yourself, we accept no liability for colour reproduction, substrate, finishing or delivery, and any reprint costs arising are yours.

7.2 Production partners

We work with a wide network of production partners — including exhibition builders, photographers, illustrators and specialist developers — to provide a high-quality service offering beyond our immediate in-house capabilities.

7.3 Production costs

Video, film, radio and audio production, recordings, and the services of performers and other individuals outside our own organisation that are essential to a production, will be charged to you at net cost to us plus a management charge where applicable. We will agree these costs with you in advance.

7.4 Research

Any research carried out at your request, or otherwise with your authority, will be charged to you. The basis of the charge will be discussed and agreed with you in advance.

7.5 Media

Where we have expressly agreed to plan, buy or manage advertising media on your behalf, Schedule 4 applies. Our normal model is that you contract and pay media owners and platforms directly, and we manage the activity for a handling charge in addition to our Fees.

8. Deliverables, artwork and intellectual property

8.1 Our warranty of title

We warrant that we own, or have secured from our employees, contractors and suppliers, the rights necessary to grant the assignment and licences in this section.

8.2 Transfer of rights on payment

8.2.1 Subject to full payment of all sums due, we assign to you with full title guarantee all intellectual property rights in the Deliverables, excluding Background IP and Development Materials.

8.2.2 Until payment is received in full, all such rights remain ours and you have no licence to use the Deliverables.

8.3 Our background materials

Background IP remains our property. Where Background IP is incorporated in the Deliverables, we grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use it as part of and for the purposes of the Deliverables. That licence does not permit you to extract, separate, license or exploit Background IP independently of the Deliverables.

8.4 Development materials

Development Materials remain our property. We are not obliged to deliver them, and we may but need not retain them. Where you wish to acquire rights in unselected concepts or in editable source files, we will discuss this and may make them available on payment of an additional fee.

8.5 Artwork formats

8.5.1 At your request we will supply artwork in final production form, such as print-ready PDF or outlined vector files.

8.5.2 We do not by default supply original working files — including InDesign, Photoshop, Illustrator, Figma, After Effects or Premiere project files — or any editable source assets.

8.5.3 Where we agree to supply original working files, we may charge an additional service fee reflecting the time and resources required to prepare them, including collating linked assets and fonts, packaging project files, removing or replacing third-party content we are not licensed to transfer, documenting file structure, and quality-checking the package. We will quote this before undertaking the work.

8.5.4 Supply of working files does not extend the assignment in section 8.2 to Background IP or Development Materials, does not transfer any third-party licence, and is provided without warranty as to compatibility with your software, systems or personnel.

8.6 Moral rights

We have secured, and will procure, waivers of moral rights under sections 77 to 80 of the Copyright, Designs and Patents Act 1988 from the individuals who create the Deliverables, to the extent permitted by law.

8.7 Web projects

For web projects, and unless the Estimate states otherwise, the assignment in section 8.2 extends to the visual design and to bespoke content prepared for you. It does not extend to: proprietary or third-party software; content management systems and their cores, themes, modules or plugins; e-commerce platforms; frameworks and libraries; databases and database schemas; source code we have licensed rather than written for you; or any component made available under an open-source or third-party licence, which remains subject to that licence.

8.8 Domain names

We recommend that you register and hold all domain names in your own name. Unless otherwise agreed, you own and are responsible for registering, renewing and maintaining them. Where we register or renew a domain on your behalf we do so as your agent, and we will transfer it to you on request. We are not responsible for the lapse of any domain we have not been instructed and funded to renew.

8.9 Third-party content

Nothing in this section assigns to you any rights in third-party content, which is governed by section 9.

9. Third-party content and licences

9.1 Where the Deliverables incorporate third-party content — including stock images, video, illustration, music, sound effects and fonts — that content is licensed, not assigned, and its use is subject to the terms of the relevant licence.

9.2 Unless the Estimate states otherwise, licence fees are excluded from the Fees and are chargeable to you at cost plus a handling charge of 20%, which covers sourcing, verification of licence scope against the intended territory, media and duration, and renewal tracking.

9.3 We will tell you the scope of any licence we procure on your behalf, including its permitted media, territory and duration. It is your responsibility to hold, monitor and renew the licences required for your continuing use of the Deliverables, and to ensure that use remains within scope.

9.4 Font licences are specific to the licensee and to the permitted use. Our own font licences do not extend to you. Where the Deliverables require fonts for your ongoing use — including web use, desktop use, embedding in applications or distribution to third parties — you must obtain the appropriate licence in your own name. We will advise on what is required.

9.5 We are not liable for any claim arising from your use of third-party content outside the scope of its licence, or from your failure to renew a licence.

10. Web projects

10.1 Hosting and domains

10.1.1 We recommend that you procure your own hosting and register your own domain names, in your own name, so that you retain direct control of and title to both. We will specify the technical requirements the hosting environment must meet, and will advise on suitable options if asked.

10.1.2 Where you procure your own hosting, you are responsible for ensuring the environment meets the requirements we specify, including any requirement as to platform, software versions, database, extensions, resource limits, certificates and deployment access. We are not obliged to begin build or deployment until a compliant environment is available to us.

10.1.3 You will provide us with the access we reasonably require to deploy and test the Deliverables, including hosting control panel, deployment, database and domain administration access. Section 4 applies to any delay arising from access not being provided when required.

10.2 Environments outside our control

Where the Deliverables are hosted in an environment we do not manage, we are not responsible for its availability, performance, resilience, security, patching, backup or configuration, nor for the acts or omissions of your hosting provider. The warranty in section 15.1 does not extend to any matter arising from that environment. Your relationship with your hosting provider, and its terms, are between you and it.

10.3 After handover

10.3.1 Delivery of a website or application does not create any ongoing obligation on us to host, monitor, maintain, update, patch, back up, secure or support it.

10.3.2 Unless we have entered into a separate support, maintenance or hosting arrangement with you, responsibility for the site and its environment passes to you on handover, including responsibility for applying security updates to the platform, its modules and its dependencies.

10.3.3 At handover we will tell you what the site requires by way of ongoing maintenance, including the components that will need security updates and the likely cadence, and we can quote separately for providing that maintenance. Where you decline, the responsibility described in section 10.3.2 is yours.

10.4 Our own environments

We use our own and third-party development, staging, testing and preview environments in the course of our work. These are working environments, not production services: they carry no availability commitment, are not intended for public use, and may be withdrawn once a project completes. Where such an environment contains your personal data, Schedule 1 applies and the relevant supplier is a sub-processor.

10.5 Managed hosting

Where we have expressly agreed to provide managed hosting, Schedule 2 applies.

10.6 Accessibility

10.6.1 Where the Services include the design or build of a website, application or digital product, the accessibility standard to which we will design and build, and the level of testing included, will be set out in the Statement of Work. Where no standard is specified, we will apply reasonable professional practice in relation to accessibility but give no warranty of conformance with any particular technical standard.

10.6.2 You must tell us before the project begins if you are subject to specific accessibility obligations, including: as a public sector body under the Public Sector Bodies (Websites and Mobile Applications) (No. 2) Accessibility Regulations 2018; in respect of products or services offered to consumers in the European Union; or under any contractual or procurement requirement applicable to you. Where you do so, we will agree the applicable standard, the testing and evidence required, and the associated Fees, and record them in the Statement of Work.

10.6.3 You remain responsible for determining the accessibility obligations that apply to your organisation and to the use you make of the Deliverables. We may advise on accessibility, but we do not provide legal advice on your compliance obligations.

10.6.4 Where a standard is agreed, conformance is assessed at handover. We are not responsible for the ongoing accessibility of content you or any third party adds, edits or uploads after handover; third-party plugins, embeds, widgets or integrations; or any modification made after handover.

10.6.5 Accessibility auditing, remediation of legacy content and ongoing monitoring are chargeable services and are not included unless expressly stated.

11. Our use of AI

11.1 Our work is authored by our people. We use AI Tools to support and extend that work, not to replace the human craft, judgement and creative direction you engage us for. Every deliverable is directed, selected and reviewed by our team before it reaches you.

11.2 We may use AI Tools on an AI-Assisted basis without seeking your specific consent. Where we are considering the use of AI-Generated Content in a final Deliverable, we will consult you and will seek to agree its use with you before proceeding.

11.3 You may notify us in writing that AI Tools are not to be used on your work, or are not to be used in specified ways. Where you do so we will comply, and we will tell you where this affects the Fees, timeline or the feasibility of any deliverable.

11.4 We do not enter your Confidential Information, personal data or unpublished creative work into AI Tools that lack contractual commitments on non-training, retention and security. We do not submit your material for the purpose of training any third-party AI model.

11.5 Schedule 3 sets out our AI position in full, including ownership and protection of AI-Generated Content, synthetic voice and likeness, transparency and labelling, and AI systems we build or deploy for you. Schedule 3 applies to all Services.

12. Data protection

12.1 Both parties will comply with the Data Protection Legislation. This section is in addition to, and does not relieve either party of, its own obligations under it.

12.2 Where we process personal data on your behalf in the course of providing the Services, you are the controller and we are the processor, and Schedule 1 applies.

12.3 Where we process personal data for our own purposes — including your contact details for the administration of our relationship — we do so as controller in accordance with our privacy notice, available at harleys.agency/legal.

12.4 Where we advise on or execute direct marketing on your behalf, you are responsible for the lawful basis for that marketing, for the provenance and consent status of any data you supply, and for maintaining suppression lists. We will advise on compliance but do not warrant the lawfulness of your data.

12.5 Neither party will do anything that puts the other in breach of the Data Protection Legislation.

13. Confidentiality

13.1 “Confidential Information” means any information disclosed by one party to the other, in any form, which is identified as confidential or which a reasonable person would understand to be confidential, including business plans, strategies, financial information, client and supplier lists, technical information, unreleased creative work and campaign plans.

13.2 Each party will keep the other’s Confidential Information confidential, use it only for the purposes of the engagement, and not disclose it except as permitted by this section.

13.3 Each party may disclose the other’s Confidential Information to its employees, officers, contractors, subcontractors and professional advisers who need to know it for the purposes of the engagement, provided that party ensures they are bound by obligations of confidentiality no less protective than these.

13.3A Everyone we engage on your work — including our employees, freelancers, contractors, performers, production partners and specialist suppliers — is required to enter into written confidentiality undertakings with us before being given access to your Confidential Information. Those undertakings are no less protective than the obligations in this section, and requiring them is a standing part of our supplier engagement process. We will confirm the position in respect of your project on request.

13.4 These obligations do not apply to information which: is or becomes public other than through breach of this section; was lawfully known to the recipient before disclosure; is independently developed without reference to the Confidential Information; is received from a third party free of any confidentiality obligation; or is required to be disclosed by law, court order or a regulatory authority, provided the disclosing party is notified in advance where lawful to do so.

13.5 These obligations continue for three years after the engagement ends, and indefinitely in respect of trade secrets.

13.6 On termination, each party will on request return or destroy the other’s Confidential Information, save that a party may retain copies required by law, professional obligation, or its ordinary backup and archiving processes.

13.7 Nothing in this section prevents us from using, for our own purposes and for other clients, the general skills, knowledge, techniques and market or sector understanding acquired in the course of our work, provided we disclose no Confidential Information in doing so.

14. Showcasing our work

14.1 You grant us a non-exclusive, perpetual, royalty-free licence to reproduce, display and describe the Deliverables and our work for you in our portfolio, website, social media channels, case studies, credentials presentations, new business materials and awards entries, and to identify you as our client and use your name and logo for that purpose.

14.2 We will not disclose your Confidential Information in exercising this right, and we will not publish commercially sensitive results without your prior written consent.

14.3 We will not publish work before its public launch, and will observe any embargo period you notify to us in writing.

14.4 Where you require work to remain confidential, you must tell us in writing before the project begins, and we will agree the position in the Statement of Work. Where a blanket restriction on showcase use applies, we may reflect this in our Fees.

15. Warranties and materials you supply

15.1 Our warranties

15.1.1 We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel, and that the Deliverables will conform in all material respects to the specification agreed in the applicable Estimate or Statement of Work.

15.1.2 We warrant that, to the best of our knowledge and belief, the Deliverables as created by us do not infringe the intellectual property rights of any third party. This warranty does not extend to: any material you supply or direct us to use; any modification made to the Deliverables by you or on your behalf; use of the Deliverables otherwise than as intended or agreed; third-party content licensed under section 9; or AI-Generated Content, which is governed by Schedule 3.

15.1.3 We will never knowingly infringe any copyright or trade mark, and will deliver, to the best of our knowledge, creative solutions that are original to us.

15.2 Your warranties

You warrant that:

(a) you own or have licensed all rights necessary in any material you supply to us, including text, images, video, audio, logos, data, trade marks and third-party content;

(b) such material does not infringe any third-party rights and is not unlawful, defamatory, obscene or misleading;

(c) any claim, representation or comparison you ask us to make in advertising or marketing material is accurate and substantiated; and

(d) you have obtained all consents required, including from individuals whose personal data, image, voice or likeness appears in the material.

15.3 Indemnity

You will indemnify us against all losses, damages, costs and reasonable legal expenses arising from any claim that material you supply, or any instruction you give, infringes the rights of a third party or breaches any law or regulatory code.

15.4 Inaccurate claims

You will tell us immediately if you believe any claim, statement or comparison in any copy we submit to you is inaccurate or misleading in relation to your products or services.

15.5 Exclusion of implied terms

Except as expressly set out in these terms, all warranties, conditions and terms implied by statute, common law or trade usage are excluded to the fullest extent permitted by law.

16. Liability and insurance

16.1 Liability we do not limit

Nothing in these terms limits or excludes either party’s liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) any matter for which liability cannot lawfully be limited or excluded, including under section 2(1) of the Unfair Contract Terms Act 1977; or

(d) your obligation to pay sums properly due.

16.2 Loss we exclude

Subject to section 16.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of or damage to goodwill or reputation; business interruption; loss, corruption or unauthorised disclosure of data (except as provided in section 12 and Schedule 1); wasted expenditure or wasted management time; or any indirect or consequential loss.

16.3 Cap on our liability

Subject to section 16.1, our total aggregate liability arising out of or in connection with the engagement, whether in contract, tort, breach of statutory duty or otherwise, is limited to the greater of:

(a) the total Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim; and

(b) £100,000.

16.4 Time limit for claims

Subject to section 16.1, neither party may bring a claim more than 12 months after the date on which it became, or ought reasonably to have become, aware of the circumstances giving rise to the claim.

16.5 Matters outside our responsibility

We are not liable for: the accuracy of any material you supply or approve; the performance, availability or security of any third-party platform, service or supplier not engaged by us; any modification made to the Deliverables after delivery; the output of any print, production or fulfilment supplier you engage directly; or your use of the Deliverables in a manner or territory not agreed with us.

16.6 Reasonableness

The limitations in this section reflect the Fees charged and the allocation of risk agreed between us, and each party confirms that it considers them reasonable.

16.7 Insurance

16.7.1 We maintain, with reputable insurers, professional indemnity, public liability and employers’ liability insurance at levels appropriate to the Services we provide, together with such other cover as we consider appropriate from time to time.

16.7.2 We will provide evidence of our current cover, including certificates of insurance and the applicable limits of indemnity, on reasonable request.

16.7.3 Where you require us to maintain specified minimum levels of cover, or cover of a particular type, this will be agreed and recorded in the applicable Statement of Work or master services agreement.

17. Term, termination and cancellation

17.1 Retained services

Where we provide Services on a retained or ongoing basis, either party may terminate on not less than three months’ written notice. All Fees and retainer payments falling due within the notice period remain payable in full.

17.2 Projects

Each project continues until the Deliverables have been delivered and accepted, unless terminated earlier in accordance with these terms.

17.3 If you cancel

You may terminate a project on written notice at any time. On such termination you will pay:

(a) all Fees for work performed to the date of termination;

(b) all third-party costs we have committed or cannot cancel;

(c) a cancellation charge of 25% of the unbilled balance of the Fees, in respect of resource allocated and not recoverable; and

(d) any reasonable costs of demobilisation.

17.4 Termination for cause

Either party may terminate immediately on written notice where the other:

(a) commits a material breach and fails to remedy it within 30 Business Days of written notice specifying the breach and requiring its remedy;

(b) commits a material breach incapable of remedy;

(c) fails to pay any sum due for more than 30 days after written demand; or

(d) becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases or threatens to cease trading.

17.5 What happens on termination

On termination or expiry:

(a) all sums due to us become immediately payable;

(b) no intellectual property is assigned or licensed to you under section 8 unless and until all sums due are paid in full;

(c) we will, on request and at your cost, provide reasonable assistance in transitioning work to you or an incoming supplier, chargeable at our prevailing rates;

(d) each party will comply with section 13.6; and

(e) sections 8, 9, 13, 14, 15, 16, 19, 21, 22, 23 and 24, together with Schedules 1 and 3, survive, as does any other provision intended to survive.

17.6 Hosting

Termination of managed hosting services, where provided, is governed by Schedule 2.

18. Advertising standards and regulatory compliance

18.1 We work to the standards set out in the UK Code of Non-broadcast Advertising, Direct & Promotional Marketing (the CAP Code) and, where relevant, the UK Code of Broadcast Advertising (the BCAP Code). We have regard to the rulings and published guidance of the Advertising Standards Authority in preparing material for you.

18.2 We will advise you where, in our view, proposed material may raise an issue under those Codes or under applicable consumer protection law, including the Digital Markets, Competition and Consumers Act 2024. Responsibility for the accuracy and substantiation of claims about your products and services remains yours, and final approval of all material rests with you.

18.3 You acknowledge that under the CAP Code primary responsibility for observing the Code rests with the advertiser, and that you are responsible for holding documentary evidence to substantiate any claim before publication.

18.4 We may decline to produce or place material which we reasonably believe would breach any applicable law or regulatory code.

19. Anti-bribery, sanctions and lawful conduct

19.1 Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and will maintain adequate procedures designed to prevent bribery by its personnel and associated persons.

19.2 Each party will comply with all applicable laws relating to modern slavery and human trafficking, including the Modern Slavery Act 2015, and will take reasonable steps to ensure no slavery or human trafficking occurs in its supply chain.

19.3 Each party will comply with all applicable sanctions, export control and trade restriction laws. Where the Services relate to controlled goods, technology or information, you will tell us in advance and identify any restriction on the nationality, location or access rights of personnel, on the transmission or storage of information, or on the tools and platforms that may be used. We are not obliged to perform any part of the Services which would put us in breach of such laws.

19.4 Each party will comply with all applicable laws relating to the facilitation of tax evasion and the prevention of fraud.

20. Force majeure

20.1 Neither party is in breach of these terms, nor liable for any delay or failure to perform, arising from an event beyond its reasonable control, including: act of God; fire, flood, earthquake or severe adverse weather; epidemic or pandemic; war, armed conflict, terrorism or civil unrest; imposition of sanctions or embargo; government action, restriction or change of law; industrial action other than by its own workforce; failure of utilities, transport or telecommunications networks; failure or interruption of internet or third-party hosting infrastructure; and cyber attack or malicious interference not caused by that party’s failure to take reasonable security measures.

20.2 The affected party will notify the other as soon as reasonably practicable, and will use reasonable endeavours to mitigate the effect and resume performance.

20.3 Where such an event continues for more than two months, either party may terminate the affected project on 60 days’ written notice. A notice given under this section may be withdrawn by the party that gave it if the event ceases before the notice expires. On such termination we will invoice for work properly performed and costs properly committed up to the date of termination.

20.4 Lack of funds is not an event beyond a party’s reasonable control.

21. Non-solicitation

21.1 During the engagement and for 12 months after it ends, you will not, without our prior written consent, directly or indirectly solicit for employment or engagement any of our employees, or any freelancer or contractor introduced to you by us and engaged on your project, other than through a general public recruitment advertisement not specifically targeted at that person.

21.2 If you breach section 21.1, you will pay us a sum equal to 30% of the annual salary or fee package of the person concerned. That sum represents compensation for our recruitment and agency fees, onboarding and training investment, loss of project continuity, and the cost of recruiting and training a replacement. The parties agree it is a genuine and proportionate estimate of our loss and not a penalty.

22. Disputes

22.1 Where a dispute arises, the parties will first refer it to their respective project leads, who will meet within 10 Business Days to seek resolution.

22.2 If unresolved, the dispute will be escalated to a director or equivalent senior representative of each party, who will meet within a further 10 Business Days.

22.3 If still unresolved after 30 days from escalation, either party may propose mediation under the CEDR Model Mediation Procedure. Neither party is obliged to mediate, and nothing in this section prevents either party from seeking injunctive relief or commencing proceedings at any time.

23. General

23.1 Entire agreement. The agreement between us constitutes the entire agreement and supersedes all prior discussions, representations, proposals and understandings, whether written or oral. Neither party has relied on any statement not expressly set out in it. Nothing in this section limits liability for fraudulent misrepresentation.

23.2 Variation. No variation is effective unless in writing and agreed by both parties, save that we may update these terms in accordance with section 1.4.

23.3 Assignment. Neither party may assign or transfer its rights or obligations without the other’s prior written consent, save that either party may assign to a successor in title to substantially the whole of its business. We may subcontract in accordance with section 3.3.

23.4 No partnership. Nothing creates a partnership, joint venture or employment relationship, and neither party has authority to bind the other except as expressly stated.

23.5 Third-party rights. No person other than the parties has any right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.

23.6 Notices. Notices must be in writing and sent to the address or email address notified by the recipient for that purpose. Notice by email is deemed given on the next Business Day after sending, provided no delivery failure is received. Notices of termination or of breach must also be sent by post or hand delivery.

23.7 Severance. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted. The remainder of the agreement continues in force.

23.8 Waiver. No failure or delay in exercising a right is a waiver of it, and no single or partial exercise prevents further exercise.

23.9 Counterparts and signature. The agreement may be executed in counterparts and by electronic signature.

23.10 Statutory rights. By agreeing to these terms, your statutory rights are not affected.

24. Governing law and jurisdiction

24.1 These terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.

24.2 Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

Schedule 1 — Data Processing

1. Roles. Where we process personal data on your behalf in the course of providing the Services, you are the controller and we are the processor.

2. What we process and why. The following describes the processing we carry out as your processor.

(a) Subject matter and purpose: processing is carried out only as necessary to provide the Services described in your Estimate or Statement of Work, and on your instructions.

(b) Nature of the processing: typically the receipt, storage, organisation, use, transmission and deletion of personal data contained in material you supply or to which you give us access — for example contact details for project administration, mailing and campaign lists, website or form submissions, analytics and online identifiers, and images, video or audio in which individuals appear. It also includes personal data present in content held within development, staging, testing and preview environments used in the course of a project.

(c) Types of personal data: typically names, job titles, business and personal contact details, marketing and communication preferences, online identifiers including IP addresses and cookie identifiers, images, voice and video recordings, and any other personal data contained in material you supply.

(d) Categories of data subject: typically your personnel, your customers, prospects and subscribers, users of your website or application, and individuals appearing or featured in creative content.

(e) Duration: for the duration of the engagement and any retention period agreed or required by law, after which paragraph 3(g) applies.

(f) Special category and criminal offence data: we do not process special category or criminal offence personal data unless expressly agreed in writing.

(g) Anything further: where a project involves processing materially different from the above, or of a scale, sensitivity or duration requiring particularisation, the parties will record the details in the applicable Statement of Work, which prevails over this paragraph for that project.

3. Our obligations. We will:

(a) process personal data only on your documented instructions and only as necessary to provide the Services, unless required otherwise by law, in which case we will notify you unless prohibited from doing so;

(b) ensure that personnel authorised to process the personal data are subject to a duty of confidence;

(c) implement and maintain appropriate technical and organisational measures in accordance with Article 32 UK GDPR, details of which we will provide on request;

(d) not transfer personal data outside the United Kingdom without an appropriate transfer mechanism in place, as described in paragraph 6;

(e) assist you, at your cost, in responding to data subject requests and in complying with your obligations under Articles 32 to 36 UK GDPR;

(f) notify you without undue delay, and in any event within 48 hours, on becoming aware of a personal data breach affecting the personal data, and provide the information reasonably required for you to meet your own notification obligations;

(g) on termination, delete or return the personal data at your election, save where retention is required by law; and

(h) make available information reasonably necessary to demonstrate compliance, and permit audit no more than once per year on 30 days’ notice, at your cost and subject to reasonable confidentiality and security conditions.

4. Sub-processors. You give general authorisation for us to appoint sub-processors, which include our hosting and infrastructure suppliers and any third-party platform, tool or service used in providing the Services. We will maintain a list of current sub-processors and the locations at which they store data, available to you on request, and will give you 14 days’ notice of any intended addition or replacement. You may object on reasonable data protection grounds, in which case the parties will discuss in good faith; where the sub-processor is essential to the Services and no alternative is available, either party may terminate the affected Services. We will impose on each sub-processor obligations equivalent to those in this Schedule and remain liable for their performance.

5. Your obligations. You warrant that you have a lawful basis for the processing, that you have provided all required information to data subjects, and that your instructions to us comply with the Data Protection Legislation.

6. International transfers. Where personal data is transferred outside the United Kingdom to a country not covered by UK adequacy regulations, the parties will put in place the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, and we will conduct a transfer risk assessment. We will tell you on request where personal data processed on your behalf is stored.

7. AI processing. Where the Services involve processing personal data using AI Tools, Schedule 3 applies in addition to this Schedule. We will not enter personal data into any AI Tool that does not offer contractual commitments on non-training, retention and security equivalent to those in this Schedule.

Schedule 2 — Managed Hosting

This Schedule applies only where we have expressly agreed in writing to provide managed hosting. Where we have not, section 10 applies instead.

1. Third-party infrastructure. Hosting infrastructure is provided by a third-party supplier (the “Hosting Provider”) with whom we contract. We do not operate our own server infrastructure. The service is subject to the Hosting Provider’s own terms, service description and acceptable use policy, which we will make available on request. Nothing in this Schedule commits us to a standard exceeding that which the Hosting Provider provides to us.

2. Availability and backups. We will pass through to you the availability and backup arrangements applicable to the plan you are on, and will pursue on your behalf any remedy available to us from the Hosting Provider. We give no independent availability guarantee. Backups are a disaster recovery measure and not an archive: you remain responsible for maintaining your own copies of anything you cannot afford to lose.

3. Security and patching. Infrastructure, operating system and platform-level security are the Hosting Provider’s responsibility under its own terms. We are responsible for configuring the application environment appropriately and for applying security patches to the platform, modules and dependencies we have installed, within 15 Business Days of release for patches classified as critical. You are responsible for the security of credentials issued to you, for anything added to the site by you or a third party, and for funding upgrades recommended under paragraph 4.

4. Version currency. Where any component of your site approaches or passes end of support we will notify you and recommend an upgrade path. Upgrades and migrations are chargeable and are not included in the hosting fee. Where you decline a recommended upgrade we may require you to acknowledge the risk in writing, and may withdraw support for the affected components or terminate hosting on three months’ written notice.

5. Accounts, exclusions and term. Accounts are held in our name unless otherwise agreed; transfer on termination is subject to the Hosting Provider’s process, and we may charge for assistance. Hosting excludes content updates, development work, domain registration and renewal, third-party subscription or licence costs, and support for issues arising from your own systems. Hosting runs for a minimum term of 12 months and renews annually unless terminated on 30 days’ written notice before renewal. We may suspend hosting where fees are more than 30 days overdue, on seven days’ written notice.

6. Data protection. We act as your processor in respect of personal data within the hosted environment and Schedule 1 applies. The Hosting Provider is a sub-processor and is included in the sub-processor list referred to in paragraph 4 of Schedule 1.

7. Liability. We do not warrant that hosting will be uninterrupted or error-free, or that the environment is free from vulnerabilities or malicious code. Our liability in respect of hosting is subject to section 16 and, in respect of any failure attributable to the Hosting Provider rather than to our own management or configuration, is limited to such sums or remedies as we are able to recover from the Hosting Provider.

Schedule 3 — AI Use

This Schedule applies to all Services.

1. Our position

1.1 Our work is authored by our people. We use AI Tools to support and extend that work, not to replace the human craft, judgement and creative direction our clients engage us for. Every deliverable is directed, selected and reviewed by our team before it reaches you.

1.2 This Schedule sets out how we use AI Tools, the safeguards that apply, and the distinct position that applies in the narrower category of cases where AI-Generated Content forms part of a final Deliverable.

2. Use, disclosure and consent

2.1 AI-Assisted work — our standard practice. We may use AI Tools on an AI-Assisted basis without seeking your specific consent, including for research, competitor and market analysis, transcription and summarisation of meetings, ideation, drafting, iteration, image clean-up and retouching, code assistance, and internal quality assurance. In all such cases the delivered work is human-authored and section 15.1.2 applies to it in full.

2.2 AI-Generated Content — by consultation and agreement. Where we are considering the use of AI-Generated Content in a final Deliverable, we will tell you and will use reasonable endeavours to consult you and agree its use before proceeding. Agreement may be given for a project, a workstream or a category of use, and need not be sought item by item. Where you tell us that AI-Generated Content is not to be used, paragraph 2.3 applies.

2.3 Your right to restrict. You may notify us in writing that AI Tools are not to be used on your work, or are not to be used in specified ways. Where you do so: we will comply; we will tell you where this affects the Fees, timeline or the feasibility of any deliverable; and any resulting change will be handled under section 6.

2.4 Transparency. On request, we will provide a summary of how AI Tools have been used on your project, and will maintain a record sufficient to do so.

3. Your information and confidentiality

3.1 We will not enter your Confidential Information, personal data, unpublished creative work or commercially sensitive material into any AI Tool other than one which: is used under a business or enterprise agreement; contractually commits that inputs and outputs will not be used to train the provider’s models; and provides appropriate security and retention controls.

3.2 We will not enter into any AI Tool any information subject to export control, sanctions restriction or a security classification notified to us under section 19.3.

3.3 We maintain a list of AI Tools approved for use on client work, available to you on request. We will not use an unapproved tool on your work.

3.4 We will not submit your material for the purpose of training any third-party AI model, and will not permit any subcontractor to do so.

4. Our own use of learnings

4.1 Consistent with section 13.7, we may use the general skills, techniques, methods and prompt approaches developed in the course of our work for our own purposes and for other clients, provided that in doing so we disclose no Confidential Information and reuse no material specific to you.

4.2 We will not use your Confidential Information, brand assets or creative work to fine-tune, train or condition any model for use outside your account.

5. Ownership, protection and exclusivity

5.1 AI-Assisted Deliverables. For AI-Assisted Deliverables, substantive human creative direction, selection, arrangement and editing has been applied. Section 8 applies to them in the ordinary way, and the warranty in section 15.1.2 applies without qualification.

5.2 AI-Generated Content — assignment. Section 8 applies to AI-Generated Content in the same way as to other Deliverables, subject to the following paragraphs.

5.3 Uncertainty of protection. You acknowledge that the legal status of AI-Generated Content is uncertain and developing. In particular, material generated without sufficient human authorship may not attract copyright protection in the United Kingdom or in other jurisdictions, and we can therefore make no representation that AI-Generated Content is capable of being owned, registered or enforced as copyright material.

5.4 No warranty of exclusivity. Accordingly, and notwithstanding section 15.1.2, we do not warrant that AI-Generated Content is original, unique, protectable or exclusive to you. Similar or identical material may be generated by others using similar tools and inputs.

5.5 Where protection matters. Where exclusivity or enforceable ownership is material to your requirements — for example for a logo, a brand mark, a registrable design or a distinctive campaign asset — you should tell us, and we will ensure the relevant Deliverable is human-authored. Where you have not told us, we will apply the same principle to any element we would reasonably expect to require protection.

6. Accuracy and human review

6.1 All AI-Assisted and AI-Generated output is reviewed by our people before delivery.

6.2 We do not warrant that AI-generated text, data, statistics, citations, translations or technical content is accurate or complete. AI Tools can produce plausible but incorrect material.

6.3 You remain responsible for verifying, and for the accuracy of, any factual, technical, regulatory, financial, medical, legal or safety-related content in material you approve, consistent with sections 15.2 and 18.2.

7. Synthetic voice, likeness and performance

7.1 We will not create or use a synthetic voice, image, likeness or performance based on a real identifiable person, whether living or deceased, without documented written consent from that person or their estate or rights holder, specifying the permitted uses, media, territory and duration.

7.2 Where a performer’s recorded work is used to create, train or drive a synthetic voice or likeness, we will secure consent addressing scope, duration, credit and remuneration, having regard to applicable collective agreements and industry standards for AI use.

7.3 You warrant that you hold all necessary rights and consents in any voice recording, photograph, video footage or likeness you supply to us for AI processing, including consent to that specific use.

7.4 We will not use AI Tools to generate a synthetic endorsement, testimonial, review or product demonstration presented as genuine.

7.5 Where a Deliverable includes a synthetic voice or likeness, we will retain the consent documentation for six years and provide copies on request.

8. Transparency and labelling

8.1 Where required by law, by an applicable advertising code, or by a platform’s own rules, AI-Generated Content must be disclosed as artificially generated or manipulated. This includes the transparency obligations under Article 50 of Regulation (EU) 2024/1689 (the EU AI Act) for synthetic image, audio and video content published or targeted in the European Union.

8.2 We will in all cases identify to you which Deliverables contain AI-Generated Content, whether or not its use was agreed in advance under paragraph 2.2, and will advise on the disclosure we consider necessary.

8.3 Unless we agree otherwise in writing, you are responsible for applying required disclosures, labels and disclaimers when publishing or placing the Deliverables.

8.4 Where technically practicable, we will preserve content provenance metadata, including C2PA Content Credentials, in AI-Generated image and video Deliverables. You acknowledge that such metadata may be stripped by third-party platforms in the ordinary course of publication.

9. AI systems built or deployed for you

9.1 Where the Services include building, configuring or deploying an AI system for you — including a chatbot, recommendation engine, personalisation system or automated content system — the following apply in addition to the above.

9.2 You are the deployer of that system for the purposes of applicable AI regulation, and are responsible for its use, monitoring and governance after handover.

9.3 Before we begin, the parties will assess whether the intended use falls within a prohibited or high-risk category under the EU AI Act or any equivalent applicable regime, and will address the resulting obligations — including risk management, data governance, technical documentation, logging, human oversight and conformity assessment — in the applicable Statement of Work. Meeting those obligations is chargeable and is not included unless expressly stated.

9.4 We do not warrant the output of any AI system after handover, and we are not responsible for its behaviour following any change made by you, by a third party, or by the underlying model provider.

9.5 Where the system processes personal data, Schedule 1 applies, and you are responsible for the lawful basis, for any transparency obligations to data subjects, and for compliance with Article 22 UK GDPR where the system makes or supports automated decisions with significant effects.

10. Indemnity and liability

10.1 Where the provider of an AI Tool offers an indemnity in respect of third-party intellectual property claims arising from that tool’s output, we will pass through the benefit of that indemnity to you to the extent we are permitted to do so and to the extent its conditions have been met.

10.2 Save as provided in paragraph 10.1, we give no indemnity in respect of AI-Generated Content, and our liability in respect of it is subject to section 16.

10.3 Where you direct us to use a specific AI Tool, or to use AI Tools in a manner we have advised against, you accept the risk arising from that direction.

11. Changes in law

11.1 The regulation of AI is developing. Where a change in applicable law or regulatory code affects our ability to provide the Services as agreed, or requires additional work, we will notify you and the parties will address the position under section 6.

Schedule 4 — Media Planning and Buying

This Schedule applies only where we have expressly agreed to plan, buy or manage advertising media on your behalf. It is not part of our standard services.

1. Scope. This Schedule covers the planning, management and optimisation of advertising media, including paid search, paid social, display, video, audio, programmatic, retail media, outdoor, press, broadcast, affiliate, and influencer or creator activity.

2. Our role — we plan and manage, you contract and pay.

2.1 Our normal model is that you hold the accounts and contracts with media owners, advertising platforms and technology suppliers in your own name, with your own payment method, and that we plan, manage and optimise the activity within them as your agent. You retain control of the accounts, the payment relationship, the historical performance data and the audience assets.

2.2 Accordingly, media spend is your cost, is contracted directly by you, and does not form part of the Fees. We do not fund media spend on your behalf.

2.3 Where a media owner or platform will not contract directly with you and we agree to book in our own name, we do so as principal and only on the basis that: the spend is paid to us in cleared funds in advance; our contract with that media owner is subject to its rate card or standard conditions, which we will make available to you; and the rights and liabilities between you and us correspond to those between us and that media owner. We are not obliged to book, commit or continue any activity beyond the funds cleared. Where media is billed to us in a currency other than sterling, we will charge you the sterling amount debited to us including any conversion or payment charge.

3. Our charges.

3.1 In addition to the Fees for planning, creative and production work, we charge a handling charge for media management of 20% of the media spend placed or managed by us in the relevant period, excluding VAT, unless a different basis is agreed in the Statement of Work.

3.1A The handling charge is invoiced in advance, calculated on the media budget agreed for the period in question, and is payable before we place or commit any activity for that period. Where the media spend actually placed or managed in a period differs from the budget on which the handling charge was calculated, we will reconcile the difference on the next invoice or, at the end of the activity, by further invoice or credit as appropriate.

3.2 The handling charge excludes creative development and production; landing page and asset build; third-party ad serving, verification, measurement and brand safety tools; advertising technology and demand-side platform fees; influencer and talent fees; and research. These are quoted separately and, where contracted by you, paid by you directly.

3.3 Where a media owner pays us commission on a booking, we will disclose it to you and credit it against the handling charge on that booking.

3.4 We will disclose to you on request the spend placed or managed on your behalf, our handling charge on it, and any commission, rebate or discount received by us in connection with your activity. We will not take undisclosed value from your media spend.

4. Budgets and performance.

4.1 Media budgets are agreed in writing. We will not commit spend in excess of the agreed budget without your written approval.

4.2 Advertising platforms deliver spend using their own pacing and bidding systems, which we control only through the settings available to us. Actual spend in any period may vary from the plan, and we will tell you promptly of any material variance.

4.3 Audience figures, reach, impressions, clicks, conversion rates, cost per acquisition, return on ad spend and similar measures are estimates and forecasts, not commitments. We do not warrant any level of performance or commercial outcome. A proportion of digital activity is affected by invalid traffic, non-viewable impressions and ad fraud; we will apply reasonable controls and pursue any credit available from the platform, but we are not liable for spend so affected.

5. Bookings and committed spend. Media bookings are subject to the media owner’s or platform’s own cancellation deadlines, which frequently prevent cancellation without charge within a defined period before publication. We will tell you the applicable deadline before booking. Where activity is cancelled after a booking becomes non-cancellable, the committed spend remains payable, together with the handling charge on it.

6. Platform terms and policies.

6.1 All activity is subject to the advertising policies and terms of the relevant platform or media owner, which may be changed and applied at their discretion.

6.2 We will advise on platform policy and flag where we consider proposed creative, targeting or landing pages are likely to be rejected. Responsibility for the compliance of your products, services, claims and landing pages remains yours.

6.3 We are not liable for a platform’s decision to reject, restrict or remove any advertisement, to suspend or disable an account, or to change its policies, algorithms, inventory, targeting options, measurement or pricing. We will use reasonable endeavours to resolve rejections and to appeal where an appeal route exists.

7. Brand safety and placement. Programmatic and platform buying places advertising across large numbers of sites, apps and content items, and neither we nor any platform can guarantee the content adjacent to which an advertisement appears. We will apply the brand safety settings, inclusion and exclusion lists and category blocks agreed with you, and will advise on appropriate controls. You are responsible for telling us of any sensitivity, sector restriction or adjacency requirement applicable to your organisation and for approving the resulting settings. Subject to applying those settings with reasonable skill and care, we are not liable for placement you consider unsuitable.

8. Measurement and reporting. We will report at the cadence agreed, using platform-reported and, where implemented, third-party data. Figures reported by platforms routinely differ from those in your own analytics or sales systems because of differences in attribution model, attribution window, cross-device matching, consent state and bot filtering. Such discrepancies are inherent to digital measurement and are not evidence of error. We do not warrant the accuracy of data reported by any platform or measurement supplier.

9. Tags, tracking and consent.

9.1 Digital advertising requires tags, pixels and similar technologies on your website or application. Deployment requires a lawful basis, and in the United Kingdom consent for non-essential cookies and similar technologies under the Privacy and Electronic Communications Regulations 2003.

9.2 You are the controller in respect of data collected through such technologies on your properties, and are responsible for operating a compliant consent mechanism, for ensuring your privacy notice discloses the technologies in use, and for honouring consent signals.

9.3 We will advise on implementation and configure consent-aware measurement where the platform supports it. We do not provide legal advice on your consent position, and we are not liable for any claim arising from tags deployed at your instruction where the required consent or notice was not in place.

9.4 Restricting or declining tracking will reduce measurement accuracy and campaign optimisation, and may materially affect performance.

10. Audience and first-party data. Where you supply customer lists or other first-party data for targeting, matching or suppression, you warrant that you have a lawful basis for that disclosure and use, that affected individuals have been informed as required, and that you have honoured all objections and opt-outs. We will handle such data in accordance with Schedule 1 and will upload it only to platforms and in the manner you have approved. Once uploaded, the platform processes the data under its own terms. Audiences and segments built within your accounts are yours.

11. Influencer and creator activity. Influencer and creator engagements are subject to separate written agreements covering deliverables, usage rights, exclusivity, territory, duration and payment; usage beyond the agreed licence requires a further agreement and further payment. Paid partnership content must be clearly and prominently disclosed as advertising in accordance with the CAP Code and applicable consumer protection law. We will advise on the disclosure required and make it a condition of the engagement, but cannot guarantee an individual’s compliance once content is published. We are not liable for the conduct or published statements of any influencer or creator beyond exercising reasonable care in selection, briefing and contracting.

12. Termination. On termination we will, on request, pause or wind down live activity, provide a final report, and provide reasonable assistance in handing over management of your accounts, tags and audiences to you or an incoming agency. Transition assistance is chargeable at our prevailing rates. You remain liable for spend committed before termination that cannot be cancelled, together with the handling charge on it. Where we hold any account in our own name under paragraph 2.3, we may close it 30 days after termination unless you have asked us in writing to assist with a transfer.

Document control

Version	1.0
Effective	20 August 2026
Supersedes	Terms of business dated September 2013
Published at	harleys.agency/terms
Superseded versions	Available on request under section 1.4