Sprout Me Media Ltd trading as Sprout Media
Last updated 27th June 2025
Terms and Conditions
1. Services Provided: 1.1 The digital marketing agency (hereinafter referred to as “Agency”) agrees to provide the Client with digital marketing services as outlined in the agreed-upon proposal or contract.
2. Term of Agreement: 2.1 This agreement shall commence once the initial invoice has been raised and shall continue until terminated by either party in accordance with the terms set forth herein.
3. Cancellation: 3.1 This agreement shall continue in force for the duration of the of the minimum services term.
3.2 Either party may terminate this agreement with a written notice of not less than 1 calendar month providing the minimum term has been complete.
4. Termination Fee: 4.1 In the event of termination by the Client within the 1 calendar month notice period, the Client agrees to pay a termination fee equivalent to 1 months management fee.
4.2 In the event of a break clause inserted into the order form, in order to activate this clause, the client must give notice no less than 1 calendar month before the date of the break clause. Failure to provide adequate written notice to trigger the break clause would result in the break clause becoming null and void and the minimum contract term must be met in full.
5. Payment Terms: 5.1 Unless specified otherwise in writing, the Client agrees to pay management fees for the services monthly in advance.
6. Confidentiality: 6.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the agreement.
7. Ownership of Work: 7.1 Any work created by Sprout Me Media Ltd for the Client shall remain the property of the Client upon full payment of all fees.
8. Performance Metrics: 8.1 Sprout Me Media Ltd will provide regular reports detailing the performance of digital marketing campaigns and strategies.
9. Liability: 9.1 Sprout Me Media Ltd is not liable for any loss, damage, or delay arising out of circumstances beyond its reasonable control.
10. Governing Law: 10.1 This agreement shall be governed by and construed in accordance with the laws of United Kingdom law.
11. Amendments: 11.1 This agreement may be amended only in writing and signed by both parties.
11.2 Sprout Me Media Ltd have full discretion over amendment requests to the agreed order form. This includes (but is not limited to) pauses, payment term amendments and amendments to management fees.
11.3 The client is entitled to request a campaign pause for a maximum of 30 days which Sprout Me Media Ltd have full discretion over. The client can also only request a maximum of one campaign pause per calendar year.
11.3 The client is entitled to request a campaign pause for a maximum of 30 days which Sprout Me Media Ltd have full discretion over. The client can also only request a maximum of one campaign pause per calendar year.
12. Entire Agreement: 12.1 This agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, or agreements.
13. Termination Notice: 13.1 Any termination notice must be in writing and sent to the addresses specified in this agreement.
14. The client’s obligations: 14.1 The Client shall:
14.1.1 pay all Fees, applicable Digital Taxes and additional charges in accordance with this Agreement; 14.1.2 co-operate with Sprout Me Media Ltd in all matters relating to the Services;
14.1.3 ensure that Sprout Me Media Ltd has all such access to the Client’s information, electronic systems and materials as Sprout Me Media Ltd may reasonably require in order to supply the Services;
14.1.4 promptly provide Sprout Me Media Ltd with all assistance, directions, instructions or information, as reasonably required by Sprout Me Media Ltd to perform the Services;
14.1.5 provide timely updates on any information relevant to the Services, including (without limitation) any changes to the Client’s website that would affect the Client’s Campaigns;
14.1.6 comply with all applicable laws and regulations in relation to its receipt of and use of the Services, and any guidelines or policies of Sprout Me Media Ltd issued to the Client from time to time during the Term;
14.1.7 Notify Sprout Me Media Ltd promptly if it wishes to change the contact details for, or replace, the Main Client Contact, providing Sprout Me Media Ltd with all required information prescribed in the Order Form;
14.2 The Client shall not use any trade mark, copyright, branding elements, or other Intellectual Property Rights of Sprout Me Media Ltd without Sprout Me Media Ltd’s prior written consent, unless the Client is entitled to do so under applicable law.
14.3 If Sprout Me Media Ltd’s performance of any of its obligations under this Agreement is prevented or delayed by any act by or omission of the Client, or by any failure by the Client to perform any relevant obligation (“Client Default”):
14.3.1 without limiting or affecting any other right or remedy available to it, Sprout Me Media Ltd shall have the right to immediately suspend performance of the Services until the Client remedies such Client Default, and to rely on such Client Default to relieve it from the performance of any of its obligations, in each case to the extent that such Client Default prevents or delays Sprout Me Media Ltd’s performance of any of its obligations.