Terms of Business

Definitions

CCM Cheshire Cat Marketing Limited, registered in England and Wales, company number 10502381.

SOW A Statement of Work. The document describing a specific project, retainer or service, its charges and its dependencies. Every piece of work has one, and it sits on top of these terms.

Contract These terms together with the relevant SOW, any signed Change Order and, where personal data is involved, the Data Processing Schedule.

Deliverables The items we produce under an SOW. Final Deliverables are the ones the SOW identifies as being handed over to you.

Background Materials Our own pre-existing tools, libraries, frameworks and methods, including anything we reuse across clients. These stay ours and you get a licence to use them as part of a Final Deliverable.

Business Day Monday to Friday, excluding England and Wales bank holidays.

A full definitions table is in the signed agreement. Ask us for a copy at any time.

1. Contract formation and priority

1.1 This Agreement governs every SOW entered into between CCM and the Client. Each SOW is a separate contract incorporating this Agreement.

1.2 A proposal, quotation or SOW is open for acceptance for 30 days unless it states another period. CCM is not required to begin Services until the SOW is accepted, any required initial payment has cleared, and the stated commencement dependencies have been supplied.

1.3 Acceptance may occur by signature, an agreed electronic acceptance process, or an unambiguous written instruction to begin that expressly refers to the SOW and this Agreement. Payment constitutes acceptance only where the relevant invoice or quotation clearly identifies these terms and the Client was given a reasonable opportunity to review them before paying.

1.4 If Contract documents conflict, the following order applies: (a) a signed Change Order; (b) the relevant SOW; (c) the Data Processing Schedule for personal-data matters only; (d) this Agreement; and (e) an incorporated proposal or specification. A document has higher priority only for the subject matter it expressly addresses.

1.5 Any Client purchase-order terms or other standard terms are excluded unless a director of CCM expressly accepts identified provisions in writing.

1.6 Each party confirms that it contracts in the course of business, has authority to enter into the Contract and will ensure that its nominated representatives have appropriate authority to give instructions and approvals.

2. CCM's obligations

2.1 CCM shall perform the Services with reasonable care and skill, substantially in accordance with the relevant SOW and using personnel with appropriate skills for their assigned work.

2.2 CCM shall comply with laws and binding regulatory requirements applicable to CCM's performance of the Services. CCM does not provide legal, tax, financial, medical or sector-regulatory advice unless the SOW expressly states otherwise.

2.3 CCM may use suitably qualified employees, freelancers and subcontractors. CCM remains responsible for their performance as if the Services were performed by CCM, subject to the Contract. Subprocessors handling personal data are governed by Schedule 2.

2.4 CCM shall maintain reasonable project records and communicate material issues, dependencies and foreseeable delay without undue delay.

2.5 Nothing in the Contract creates exclusivity unless an SOW expressly identifies the protected sector, territory, competing businesses, duration and additional fee.

3. Scope and change control

3.1 CCM shall provide only the Services and Deliverables expressly included in the SOW. Assumptions, exclusions, revision limits, dependencies and acceptance criteria in the SOW form part of the scope.

3.2 Either party may request a change. CCM shall explain any material effect on Charges, timing, resources, third-party costs or feasibility. CCM is not obliged to perform additional or changed work until a Change Order is approved.

3.3 If urgent work is reasonably required to protect security, avoid unlawful publication or prevent material loss, authorised representatives may approve a capped amount of work by email, to be recorded in a Change Order as soon as practicable.

3.4 Work outside scope is charged at the rate in the SOW or, if none is stated, CCM's rate notified before that work begins. A revised rate does not apply retrospectively to already approved work.

3.5 A Client instruction to pause, cancel or replace approved work may incur Charges for work performed, reasonable demobilisation and non-cancellable third-party commitments. CCM shall take reasonable steps to reduce avoidable cost.

4. Client responsibilities and dependencies

4.1 The Client shall nominate a contact with authority to provide consolidated instructions, feedback and approvals and shall inform CCM promptly if that authority changes.

4.2 The Client shall provide, in the format and by the dates reasonably requested: (a) complete and accurate Client Materials; (b) access to relevant accounts, systems and personnel; (c) decisions, approvals and feedback; and (d) any legal, regulatory or internal approvals for which the Client is responsible.

4.3 The Client warrants that it owns or has sufficient rights and permissions for CCM to use Client Materials and instructions for the Services, and that factual statements, prices, product information, offers, comparisons and objective claims supplied or approved by the Client are accurate and supported by adequate evidence.

4.4 The Client is responsible for the legality, safety, quality, availability and fulfilment of its products and services; its customer terms, pricing, promotions and privacy notices; and sector-specific approvals relating to its business. This does not remove CCM's own obligations under clause 10.

4.5 If the Client delays a dependency, the affected dates shall move by the period reasonably caused by the delay and CCM may adjust sequencing and resource allocation. CCM shall notify the Client of any material cost or timing impact before incurring avoidable additional work.

4.6 If a material Client dependency remains outstanding for 15 Business Days after written reminder, CCM may pause the affected Services and invoice completed work and committed costs. If it remains outstanding for 30 Business Days, CCM may terminate the affected SOW on written notice and clause 18.6 shall apply.

4.7 The Client shall maintain appropriate backups of its data and systems unless backup Services and responsibility are expressly included in the SOW.

5. Timetable, review and acceptance

5.1 The project start date is the date stated in the SOW or, if later, the date when the initial payment clears and material commencement dependencies are received.

5.2 CCM shall use reasonable endeavours to meet agreed dates. Dates are estimates unless expressly identified as Critical Deadlines. CCM is responsible for managing ordinary staff absence, leave and controllable internal technical issues and shall not treat them as Force Majeure Events.

5.3 If CCM reasonably expects to miss a material date, it shall notify the Client promptly, explain the cause and proposed recovery plan, use reasonable efforts to mitigate the delay and provide a revised date. Any Client remedy is subject to CCM first having a reasonable opportunity to recover or reperform, except where that would be futile in relation to a Critical Deadline.

5.4 The Client shall provide one consolidated set of feedback within the review period stated in the SOW or, if none is stated, 10 Business Days after delivery. Feedback must identify any material failure to meet the agreed specification.

5.5 A Deliverable is accepted when the Client approves it in writing, publishes or commercially uses it, or does not notify a material non-conformity within the review period. Deemed acceptance does not waive a latent defect that could not reasonably have been identified during review or liability for failure to use reasonable care and skill.

5.6 CCM shall correct, without additional professional fees, a reproducible material non-conformity notified during the review period. A request resulting from changed preferences, new information, expanded scope or an approved Client instruction is a change under clause 3.

5.7 For a website build, CCM shall correct reproducible defects against the agreed specification notified within 30 calendar days after launch or delivery. This warranty excludes changes made by the Client or a third party, misuse, unsupported environments, third-party updates, hosting incidents and new requirements. Ongoing maintenance is provided only where stated in an SOW.

6. Charges, invoicing and payment

6.1 The Client shall pay the Charges and VAT set out in the SOW. A fixed fee shall not be increased because CCM's wages or internal costs rise. It may change only under an approved Change Order or an express SOW adjustment mechanism.

6.2 Project deposits, milestones and retainer billing are stated in the SOW. Unless stated otherwise, retainers are invoiced monthly in advance and time-based or third-party items are invoiced monthly in arrears.

6.3 CCM shall obtain written approval before committing material third-party expenditure not already authorised in the SOW. The Client shall pay properly authorised third-party costs, including reasonable cancellation charges, whether or not the underlying campaign or production is ultimately used.

6.4 Invoices are due within 14 calendar days of the invoice date unless the SOW states otherwise. All sums are payable in pounds sterling by BACS or another method agreed in writing, without deduction or set-off except as required by law or finally determined by a court.

6.5 The Client shall raise a good-faith invoice dispute, with reasonable detail, within 7 Business Days after receipt. Failure to do so does not by itself waive a genuine latent error, but the Client must pay the undisputed amount by the due date. The parties shall work promptly to resolve the disputed amount.

6.6 For overdue undisputed sums, CCM may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and related regulations, as amended.

6.7 If an undisputed sum remains overdue, CCM may suspend affected Services after giving at least 5 Business Days' written warning. CCM shall not remove or disable a live website merely because an unrelated invoice is disputed. Hosting may be suspended for overdue hosting Charges after proportionate notice where continued service creates cost or security risk.

6.8 A reasonable, pre-disclosed reactivation or remobilisation fee may be charged where suspension causes additional work. Dates shall be adjusted for the period of suspension and reasonable remobilisation.

6.9 After the first 12 months of an ongoing service, CCM may review recurring fees no more than once in any 12-month period on at least 30 days' notice. If the increase is not accepted, the Client may terminate the affected ongoing service before the increase takes effect, without an early-termination charge, but must pay accrued Charges and commitments.

7. Paid media, third-party platforms and costs

7.1 Where practicable, advertising, analytics, social, domain and similar accounts shall be opened or retained in the Client's name with appropriate CCM access. The Client shall maintain valid payment methods and access unless the SOW states that CCM will contract as principal.

7.2 CCM shall not exceed an approved media budget or spend cap except for a tolerance expressly stated in the SOW or a written Client approval. Media spend and platform charges are separate from CCM management fees unless the SOW expressly includes them.

7.3 Third-party costs properly incurred under the Client's authority are non-refundable by CCM merely because the Client changes direction or the platform does not deliver the expected result. CCM shall pass on any refund or credit it actually receives for the Client, less any expressly agreed handling fee.

7.4 CCM shall disclose in the SOW any material commission, rebate or volume benefit it intends to retain in connection with Client media expenditure. Unless stated otherwise, no such amount is credited against CCM's fees.

7.5 CCM is not responsible for a Third-Party Platform's terms, moderation decision, account suspension, algorithm, auction, price, reporting methodology, outage, data loss or service change, except to the extent directly caused by CCM's breach of the Contract or negligence. CCM shall provide reasonable assistance with escalation where included in scope.

7.6 CCM shall reconcile media or production expenditure within the period stated in the SOW and, if none is stated, within 30 days after the relevant campaign or production period, subject to timely third-party reporting.

8. Websites, domains, hosting and access

8.1 A domain acquired for the Client shall, where reasonably practicable, be registered in the Client's legal name and account. CCM may administer it as the Client's agent. The Client is responsible for renewal fees unless the SOW states otherwise.

8.2 Hosting and maintenance are optional Services and apply only where stated and priced in the SOW. Any third-party hosting terms, service levels, backup scope and security responsibilities shall be identified or made available to the Client.

8.3 CCM may apply role-based access controls reasonably necessary to protect security and service integrity. The SOW shall state the access level supplied. Administrator, source or file-transfer access shall not be refused solely to create commercial lock-in, but may be subject to security controls, licensing restrictions and payment of accrued Charges.

8.4 CCM shall use reasonable care in configuration, maintenance and deployment within scope but does not warrant uninterrupted or error-free hosting. Planned maintenance shall, where practicable, be notified in advance.

8.5 The Client is responsible for product information, customer terms, privacy and cookie notices, accessibility or sector-specific legal content unless the SOW expressly includes the relevant advice or implementation. CCM shall not knowingly implement an instruction it reasonably believes to be unlawful without appropriate resolution.

8.6 On termination of hosting or website Services, and subject to payment of undisputed accrued Charges, CCM shall provide the Client's then-current website files, database export, Client-owned content, domains or transfer codes, and Client-owned credentials reasonably held by CCM. Background Materials and Third-Party Materials remain subject to clause 11.

8.7 Migration or transition work is charged at the rate and cap in the SOW or, if none is stated, at a reasonable rate notified before work begins. CCM is not responsible for installing or ensuring operation on an environment it does not control unless migration Services are expressly included.

9. Marketing performance and reporting

9.1 CCM does not guarantee search ranking, traffic, reach, impressions, leads, conversions, revenue, return on ad spend, follower growth, media coverage or another commercial outcome unless a specific service level or remedy is expressly stated in the SOW.

9.2 Targets, forecasts, projections and recommendations are good-faith estimates based on available information and assumptions. Results depend on factors including the Client's offer, pricing, capacity, sales process, implementation, competition, market conditions and Third-Party Platforms.

9.3 CCM shall use reasonable endeavours to follow applicable platform and search-engine guidelines. CCM is not liable for algorithmic or policy changes outside its reasonable control, but shall advise on material impacts and available mitigations within scope.

9.4 Reports may rely on data supplied by Third-Party Platforms. CCM shall use reasonable care in compilation but does not warrant third-party data is complete or error-free. Any known material limitation shall be explained.

9.5 CCM is not responsible for underperformance to the extent caused by the Client's decision not to implement an agreed material recommendation, provided CCM explained the likely impact in reasonably clear terms.

10. Approvals, advertising and regulatory compliance

10.1 Each party shall comply with Applicable Advertising Rules and laws applicable to its role. The Client has primary responsibility for the legality and substantiation of its products, offers and claims. CCM retains its own obligation as an agency to create and place marketing communications responsibly.

10.2 Before publication, CCM shall seek the approval stated in the SOW. Client approval confirms factual, product, pricing, offer, brand and sector matters within the Client's knowledge and responsibility. Approval does not excuse CCM's negligence, unauthorised departure from the approval or knowing breach of applicable advertising rules.

10.3 For regulated products, comparative claims, health or financial claims, prize promotions, influencer activity, environmental claims or use of children, the Client shall obtain specialist legal or compliance approval where reasonably requested. CCM may pause publication pending that approval.

10.4 Either party shall notify the other promptly of a regulator, platform or third-party complaint concerning the Services. CCM may suspend, amend or remove material where reasonably necessary to reduce legal, regulatory, reputational or platform risk and shall consult the Client where practicable.

10.5 A Client instruction to publish against CCM's documented compliance warning must be separately approved by an authorised Client officer. CCM may refuse the instruction. Approval does not transfer to the Client liability caused by CCM's independent breach or negligence.

11. Intellectual property and accounts

11.1 Each party retains ownership of intellectual property it owned or developed independently of the relevant SOW. The Client retains ownership of Client Materials. CCM retains ownership of Background Materials, working methods, reusable systems, know-how and materials not selected as Final Deliverables.

11.2 The Client grants CCM and its authorised subcontractors a non-exclusive, worldwide, royalty-free licence during the Contract to use Client Materials only as reasonably necessary to perform the Services and exercise Contract rights.

11.3 Subject to full payment of the Charges for the relevant Final Deliverables, CCM assigns to the Client with full title guarantee all copyright and other assignable intellectual-property rights created specifically by CCM in those Final Deliverables, including by way of present assignment of future copyright, excluding Background Materials, Third-Party Materials and rights that cannot legally be assigned.

11.4 To the extent Background Materials are embedded in a Final Deliverable, CCM grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, adapt and distribute those Background Materials only as part of, or as reasonably required to use, the Final Deliverable. The Client may permit its suppliers and group companies to exercise that licence for its business purposes.

11.5 Third-Party Materials are licensed on the applicable third-party terms. CCM shall identify material restrictions it knows about before the Client commits to their use. The Client is responsible for licence fees and renewals allocated to it in the SOW.

11.6 Unless included in the SOW, the assignment does not include unused concepts, editable working files, raw files, proprietary templates, development environments, general-purpose source libraries or software tools. Client-specific website code expressly identified as a Deliverable is treated as a Final Deliverable, subject to embedded Background and Third-Party Materials.

11.7 CCM shall procure, to the extent reasonably practicable, waivers of moral rights from personnel creating assigned Final Deliverables. A failure to procure a waiver does not prevent the Client using the Final Deliverables as contemplated by the SOW.

11.8 After public launch, CCM may identify the Client as a client and show non-confidential Final Deliverables in its portfolio, credentials, awards and case studies. CCM shall not disclose confidential results or embargoed work. The Client may opt out in the SOW or by reasonable written notice for legitimate confidentiality or regulatory reasons.

11.9 Client-owned domains, advertising accounts, customer lists and analytics data remain the Client's property. CCM receives access only for the Services and shall return or relinquish control on termination subject to clause 18.

11.10 For the avoidance of doubt, CCM's reusable development framework is a Background Material whether or not it is delivered inside a theme, plugin, repository or other file structure that also contains Client-specific work. This includes CCM’s field and content helper library, its content seeding, migration and editability engine, its shared layout and section-rendering system, its build validation and pre-release checks, and its admin interface patterns. Clause 11.4 governs the Client’s licence to use those materials as part of a Final Deliverable. Nothing in clause 11.6 assigns them.

12. Confidentiality

12.1 Confidential Information means non-public commercial, financial, strategic, technical, security, personal or other information that is marked confidential or ought reasonably to be understood as confidential, including the Contract's non-public commercial terms.

12.2 Each recipient shall: (a) use the other party's Confidential Information only for the Contract; (b) protect it with at least reasonable care; and (c) disclose it only to personnel, professional advisers, insurers and approved subcontractors who need it and are bound by confidentiality duties.

12.3 Confidentiality does not apply to information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without duty, or is independently developed without use of the information.

12.4 A recipient may disclose information where required by law, court or regulator, provided it gives prior notice where lawful and reasonably assists the owner to seek protection.

12.5 These duties continue for five years after termination, except that trade secrets and personal data remain protected for so long as they retain that status or Applicable Data Protection Law requires.

13. Data protection

13.1 Each party shall comply with Applicable Data Protection Law in connection with the Contract and shall be independently responsible for personal data it processes as a controller for its own business purposes.

13.2 Where CCM processes personal data on behalf of the Client as a processor, Schedule 2 applies and the SOW shall complete the processing details. If the roles differ for a Service, the parties shall record the correct allocation before processing begins.

13.3 The Client warrants that personal data and marketing lists supplied to CCM were collected and may be used and shared lawfully for the instructed purpose, with appropriate transparency, lawful basis and PECR compliance. CCM shall follow documented lawful instructions and shall notify the Client if an instruction appears to infringe Applicable Data Protection Law.

13.4 Neither party shall sell the other's personal data or use it for unrelated profiling or model training. Each party shall maintain a data-protection complaints process and other governance required by law for its own controller activities.

14. Generative AI

14.1 The SOW shall state whether Generative AI Tools are prohibited, restricted or permitted for the engagement. If the SOW is silent, CCM may use them as production aids for low-risk activities, subject to this clause and human review, but shall not use them to make solely automated decisions with legal or similarly significant effects on individuals.

14.2 CCM shall not enter Client Confidential Information, special-category personal data, access credentials or unpublished personal data into a public or consumer Generative AI Tool unless the Client gives specific written approval and appropriate contractual, privacy and security safeguards are in place.

14.3 CCM shall not knowingly permit a Generative AI Tool provider to train a general model on Client Materials or personal data unless the Client expressly opts in. CCM may use enterprise tools configured not to train on submitted content where consistent with the SOW and Applicable Data Protection Law.

14.4 CCM shall apply proportionate human review to AI-assisted Deliverables for accuracy, brand fit, apparent infringement, bias and compliance. CCM remains responsible for its professional work to the same standard as other Services.

14.5 On reasonable request, CCM shall disclose whether a Final Deliverable was materially AI-assisted and the category of tool used, subject to security and supplier confidentiality. Where applicable law or platform rules require labelling of synthetic or manipulated content, the parties shall cooperate and the SOW shall allocate publication responsibility.

14.6 The Client acknowledges that legal rights in purely machine-generated material may be uncertain and that tool terms may impose restrictions. CCM shall not knowingly promise ownership it cannot transfer and shall identify a material known restriction before delivery. If exclusive human authorship or a no-AI workflow is required, it must be stated in the SOW and may affect Charges and timing.

14.7 The Client gives equivalent warranties for AI-generated Client Materials it supplies, including rights, accuracy, disclosure and lawful use. Neither party shall use AI to impersonate a person or create deceptive synthetic content for the Services without documented lawful authority and appropriate disclosure.

15. Warranties and indemnities

15.1 CCM warrants that it will perform the Services in accordance with clause 2.1 and will not knowingly include in a Final Deliverable material that infringes a third party's UK intellectual-property rights, except for Client Materials, approved Third-Party Materials or instructions the Client requires against CCM's written warning.

15.2 The Client gives the warranties in clauses 4.3, 4.4, 13.3 and 14.7 and warrants that CCM's authorised use of Client Materials and instructions will not infringe third-party rights or applicable law.

15.3 CCM shall indemnify the Client against damages and reasonable external legal costs finally awarded or agreed in settlement of a third-party claim that a Final Deliverable created by CCM infringes UK copyright or trade-mark rights, to the extent caused by CCM. CCM may procure continued use, modify or replace the item, or if those remedies are not commercially reasonable, refund the Charges paid for the affected item and terminate its use.

15.4 The Client shall indemnify CCM against damages and reasonable external legal costs finally awarded or agreed in settlement of a third-party claim to the extent caused by: (a) Client Materials or a Client-specified claim, product, offer or instruction infringing rights or law; (b) unlawful collection or instructed use of Client-supplied personal data; or (c) use of a Deliverable outside the approved purpose or after unauthorised modification.

15.5 An indemnity does not apply to the extent the claim was caused by the indemnified party's negligence, unauthorised change or breach. The indemnified party must notify the other promptly, avoid admissions, provide reasonable cooperation at the indemnifying party's cost and allow the indemnifying party to control the defence and settlement, provided no settlement admits fault or imposes non-monetary obligations without consent.

15.6 The indemnities in this clause are subject to clause 16, including the liability cap. They replace the broad indemnification language in any prior CCM terms.

16. Limitation of liability

16.1 Nothing in the Contract limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) deliberate non-payment of Charges properly due; or (d) any other liability that cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, each party's total aggregate liability arising out of or in connection with an SOW, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, indemnity or otherwise, shall not exceed the greater of: (a) £25,000; and (b) 150% of the Charges paid or payable for that SOW during the 12 months immediately before the event giving rise to liability. For a fixed project lasting less than 12 months, limb (b) refers to 150% of the total project fee excluding media spend and pass-through third-party costs.

16.3 The liability cap does not reduce the Client's obligation to pay Charges, media spend or third-party costs properly incurred, because those amounts are contractual debts rather than damages.

16.4 Subject to clause 16.1, neither party is liable for indirect or consequential loss, or for loss of anticipated savings, opportunity or goodwill. Direct and reasonably foreseeable costs of correction, replacement, data restoration, reprocurement, lost profit or lost revenue are not excluded merely by their label, but remain subject to the liability cap and the duty to mitigate.

16.5 CCM is not liable for a Third-Party Platform, Client system, Client Materials or Client instruction except to the extent CCM's breach or negligence caused or materially contributed to the loss.

16.6 Each party shall take reasonable steps to mitigate loss and shall not recover more than once for the same loss. Any specific higher cap or service credit must be stated in the SOW and should be aligned with applicable insurance.

17. Insurance

17.1 Each party shall maintain insurance that is reasonable and customary for its business and the risks it accepts under the Contract. CCM currently maintains, with Hiscox Insurance Company Limited, professional indemnity cover of £1,000,000, cyber and data cover of £1,000,000, public and products liability cover of £2,000,000 each and every claim, and employers' liability cover of not less than £5,000,000. CCM shall maintain cover of not less than these limits while an SOW is in force and shall provide evidence on reasonable request. Any different or additional type, limit or evidence shall be stated in the SOW.

17.2 The existence of insurance does not increase a party's contractual liability beyond clause 16 unless the SOW expressly states otherwise.

18. Term, suspension and termination

18.1 This Agreement begins on the Effective Date and continues until terminated on 30 days' written notice, but termination of this Agreement alone does not end an existing SOW unless the notice expressly says so and the applicable SOW permits termination.

18.2 A fixed project continues until completion, acceptance or earlier termination. It may be cancelled for convenience by the Client on written notice, subject to clause 3.5 and any reasonable cancellation charge expressly stated in the SOW.

18.3 An ongoing service continues for the initial term in the SOW and then renews monthly unless the SOW states otherwise. After the initial term, either party may terminate it on 30 days' written notice unless another notice period is expressly agreed.

18.4 Either party may terminate an affected SOW immediately by written notice if the other party: (a) commits a material breach that cannot be remedied; (b) fails to remedy a remediable material breach within 14 days after a notice describing the breach and required remedy; or (c) becomes insolvent, ceases trading or enters an analogous process, except for a solvent restructuring.

18.5 CCM may suspend or terminate affected Services immediately where a Client instruction or material creates a reasonably evidenced security, legal, regulatory, sanctions, platform or safety risk and the risk cannot be managed by a less disruptive step. CCM shall explain the basis and, where practicable, allow the Client to cure it.

18.6 On termination: (a) the Client shall pay undisputed accrued Charges, completed work, authorised commitments and reasonable transition costs; (b) CCM shall refund any prepaid professional fees for Services it will not provide, after lawful set-off; (c) each party shall return or delete the other's property and Confidential Information subject to law and normal backups; and (d) accrued rights and clauses intended to survive remain effective.

18.7 Subject to payment of undisputed accrued Charges, CCM shall provide the handover described in the SOW and clause 8.6 within a reasonable period. Additional transition assistance is charged at the agreed rate, but CCM shall not withhold Client-owned domains, data or credentials solely to leverage payment of a genuinely disputed invoice.

19. Force majeure

19.1 A party is not liable for delay or failure caused by a Force Majeure Event, to the extent affected, if it notifies the other without undue delay, explains the expected effect, uses reasonable efforts to mitigate and resumes performance promptly when able.

19.2 Force Majeure Events may include natural disaster, war, terrorism, civil emergency, government restriction, widespread epidemic impact, national power or communications failure, or a material industry-wide Third-Party Platform outage. They do not include lack of funds, ordinary employee sickness or leave, a foreseeable staff shortage, or failure of a supplier CCM could reasonably replace or protect against.

19.3 Dependencies and dates shall be adjusted only to the extent reasonably affected. If material performance is prevented for more than 30 consecutive days, either party may terminate the affected SOW on written notice. The Client shall pay work performed and committed costs, and CCM shall refund prepaid professional fees for unperformed Services.

20. Disputes

20.1 A party shall first give written details of a dispute to the other party's contract contact. A director or senior manager from each party shall meet or speak in good faith within 10 Business Days to attempt resolution.

20.2 If unresolved, the parties should consider mediation through CEDR or another agreed mediator before proceedings. This does not prevent urgent injunctive relief, preservation of limitation rights or recovery of an undisputed debt.

21. General

21.1 Independent contractors. The parties are independent contractors. Nothing creates employment, fiduciary duty, agency to bind the other, joint venture or partnership.

21.2 Non-exclusivity. Subject to confidentiality and any express SOW exclusivity, CCM may serve other clients, including competitors, and may use general skills and know-how retained in unaided memory.

21.3 Assignment. Neither party may assign the Contract without the other's prior written consent, not to be unreasonably withheld or delayed, except to a group company or successor acquiring substantially all of the relevant business, provided the assignee can perform the obligations. CCM may subcontract under clause 2.3.

21.4 Notices. A formal notice under the Contract must be in writing and sent by email to the contract-notice address in the SOW, with a copy by first-class post or recognised next-day courier for termination, material breach or legal proceedings. Email is received on the next Business Day if no delivery failure is received. Routine project communication is not a formal notice unless clearly stated.

21.5 Entire agreement. The Contract is the entire agreement about its subject matter and replaces prior proposals, discussions and representations, without excluding liability for fraud. Each party acknowledges it has not relied on a statement not set out in the Contract.

21.6 Variation. Except for a Change Order, a variation is effective only if in writing and signed by authorised representatives of both parties. CCM may make a change strictly required by law, regulator, security necessity or a Third-Party Platform condition on at least 30 days' notice where practicable. If that change materially and adversely affects an ongoing Service, the Client may terminate the affected Service before it takes effect without an early-termination charge. A new online version applies automatically only to future SOWs.

21.7 Waiver. Delay or failure to exercise a right is not a waiver. A waiver is effective only in writing for the specific circumstance stated.

21.8 Severance. If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid while preserving commercial intent, and the remainder continues.

21.9 Third-party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract, without affecting any independent right.

21.10 Counterparts and electronic signature. The Contract may be signed in counterparts and using a reliable electronic signature process. Each counterpart forms one instrument.

21.11 Governing law and jurisdiction. The Contract and non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to clause 20.