COMMERCIAL CONTRACT · EFFECTIVE AUGUST 2026
These Terms and Conditions govern the supply of professional advertising, market research, public relations, consumer behaviour analysis, public opinion polling, brand positioning, data-driven campaign, economic research, corporate reputation and crisis management services by ADMAKER LTD of 60 Tottenham Court Road, London, W1T 2EW, United Kingdom. They are a production legal instrument, not a website summary. Website use is separately governed by the Terms of Service. Privacy and cookies are separately governed by the Privacy Policy and Cookie Policy.
ADMAKER LTD PROFESSIONAL SERVICES CONTRACT
Effective date: 1 August 2026. Last reviewed: August 2026. Contracting entity: ADMAKER LTD, 60 Tottenham Court Road, London, W1T 2EW, United Kingdom. Correspondence: tech.team@admaker.digital. Telephone: +44 7811 456789. Domain: admaker.digital. Governing law: England and Wales.
These Terms and Conditions (the “Terms”) constitute the principal commercial conditions on which ADMAKER LTD (“the Company”, “we”, “us” or “our”) supplies professional services to a business client, public authority, charity, partnership or other organisation (the “Client”, “you” or “your”). They bind once accepted under Part 5. They cover advertising, market research, public relations, consumer behaviour analysis, public opinion polling, brand positioning, data-driven campaigns, economic research, corporate reputation and crisis management. They are not a consumer checkout. Where a natural person deals as a consumer, Part 38.4 records the Consumer Rights Act 2015 overlay, which cannot be excluded.
The Terms of Service at terms-of-service.html govern browsing of admaker.digital. The Privacy Policy at privacy-policy.html and Cookie Policy at cookie-policy.html govern site personal data and cookies. Those documents do not replace these Terms for a paid or retained engagement. If a Contract Document is silent, these Terms apply. If a signed Contract Document expressly varies a named clause, that variation prevails for that engagement only, and only to the extent of the conflict.
The Company supplies professional services, not goods of a specified description in the sense used for sale of goods contracts, and not a software licence as a principal product, although software tools may be used as instruments. Judgement, methodology, editorial craft, statistical design, media planning and reputation counsel are central to the bargain. Outcomes in markets, media and public conversation are influenced by third parties, competitor conduct, news events, platform algorithms and respondent behaviour. The Client contracts for skill and care in the performance of agreed Services, not for a guaranteed commercial harvest, share gain, or crisis disappearance.
In these Terms, unless the context requires otherwise, the following expressions have the meanings set out below. Defined terms may appear in the singular or plural. Related grammatical forms are interpreted accordingly.
Means copy, scripts, storyboards, layouts, digital units, audio, video, out-of-home artwork, social placements, search assets, landing-page content prepared as part of a campaign, product claims substantiation packs prepared by the Company, and associated metadata, but excluding Client Materials and Third-Party Materials except to the extent those are incorporated with licence.
Means the UK Code of Non-broadcast Advertising and Direct and Promotional Marketing (the CAP Code), the UK Code of Broadcast Advertising (the BCAP Code), related ASA and CAP guidance, Broadcast Committee of Advertising Practice notes, sector-specific CAP advice, and any successor or additional UK advertising standards instruments that apply to a given medium or claim.
Means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where control means the power to direct management and policies, whether through ownership of voting securities, contract or otherwise.
Means the Client’s written or oral instructions, brand guidelines, product facts, legal constraints, audience hypotheses, commercial objectives, prohibited claims, crisis facts, and other source material supplied for an engagement, including later amendments accepted in writing.
Means a planned set of advertising, media, content, public relations and/or research activities designed to influence awareness, consideration, behaviour, reputation or public conversation in a defined period and geography, whether or not media is bought by the Company.
Means trade marks, logos, product shots, packaging, data files, customer lists, historic research, legal opinions, scientific dossiers, crisis chronologies, media lists, access credentials supplied by the Client, and any other material the Client provides or procures for the Company to use.
Means all non-public information, in any form, relating to a party’s business, finances, customers, pipelines, research instruments, unpublished findings, creative work in progress, media rates, crisis facts, security arrangements, or personnel, that is marked confidential or that a reasonable professional would treat as confidential given its nature and the circumstances of disclosure. It excludes information that is lawfully in the public domain other than through breach, information independently developed without use of the other party’s information, and information that must be disclosed by law, regulation, court order or a competent regulator, subject to Part 22.
Means the binding agreement between the Company and the Client comprising these Terms, the accepted Contract Documents, and any written variation made in accordance with Part 8.
Means a proposal, quotation, rate card confirmation, Statement of Work, retainer letter, change note, data processing schedule, non-disclosure agreement that is expressed to sit alongside these Terms, and any other document the parties identify in writing as forming part of the Contract.
Means reputation, issues and crisis management work, including holding statements, stakeholder mapping, media response, rapid polling, scenario planning, war-room support, and related counsel, whether supplied under a standing retainer or an urgent call-out.
Means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 as applicable, and any other data protection or e-privacy law of the United Kingdom that applies to the processing in question, together with binding guidance of the Information Commissioner’s Office.
Means a specified output identified in a Contract Document, such as a research report, questionnaire, discussion guide, brand platform, media plan, press pack, crisis playbook, advertisement master, or economic briefing, and includes drafts where the Contract Document treats a draft as a billed stage.
Means professional charges payable to the Company for Services, whether fixed, staged, time-based, retainer, success-adjacent (if expressly agreed in writing), or a combination, exclusive of VAT unless stated.
Means an event beyond a party’s reasonable control, including act of God, flood, fire, epidemic, pandemic restrictions that legally prevent performance, war, terrorism, riot, malicious damage excluding damage caused by the affected party’s personnel, compulsory government action, failure of public utilities lasting more than twenty-four hours, nationwide industrial action, or a platform-wide outage of a Third-Party Platform that is not attributable to the affected party’s misconfiguration, provided the affected party could not reasonably have avoided or overcome the event by professional planning.
Means patents, rights to inventions, copyright, neighbouring rights, moral rights, trade marks, service marks, trade names, domain names, design rights, database rights, rights in computer software, rights in get-up, goodwill, rights to sue for passing off or unfair competition, rights in confidential information, and all other intellectual property, in each case whether registered or unregistered, including applications and rights to apply, and all similar or equivalent rights anywhere in the world.
Means the Market Research Society Code of Conduct and associated MRS guidelines, including those on interviewing, incentives, children and young people, social media research, and data, as applicable to a given research design, together with any successor professional code that the Company reasonably applies to UK research practice.
Means questionnaires, sampling plans, screener logic, discussion guides, stimulus, coding frames, weighting schemes, statistical models, panel specifications, quality-control protocols, and other methodological tools designed or adapted by the Company for a project, whether or not they appear in a final report.
Means a natural person who participates, or is invited to participate, in market research, polling, a community, a diary, an interview, an ethnography, a usability session, or similar research activity, including panellists supplied by a fieldwork partner.
Means the professional services described in the Contract Documents, which may include market research, public opinion polling, consumer behaviour analysis, advertising conception and production support, media planning advice, public relations, brand positioning, data-driven campaign design, economic research, corporate reputation counsel, Crisis Services, and related project management.
Means a written document, however titled, that specifies scope, timetable, Fees, assumptions, dependencies, named Deliverables, and any special conditions for a project or retainer period.
Means a third party engaged by the Company to perform part of the Services, including fieldwork agencies, recruiters, transcribers, translators, production houses, photographers, media specialists, freelance researchers, and technology vendors, but excluding Third-Party Platforms acting as independent infrastructure.
Means stock imagery, licensed music, fonts, software, syndicated data, panel access, industry reports, and other material owned or licensed by a person other than the Company or the Client.
Means media owners, social networks, search engines, programmatic exchanges, verification vendors, survey platforms, panel providers, cloud hosts, and similar independent services whose terms bind users of those services.
If Contract Documents conflict, this order applies unless a later signed document overrides a named earlier provision: (a) a written variation signed by both parties; (b) the Statement of Work or retainer letter; (c) a data processing or security schedule; (d) these Terms; (e) a proposal or quotation to the extent not superseded. Client purchase-order boilerplate is excluded except for order number, billed entity and invoice address, unless the Company has accepted those terms in a signed writing that names them.
A reference to a statute or statutory provision includes any subordinate legislation made under it. A reference to the Companies Act is a reference to the Companies Act 2006. A reference to the Late Payment of Commercial Debts (Interest) Act 1998 includes the Late Payment of Commercial Debts Regulations 2013 and any replacement UK late-payment regime applicable to commercial debts. A reference to the Bribery Act 2010 and the Modern Slavery Act 2015 includes associated guidance issued by the UK government that a reasonable company of the Company’s size and sector would take into account.
Time is not of the essence for delivery of creative, research or reputation work unless a Contract Document states that a named date is of the essence and explains the commercial reason, such as a product launch embargo, a statutory reporting deadline, or a court-adjacent announcement. Even then, time is of the essence only for that named date and not for every intermediate draft. Periods expressed in days exclude the day on which the period begins. If a deadline falls on a day that is not a Business Day, it moves to the next Business Day unless a live Crisis Services roster requires weekend coverage that has been priced.
Provisions that by their nature should survive expiry or termination shall survive, including those on Fees already earned, expenses incurred, Intellectual Property Rights, licences, confidentiality, data protection, non-solicitation, limitation of liability, indemnities for third-party claims arising from Client Materials or Client instructions, governing law, and dispute resolution. Survival does not create new primary obligations to continue performing Services after a lawful termination, except for an orderly wind-down that the parties agree in writing or that Part 33 requires.
ADMAKER LTD is a company incorporated in the United Kingdom with its principal place of business at 60 Tottenham Court Road, London, W1T 2EW, United Kingdom. It trades in professional services at the intersection of market analysis, consumer behaviour, brand positioning, economic research and strategic communications. Public marketing, including the evaporation-field metaphor on admaker.digital, does not convert the Contract into a sale of goods, a partnership or a joint venture unless a separate joint-venture agreement is executed.
The Company is not a law firm, is not authorised to conduct reserved legal activities, is not a statutory auditor, and is not authorised by the Financial Conduct Authority to provide investment advice unless a Contract Document records a lawfully arranged collaboration with an authorised person. Reputation counsel, advertising claim review and economic research are not a substitute for legal, tax, clinical or regulated financial-promotions approval. For financial products, medicines, food health claims and environmental claims, the Client remains responsible for specialist sign-off unless the Company has expressly accepted a defined review task within its communications competence.
Advertising and marketing communications produced in the course of the Services are expected to be created with the Advertising Codes in view. The ASA system is independent of the courts but is commercially significant. A ruling, published adjudication, or requirement to withdraw an advertisement can affect brand reputation and media plans. The Company will design and advise with those risks in mind when Advertising Materials are in scope. The Company does not control ASA complaints made by competitors or members of the public, and does not warrant that no complaint will be made, nor that a complaint will be dismissed.
Where market research or polling is in scope, the Company designs and conducts work with the MRS Code in view, including respect for Respondents, honest reporting of method, and separation of research from selling. Research is not a disguised sales call, not a public relations stunt dressed as science, and not a vehicle for collecting contact details for later marketing unless that purpose is transparent, lawful, and documented in the research materials and privacy information. The Client shall not instruct the Company to fabricate findings, weight results to a predetermined headline, or misrepresent sample composition.
A Contract is formed when the Client accepts a Company offer that incorporates these Terms. Acceptance may occur by signing a Statement of Work or retainer letter, by written confirmation of a quotation, by issuing a purchase order that refers to the Company’s proposal without substituting conflicting terms, or by instructing the Company to commence work after receiving these Terms and a scoped offer. Commencement of work following such an instruction constitutes acceptance even if a purchase-order number is supplied later, provided the Company has not stated that it will not start until a named condition is met.
The Company may decline or cease work where a conflict of interest arises, including representation of a direct competitor in the same category and geography on a substantially similar positioning or campaign problem, or where continuing would compromise research independence. Category conflicts are assessed in good faith. Holding a historic, completed, non-retainer project for a competitor does not automatically bar a new engagement. A live crisis mandate for one Client may preclude adverse public relations against that Client for another Client in the same matter. The Company is not obliged to disclose confidential details of the conflicting matter beyond what is necessary to explain the decline.
The Company will assign personnel with skills reasonably suited to the Services. Named individuals in a proposal are indicated in good faith but are not a condition of the Contract unless the Contract Document states that a named person is key and that substitution requires Client consent not to be unreasonably withheld. Illness, resignation and diary collision may require substitution. The Company remains responsible for the performance of its employees and of Sub-contractors it appoints, subject to these Terms.
Assumptions in a Contract Document are part of the bargain. Typical assumptions include timely Client sign-off, a single set of brand guidelines, supply of substantiation for product claims, availability of product samples, a defined number of revision rounds, a defined sample size and incidence rate, and that the Client’s product or corporate facts are accurate. If an assumption proves false, the Company may propose a variation in Fees, timetable, or method. The Company is not required to absorb the cost of false assumptions in order to preserve an original headline price.
Unless otherwise stated, creative and report drafts include two rounds of reasonable consolidated comment from a single Client authority. Comments from multiple uncoordinated stakeholders, a change of strategy after approval of a direction, or a request to restart from a new Brief are additional work. The Company may pause production until comments are consolidated. Silence after a stated review period may be treated as approval if the Contract Document so provides, which is particularly important for media booking deadlines and embargoes.
A Statement of Work should identify the Client legal entity, billing address, scope, out-of-scope examples where helpful, Deliverables, timetable, Fees, payment schedule, named dependencies, data roles if Personal Data will be processed, and any special liability or insurance terms that vary these Terms. If the parties proceed on email confirmation of a short scope, these Terms still apply, and the email trail forms Contract Documents to the extent of the confirmed scope.
The Company supplies only the Services described in the Contract Documents. Adjacent activity that is commercially related in the Client’s mind is not automatically included. For example, a brand positioning project does not include media buying; a research debrief does not include a six-month PR programme; a crisis holding statement does not include ongoing always-on community management; an economic briefing does not include lobbying of government as a consultant lobbyist unless that is separately scoped and lawful.
The Company determines the professional method reasonably required to deliver the agreed outcome, including choice of qualitative or quantitative techniques, sample structure, creative routes, media channel mix recommendations, and stakeholder sequencing, provided the method remains consistent with the Contract Documents and applicable codes. The Client may specify constraints (budget, chronology, prohibited channels, legal hold). Constraints that make a professional method impossible will be raised by the Company. If the Client insists on a constrained method after a written warning, the Client accepts the foreseeable limitation in quality, defensibility or regulatory risk of that method.
The Company does not guarantee increased sales, share, fundraising, valuation, electoral outcome, search ranking, social reach, or the absence of negative coverage. Research findings are estimates within stated limitations. Advertising performance depends on media delivery, creative, offer, price, distribution, and competitor response. Public relations depends on newsworthiness and editorial choice. Economic research depends on data quality and model assumptions. The Client’s internal execution, product quality, and customer service are outside the Company’s control.
Either party may propose a change to scope, method, timetable or Fees. The Company will describe the reasonably foreseeable effect on cost, timing, risk and Deliverables. A change is binding when recorded in a change note, an updated Statement of Work, or an email expressly accepting the varied commercial terms. Oral hallway instructions do not vary Fees. Urgent Crisis Services may begin on an oral instruction from a designated Client authority, with written confirmation to follow on the same or next Business Day, and with Fees accruing from the oral start.
If the Client delays supply of materials, sign-off, access, product, or Respondent incentives that the Client controls, the Company may resequence work, charge idle time that cannot reasonably be redeployed, extend deadlines, and recover wasted fieldwork or studio costs. Media booked against a date that the Client then moves may attract cancellation fees from media owners, which are Client expenses.
After a stated creative or traffic freeze, a change to copy, targeting, or length is a variation and may be impossible without media-owner or clearance cancellation charges. The Company is not obliged to break a freeze imposed by a media owner, Clearcast or equivalent, or a platform policy window. The Client bears those cancellation charges where the change is Client-driven.
Market research supplied under the Contract is an independent professional enquiry. The Company’s duty is to design a method fit for the stated decision, to collect and analyse data with appropriate care, and to report findings with limitations. The Company’s duty is not to deliver a predetermined narrative. If preliminary findings are commercially inconvenient, the Company will still report them. The Client may decide not to publish research; the Client may not require the Company to alter numbers, hide adverse subgroups, or present a convenience sample as nationally representative if it is not.
Research with children and young people, or on sensitive topics such as health, debt, grief or discrimination, requires additional safeguards, including appropriate consent or authorisation, age-appropriate instruments and moderator skill. The Company may refuse a design that it considers harmful or inconsistent with the MRS Code even if the Client is willing to pay. Additional ethics review, if required by professional judgement or by a Client institutional process, is a dependency that may affect timetable and Fees.
Reports will distinguish findings, interpretation and recommendations. Base sizes will be shown where they matter to a percentage. Weighting, if used, will be described. Verbatim comments are illustrative, not a census. The Client shall not excerpt findings in advertising or public relations in a manner that is misleading as to method, sample or date. If the Client publishes research, the Company may require a method box and may require removal of the Company’s name from a misleading publication.
Audio, video and chat recordings of research are made for analysis and quality control. Default use is internal reporting. Advertising use or internal entertainment of identifiable Respondents is forbidden without a model-style release. Client viewers of a live group shall not photograph Respondents on personal devices. Respondent identity is not a marketing list. The Client shall not use research contact details for sales, fundraising or publicity unless recruitment was transparent on that basis and a lawful ground exists.
Public opinion polling estimates the distribution of views in a defined population at a point in time, subject to sampling error, non-response, mode effects and question wording. A poll is not a prophecy. It is not a substitute for an election, a referendum or a customer census. The Company will not present a poll as more precise than its method supports. Rapid crisis polls are especially subject to availability of sample and to volatile events between field dates.
If a poll is to be published, the parties will agree in advance the method statement, the identity of the commissioner, field dates and any embargo. The Client is responsible for compliance with any sector rules on publishing polls, including, where applicable, rules around electoral periods. The Company may withhold consent to the use of its name alongside a poll that has been edited into a misleading headline or stripped of necessary caveats.
Consumer behaviour analysis may combine research, first-party Client data, aggregated analytics, journey mapping and behavioural interpretation. Insights are decision aids. They are not a guarantee that consumers will act as modelled. Historic behaviour is an imperfect guide after a price shock, a scandal, a product change or a platform algorithm shift. The Client remains responsible for decisions on pricing, product and customer treatment.
Where advertising is in scope, the Company may develop routes, lines, scripts and executions intended to concentrate a claim into a public form. Creative exploration may include routes that are later discarded. Discarded routes remain Company materials unless assigned. The Client’s selection of a route is a commercial decision. The Company will advise on obvious Advertising Codes issues reasonably apparent to a communications professional, but does not replace specialist legal clearance for regulated categories.
Objective claims must be capable of substantiation. The Client shall supply, in good time, the evidence that supports product, environmental, health, performance, pricing and comparative claims. The Company may refuse to run a claim that, in its reasonable professional judgement, is likely to breach the Advertising Codes or to be unfair to consumers or competitors. If the Client insists after a written warning, the Client does so at its own risk and the indemnity in Part 26 applies to claims arising from that insistence.
Comparative advertising must compare goods or services meeting the same needs or intended for the same purpose, must be objective, must not mislead, and must not take unfair advantage of a competitor’s trade mark. The Company will not, as a professional service, design advertising whose principal method is unlawful denigration, deception, or the imitation of a competitor’s distinctive get-up in a manner likely to mislead. Parody and humour do not automatically sanitise a misleading claim.
If an ASA complaint is received in respect of Advertising Materials, the party that receives it shall notify the other promptly. The Company will assist, as additional work unless the complaint arises from the Company’s failure to exercise reasonable skill and care against a Brief that supplied adequate substantiation. The Client controls whether to withdraw an advertisement pending investigation, except where the Company reasonably believes continued publication would be unlawful.
Prize promotions require fair rules, a genuine free-entry route where chance would otherwise create lottery risk, winner selection that matches the advertised mechanic, and fulfilment. User-generated content campaigns need entry terms and moderation resource; the Company does not operate a twenty-four-hour moderation desk unless scoped. Music licences are territory-, media- and term-specific. The Client shall not assume a pitch track may be used in the finished Campaign without the matching licence.
The Client shall supply facts that are true, not misleading by omission in the context of the proposed public line, and updated if they change. The Company is entitled to rely on Client Materials and on statements of Client personnel. The Company will question obvious inconsistencies that a careful communications professional would notice, but it is not a forensic investigator of the Client’s entire business unless a due-diligence workstream is scoped and priced.
The Client shall not instruct the Company to publish or pitch statements that the Client knows are false, or to disclose private information about a third party without a lawful basis and a legitimate public-interest analysis where relevant. If the Company reasonably suspects that a proposed statement is defamatory, in breach of confidence, or a misuse of private information, it may refuse to issue it. Specialist defamation counsel, if required, is a Client cost unless included.
Where materials are embargoed, both parties shall respect the embargo. The Client remains responsible for compliance with the UK Market Abuse Regulation as retained and amended, listing rules, and any obligation not to selectively disclose inside information. The Company is not the Client’s nominated adviser for market-abuse purposes. If a PR story would amount to a financial promotion or a selective disclosure, the Client must obtain appropriate authorised advice before instructing issuance.
Corporate reputation work aims to build a coherent, defensible public structure over time: issues maps, proof points, stakeholder priorities, and a tone that can be used in ordinary and stressed conditions. It is not a promise that critics will fall silent. It is not astroturfing. The Company will not create fake grassroots campaigns, fake Respondents, or fake thought-leadership authored by undisclosed third parties as a contractual service.
A crisis retainer typically buys readiness: a playbook, trained spokespeople, a call tree, holding-statement architecture, a dark-site outline if scoped, and a right to call a roster within defined hours. It does not buy unlimited war-room days. Activation Fees, surge rates and out-of-hours multipliers must appear in the Contract Document or the attached crisis rate schedule. If they do not, surge work is still chargeable at a reasonable professional rate for urgent specialist work in London, notified as soon as practicable.
The Company will not assist in concealing criminal offences, misleading regulators, destroying evidence or intimidating witnesses. If a crisis Brief appears to require those things, the Company will withdraw. Withdrawal in those circumstances is not a breach. Fees for work properly performed remain payable. The Company does not create legal professional privilege merely by being copied on lawyer emails.
Brand positioning Services produce a competitive choice: who the brand is for, what it owns, what it refuses, and how that choice should constrain advertising, PR and product language. A positioning Deliverable is a strategy instrument. Implementation across packaging, sales and culture is Client-side unless implementation is scoped. The Company does not warrant that employees, franchisees or overseas affiliates will adhere to the positioning.
Category and competitor analysis uses public sources, research and Client knowledge. It is not industrial espionage. The Client shall not supply stolen data, unlawfully obtained competitor documents, or instruct pretext recruitment of a competitor’s employees to extract trade secrets. The Company will not accept such material into the working file if it recognises it as such.
Unless a Contract Document includes formal trade mark searching by a qualified attorney, naming and line development is creative exploration only. Linguistic checks may be limited to languages listed. The Client must obtain trade mark, company-name and domain advice before launch. The Company is not liable for later opposition, domain drop-catching by third parties, or a linguistic mishap in an unchecked language.
Data-driven campaign Services may include audience construction advice, measurement frameworks, test-and-learn plans, attribution discussion and creative variants tied to segments. Data quality is a shared dependency. If Client first-party data are stale, biased or unlawfully obtained, campaign logic will be impaired. The Company may recommend suppression, consent refresh or a lawful basis review; implementation of those recommendations is a Client or specialist-legal task unless scoped.
Unless the Contract Document states that the Company will buy media as agent, the Company’s role is advisory. Media owners and platforms contract with the buyer of record. If the Company does buy media, it typically does so as the Client’s agent, and the Client is the principal to the media owner, except where a platform insists on a different structure. Auction prices, viewability, fraud and brand-safety technology are imperfect. The Company does not warrant a cost per result.
Measurement frameworks will distinguish what can be counted from what can be causally claimed. Last-click attribution, platform-reported conversions and modelled conversions are different species of number. The Company will not collude in a dashboard that presents correlation as proof of causation if the method does not support it. The Client shall not publicly claim a causal effect that the agreed method did not measure.
Economic research Services may include category sizing, demand mapping, pricing context, labour-market notes, regional structure and scenario narratives for commercial strategy. They are not a statutory audit, not an independent expert determination for a dispute unless so appointed in a separate protocol, and not a forecast with a contractual accuracy band unless a Contract Document sets one. Sources will be cited at a level appropriate to the Deliverable. Proprietary Client data used in a model remain Client Materials.
The Client shall cooperate in good faith, provide timely instructions, make knowledgeable people available, and supply Client Materials in usable formats. The Client shall nominate a single sign-off authority where possible. Internal political disagreement at the Client is not a defect in the Services. The Company may charge for repeated re-briefing caused by a change of Client personnel or a change of commercial objective.
The Client warrants that it owns or is licensed to provide the Client Materials for the uses contemplated by the Contract, that the Client Materials are not defamatory, that product and corporate facts are accurate to the Client’s best knowledge after reasonable enquiry, and that supplying the materials does not breach a confidentiality duty to a third party. The Client shall notify the Company if a legal hold, a regulatory investigation or a third-party complaint affects the use of any Client Materials already supplied.
The Client shall not instruct the Company to commit an offence, to breach the Bribery Act 2010, to mislead a regulator, to fabricate research, to impersonate a journalist or a Respondent, to scrape a Third-Party Platform in breach of its terms as a service, to target children in a manner forbidden by the Advertising Codes, or to process Personal Data in a manner that the Client knows is unlawful. A prohibited instruction is void. Work done in honest ignorance of hidden unlawfulness in Client facts is still chargeable until the Company discovers the issue and stops.
Fees may be a fixed project price, a capped time-and-materials envelope, a monthly retainer, a day rate, a staged harvest price, or a combination. Success-related Fees, if any, must be expressly agreed, must be compatible with research independence and with the Advertising Codes, and must not create an incentive to falsify findings or to mislead. In the absence of a written success Fee, none exists.
Where time-based charging applies, the Company’s rate card in force at the date of the Contract Document applies, with reasonable annual adjustment on written notice of not less than thirty days for retainers spanning a year. Different rates may apply to directors, researchers, planners, account personnel and production. Travel time may be charged in whole or in part as specified. A monthly retainer buys a defined band of professional attention, not unlimited output, and unused hours do not roll forward unless the Contract Document so provides.
The Company may require a deposit or mobilisation Fee before booking fieldwork, studios or senior roster time. Deposits are credited against invoices, not held as a separate trust unless a Contract Document creates an escrow. They are refundable only to the extent work and commitments have not been incurred, subject to a reasonable administration charge if the Client cancels after the Company has reserved capacity.
The Company shall invoice in accordance with the payment schedule, or monthly in arrears if none is stated, and on completion of a defined stage. Invoices will identify the Contract, the period or stage, VAT, and the Company’s payment details. The Client shall raise a bona fide dispute on an invoice within ten Business Days of receipt, with particulars. Undisputed amounts remain payable on the due date. A dispute raised after payment has fallen due, without particulars, is not a ground for withholding the whole invoice.
Unless a Contract Document states another period, invoices are due within fourteen days of the invoice date. Time of payment is of the essence. The Company may make media, fieldwork or production bookings conditional on cleared funds where the Company would otherwise bear third-party credit risk. The Client may not set off or withhold payment except for a sum that is subject to a genuine particularised dispute notified under Part 18.1, and then only to the extent of the disputed line.
On commercial debts unpaid by the due date, the Company may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the Bank of England base rate plus the statutory margin of eight per cent per annum (or such other rate as that Act and related regulations then provide), plus the fixed-sum compensation and reasonable recovery costs that legislation allows. Interest runs from the day after the due date until cleared payment. The Company may also suspend under Part 32. The statutory scheme is in addition to contractual suspension and is not a penalty.
The Client shall reimburse reasonably incurred project expenses, including travel beyond ordinary commuting to the Company’s London place of business, overnight accommodation of a reasonable standard, viewing-facility hire, Respondent incentives paid by the Company, couriers, stock licences, specialist transcription and venue costs, provided they are within a pre-agreed budget or are approved, except that minor expenses below a de minimis threshold stated in the Contract Document (or, if none, twenty-five pounds sterling per item) may be incurred without prior approval if they are ordinary and necessary.
Media spend, production-house estimates, celebrity or influencer fees, and similar third-party commitments are Client costs. The Company will not commit the Client to a non-cancellable media buy without instructions from the nominated authority, except that in a live auction environment the parties may pre-authorise a band. Cancellation windows of media owners are strict. The Client bears cancellation charges that arise from Client delay or change of mind. Large media prepayments may be required from the Client before the Company is obliged to fund a vendor.
Fees and expenses are exclusive of value added tax, which the Client shall pay at the applicable rate against a valid VAT invoice. If the Client claims a reverse-charge or offshore treatment, it shall provide the evidence the Company reasonably needs. The Client shall pay any VAT later assessed as due because the Client’s evidence was wrong, together with related interest charged by HMRC to the Company if the error was the Client’s. If a law requires the Client to withhold tax, the Client shall notify the Company in advance and cooperate on treaty relief.
The Company retains Intellectual Property Rights in its pre-existing methods, internal operating language, training materials, software, templates, rate models, unselected creative routes, and Research Instruments, including questionnaires, discussion guides, coding frames, weighting schemes and quality-control protocols. The Client receives no assignment of that background IP. On payment of the project Fees, the Client may use the instruments solely to interpret that project’s findings internally, not to exploit them as a product, to run them with another agency as its tools, or to publish a tracker instrument in a form that would enable gaming, unless a wider right is bought.
The Client retains Intellectual Property Rights in Client Materials. The Client grants the Company a non-exclusive, worldwide licence to use, reproduce, adapt only as needed to perform the Services, store, and sub-license to Sub-contractors the Client Materials for the term of the Contract and for a reasonable archive period thereafter for evidential, regulatory and professional indemnity purposes.
Subject to payment of Fees due, and subject to Third-Party Materials licences, the Company grants the Client a non-exclusive, perpetual, irrevocable except for material unpaid Fees related to those Deliverables, royalty-free licence to use the final approved Deliverables for the Client’s internal business purposes and for the external communications uses identified in the Contract Documents. Assignment of copyright in final Advertising Materials or in a final brand toolkit, if required by the Client, must be expressly agreed and may attract an assignment Fee. In the absence of express assignment, copyright remains with the Company or its licensors.
Stock, fonts, music, syndicated data and similar items are licensed, not sold. The Client’s use is limited to the licence the Company obtains, a copy of which will be supplied on request where the licensor permits. If the Client wants broader rights, for example out-of-home in perpetuity or paid social in all territories, it must say so before procurement. Extending use beyond the licence is an infringement for which the Client is responsible if it occurs after the licence terms have been communicated, or if the Client independently publishes a wider use.
To the extent permitted by the Copyright, Designs and Patents Act 1988, the Company shall procure that its employees waive or assert moral rights as needed for the Client’s licensed use, including reasonable adaptation for size, medium and legal correction. Talent, photographers and directors follow their production contracts. The Client shall not use a person’s image or performance in a manner prejudicial to honour or reputation, and shall honour any contracted credit. Where a credit is customary, the Client shall not unreasonably strip it in contexts where credit is usual, unless the medium cannot bear a credit.
After first public use or written consent, the Company may show non-confidential creative and research headlines in its portfolio on portfolio.html, in credentials and in awards entries, and may describe the engagement at a non-confidential category level. It shall not disclose Confidential Information, unpublished crisis facts or unreleased product. The Client may delay or refuse portfolio use for a bona fide legal or listing-rules reason by written notice. A perpetual ban on mentioning the work is a priced exceptional term, not the default. The Company may use the Client’s name and ordinary lock-up in a client list unless the Client notifies that the relationship itself is confidential.
Use of a Respondent’s identifiable image or voice in advertising, as opposed to confidential research reporting, requires a separate release. Research consent is not a model release. The Client shall not lift faces from a showreel of groups into a Campaign without that release. Actor and influencer contracts define the permitted media. The Client shall observe expiry of those rights.
Each party shall keep the other’s Confidential Information confidential, use it only for the Contract, and disclose it only to personnel, professional advisers, and Sub-contractors who need it and who are under confidentiality duties no less onerous in substance. Each party shall protect the other’s Confidential Information with at least the care it uses for its own comparable information, and in no case with less than reasonable care for a professional services firm or a commercial organisation of the Client’s type.
Unpublished findings, sample frames that could be gamed, and Respondent-identifying data are Confidential Information. The Client shall not brief journalists on unpublished research in a way that attributes findings to the Company without the Company’s agreement on the form of words. Tracker questions that will be repeated must not be published in full if publication would bias future waves, unless the Client accepts that bias. Crisis facts, draft holding statements and the existence of a war room are Confidential Information.
Confidentiality obligations last for five years from disclosure, except that trade secrets remain protected for so long as they remain trade secrets, Personal Data remain governed by Data Protection Law, and unpublished crisis facts remain confidential until they are lawfully public. Personnel may retain ordinary professional residual knowledge in unaided memory. Residual knowledge does not include copying of documents or reuse of a Client’s unpublished creative. On written request after the Contract ends, a party shall return or destroy the other’s Confidential Information, except for copies retained in secure backup, professional indemnity files or legal archive.
The parties shall determine, and record in a Contract Document or data processing schedule, whether the Company acts as an independent controller, a joint controller, or a processor for each processing activity. Typical patterns include: the Company as independent controller for its own business contacts, billing, and conflict records; the Company as processor for Client-supplied customer lists used in a research sample or in a Campaign audience; and careful analysis for Respondent data generated in a survey the Company designs. Labels in marketing copy do not decide the legal role. The factual control over purpose and means does.
Where the Company is a processor, it shall process Personal Data only on documented Client instructions unless UK law requires otherwise, in which case it shall inform the Client if permitted. Authorised persons shall be under confidentiality duties. Appropriate technical and organisational measures shall be maintained. General authorisation is given for ordinary research and advertising Sub-contractors, the Company remaining liable as processor for them, and the Client may object to a material new sub-processor category on reasonable data-protection grounds. The Company shall assist with data-subject requests and DPIAs at Client cost unless caused by the Company’s breach, and shall delete or return Personal Data at the end of the services subject to UK legal retention.
If Personal Data are transferred outside the United Kingdom, the parties shall use a lawful transfer mechanism, such as an adequacy regulation or the UK International Data Transfer Agreement or Addendum, as applicable. Panel providers and cloud tools may involve transfers. The Company will identify known material transfer patterns on request for a given project. The Client shall not instruct a transfer that it knows is unlawful. Electronic marketing to individuals remains subject to the Privacy and Electronic Communications Regulations as applicable. The Company does not, by supplying a Campaign idea, warrant that the Client’s existing lists are lawfully usable.
Cookies on https://admaker.digital are described in the Cookie Policy. Campaign or research properties we operate for a Client shall carry a PECR notice where technology differs. The Company will not activate non-essential tags on the site without relevant consent. A Client pixel on a publisher is subject to that publisher’s rules and to PECR as it applies to the Client.
Respondents must receive privacy information required by Data Protection Law. The Client shall not require hiding the identity of the commissioner if transparency is required, except where a bona fide research reason for a delayed debrief exists and is compatible with the law and the MRS Code. Covert research is exceptional, must be ethically justified, and is not a default Service. Research that infers or collects special-category data requires a Data Protection Law condition in addition to a lawful basis, and a careful protocol. The Company may refuse a nice-to-have sensitive question that is not necessary for the stated decision.
Each party shall implement technical and organisational measures appropriate to the risk of its processing, including access control, encryption in transit for ordinary internet communications, vendor due diligence proportionate to the data, and staff awareness. The Company is a professional services firm, not a holder of a specific external certification unless a Contract Document states one. The Client may not impose, after contracting, a security questionnaire that effectively requires a different business model without a variation and, if needed, a price.
If the Company becomes aware of a personal-data breach affecting Personal Data processed under the Contract, it shall notify the Client without undue delay and, where feasible, within forty-eight hours of becoming aware, with such information as is then reasonably available, and shall update the Client as the picture clarifies. Becoming aware means actual awareness by a person responsible for the project or for operations. The Client, if it is the controller, remains responsible for notifying the Information Commissioner’s Office and data subjects when the law requires, unless the parties have agreed in writing that the Company will notify as agent.
A security incident that does not involve Personal Data, such as a leak of a confidential creative route, shall be notified promptly if it is material to the Client’s Confidential Information. The parties shall cooperate on containment. Public statements about an incident are Crisis Services if they go beyond a factual notice the controller is legally obliged to send. Forensic investigation of an incident caused by the Company’s breach of its security duties is at the Company’s cost to the extent of that breach, subject to Part 27. Investigation of an incident caused by the Client’s systems, a Third-Party Platform or a Respondent device is not automatically the Company’s cost.
The Company warrants that it shall perform the Services with reasonable skill and care, to the standard of a competent United Kingdom practice supplying comparable advertising, research, public relations and related strategic services, and in a manner consistent with these Terms and the Contract Documents. This is the principal performance warranty.
Except as expressly set out in the Contract, and except for conditions implied by law that cannot be excluded as against a consumer, implied warranties are excluded to the fullest extent permitted. The Company does not warrant uninterrupted Services, a Campaign metric, that a poll will match a later election or sales outcome, that PR will secure coverage, that a crisis will abate, or that a Third-Party Platform will behave as it did in a previous quarter.
Drafts are working documents. They may contain unfinished claims, placeholder legal lines and untested questions. The Client shall not publish a draft. Liability for a draft published by the Client against advice or without approval is excluded to the extent permitted by law. The Company does not give the manufacturer’s or licensor’s warranty for Third-Party Materials or Third-Party Platforms. It will pass through the benefit of warranties it is able to transfer. If the Client is a consumer, nothing in this Part excludes rights under the Consumer Rights Act 2015 that cannot be excluded, as further stated in Part 38.4.
The Client shall indemnify the Company and its officers, employees and Sub-contractors against losses, damages, reasonable legal costs and expenses arising from: (a) Client Materials, including alleged infringement, defamation or misleading statements; (b) Client instructions to make a claim or public statement after a written Company warning that it is high-risk or non-compliant; (c) Client publication of research or Advertising Materials in an unapproved or misleadingly stripped form; (d) Client breach of Data Protection Law as controller, except to the extent caused by the Company’s processor breach; (e) Client-controlled breaches of Third-Party Platform terms; and (f) injury or damage at a Client site caused by the Client’s premises or unsafe samples, except to the extent caused by the Company’s negligence.
The Company shall indemnify the Client against third-party claims that final Advertising Materials originally created by the Company (excluding Client Materials, licensed Third-Party Materials, and Client-insisted claims) infringe UK copyright or UK registered trade marks, provided the Client notifies promptly, allows the Company to control defence and settlement not admitting Client liability without consent not to be unreasonably withheld, and cooperates reasonably. The indemnity does not cover Client modifications, combinations with materials the Company did not supply, or use outside the licence. First remedies may include a licence, modification or substitution.
Unless a Contract Document states otherwise, the Client indemnity in Part 26.1 is not limited by Part 27, because it concerns third-party and Client-side risks the Company cannot price as ordinary professional error. The Company IP indemnity in Part 26.2 is subject to Part 27 unless the claim arises from the Company’s infringement that is also fraud or a deliberate knowing copy of a third party’s work, in which case Part 27.1’s non-exclusions apply. The parties may negotiate a different allocation in a high-budget production.
Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for any other liability that cannot be limited under English law, or, where the Client is a consumer, for any liability that the Consumer Rights Act 2015 prevents limiting.
Subject to Part 27.1, neither party is liable, in contract, tort including negligence, breach of statutory duty or otherwise, for: loss of profit; loss of anticipated savings; loss of goodwill or reputation without prejudice to a Fee refund or recoverable direct cost of remedial communications under Part 27.3; loss of business or opportunity; loss from Client decisions taken on research presented with stated limitations; loss from ASA, ICO or other regulatory investigation except to the extent caused by the Company’s failure of reasonable skill and care; loss from Third-Party Platform algorithm changes, outages, account bans not caused by the Company’s breach, or media-owner under-delivery; or any indirect or consequential loss.
Subject to Part 27.1, the Company’s total aggregate liability in connection with a Contract, in contract, tort including negligence or otherwise, shall not exceed the Fees excluding disbursements and media pass-through paid under that Contract in the twelve months before the claim arose, or if younger, the Fees paid and payable for the current Statement of Work or retainer year. A different cap in a Contract Document prevails. Separate Statements of Work are separate Contracts for this cap unless expressly linked.
A claim shall be notified with reasonable particulars as soon as practicable. No claim may be brought more than twelve months after completion of the relevant Services, or if earlier twelve months after termination, except for unpaid Fees, fraud, the Client indemnity for third-party proceedings still in time, and claims English law does not permit to be shortened. If Services were performed without reasonable skill and care, the Company may re-perform the defective portion or refund the Fees attributable to it, except for Part 27.1 matters and Part 26.2 claims.
The Company shall maintain, for the duration of the Services and for a reasonable run-off appropriate to a professional services practice, professional indemnity insurance, public liability insurance, and employer’s liability insurance as required by UK law, with reputable insurers, at levels the Company considers appropriate to its ordinary engagements. Typical professional indemnity cover for a practice of this type is finite and subject to policy terms, exclusions often including certain overseas work, certain cyber events and known claims, and an excess. Insurance is not a guarantee that every claim is covered.
On written request, the Company shall provide a broker’s letter or certificate summarising cover. The Company is not obliged to name the Client as an additional insured on professional indemnity cover, which is not how that class of policy ordinarily works, nor to provide the full policy wording if the insurer forbids circulation, but will confirm material exclusions that a Client risk team would ordinarily need to know for a comparable engagement.
The existence of insurance does not extend a liability that Part 27 excludes. The Client shall not require a subrogation waiver that would void cover unless insurers consent. The Client shall maintain insurance appropriate to its business, including product and public liability where it supplies samples or runs events. Prize insurance, if a promotion is used, is a Client responsibility unless scoped as part of the Services.
Each party shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept a bribe, including facilitation payments. Hospitality in connection with professional work shall be reasonable, bona fide, and recorded. The Company shall maintain procedures that are adequate in the sense of the Act having regard to the Company’s size, sector, and risk. The Client shall not instruct “off-book” cash payments to journalists, officials, or Respondents beyond lawful and recorded incentives and ordinary modest hospitality.
The Company opposes slavery, servitude, forced labour and human trafficking and shall take proportionate steps, having regard to Modern Slavery Act 2015 section 54 duties if they apply and to advertising and research supply chains including production, fieldwork and overseas partners. The Client shall not require working conditions for talent, fieldworkers or crew that breach UK employment law or, overseas, ILO core standards as the Company’s ethical floor. Material Sub-contractors may be asked for a statement of steps. An unbounded questionnaire disconnected from the actual supply chain is not a Deliverable unless priced.
Each party shall not engage in the criminal facilitation of tax evasion contrary to the Criminal Finances Act 2017. Invoices shall describe the Services truthfully. The Client shall not request a misdescribed invoice to recover VAT or to move cost between entities in a deceptive way. The parties shall not use the engagement to exchange competitively sensitive information between rival companies beyond what is necessary for lawful comparative advertising or category research. If the Client is an association commissioning research among members, the protocol must not become a cartel meeting. The Company may stop a session that appears to be coordinating pricing or market sharing.
Use of a Third-Party Platform is subject to that platform’s terms, community standards, advertising policies, research policies, and technical limits. Those terms are between the user of the platform and the platform. The Company does not control, and is not liable for, a platform’s decision to reject an advertisement, close an account, change an API, alter attribution, or suspend a survey tool, except to the extent the rejection was caused by the Company’s failure to follow a published policy that a careful practitioner would have applied to the Brief. The Client shall maintain its own business accounts where the platform requires the advertiser of record to be the Client.
The Company may sub-contract any part of the Services. The Company remains responsible to the Client for the Sub-contractor’s performance as if it were the Company’s own, subject to these Terms, except where the Client requires a named third party against the Company’s advice, in which case the Company is responsible only for reasonable coordination, not for that third party’s professional defaults. The Client may not unreasonably refuse a Sub-contractor on grounds unrelated to competence, security, or conflict.
Influencers are typically independent contractors with their own audiences and may deviate from a script live. The Company will brief them and, where scoped, monitor. The Client’s remedy against talent for a rogue post is primarily contractual with the talent. CAP rules on identifiable advertising still apply. The Company will not agree, as a Service, to access a Third-Party Platform by technical means that circumvent access controls or that the platform’s terms forbid. Where a platform requires the advertiser of record to hold the account, the Client shall maintain that account and the associated payment method.
A party is not liable for delay or failure to perform (other than a payment obligation that has already fallen due for work already performed) to the extent caused by a Force Majeure Event, provided it notifies the other party as soon as practicable, explains the expected effect, and uses reasonable efforts to mitigate, including considering alternative methods, locations, or Sub-contractors that are professionally acceptable.
If a Force Majeure Event prevents material performance for more than sixty consecutive days, either party may terminate the affected workstream on written notice, without liability for the termination itself. Fees for work performed, non-cancellable third-party costs, and a reasonable winding-up charge if work product must be archived and handed over, remain payable. Prepayments for unperformed work that has not been committed shall be refunded net of those sums.
Force majeure may include a lawful prohibition on in-home interviewing during a public-health emergency, a national power failure that closes studios, a war that prevents travel to a fieldwork market, or a platform-wide outage of the only survey tool specified by the Client. It does not include the Client’s lack of budget, a change of marketing director, ordinary staff illness of a single person, or a foreseeable peak such as a known product launch date that the Client left too late to book. If in-person groups become impossible, an online substitute of reasonably comparable professional quality may be proposed as a variation. The Client shall not unreasonably refuse a substitute that meets the research objectives with disclosed limitations.
The Company may suspend Services, in whole or in part, if: (a) an invoice that is not the subject of a genuine particularised dispute is overdue; (b) the Client fails to supply essential materials or a legally required instruction, including a lawful basis for processing; (c) the Company reasonably believes continued performance would be unlawful, would breach the Advertising Codes or MRS Code in a serious way, or would endanger personnel or Respondents; (d) sanctions screening is incomplete because of Client non-cooperation; or (e) a Force Majeure Event requires pause. Suspension is not termination. Time lost to a Client-caused suspension is a Client delay under Part 8.2.
Except where urgency or illegality requires immediate pause, the Company shall give not less than five Business Days’ written notice of a suspension for non-payment, stating the amount overdue. Crisis roster coverage may be withdrawn at the same time as other Services if the retainer invoice is overdue, which the Client should treat as a material operational fact.
Services recommence within a reasonable time after the ground for suspension ceases, subject to diary capacity, remaining fieldwork windows, and any variation needed because the original dates have passed. Media that lapsed during a Client-caused suspension may no longer be available at the same price. The Company is not liable for loss arising from a lawful suspension. Interest on overdue sums continues to accrue during suspension.
A project Contract continues until the Services are completed, it is terminated, or it expires by its stated end date. A retainer continues for the period in the Contract Document and thereafter on a rolling monthly basis until terminated on the notice stated in that document, or if none, on thirty days’ written notice, expiring at the end of a retainer month.
The Client may terminate a project for convenience on written notice and shall pay Fees for work performed, work in progress at applicable rates, non-cancellable third-party costs, and any stated cancellation charge. If none is stated, the charge is a reasonable sum for reserved senior capacity that cannot be redeployed in the notice window, not exceeding Fees for the next fifteen Business Days of the plan, plus booked fieldwork on supplier cancellation terms. The Company may terminate a rolling retainer on the same notice, and a project only if the Contract Document allows or continuing would create an unmitigable conflict or legal risk.
Either party may terminate if the other materially breaches the Contract and, if the breach is remediable, fails to remedy it within fifteen Business Days of written notice specifying the breach, or five Business Days in the case of non-payment. Either party may terminate immediately if the other becomes insolvent, a winding-up petition is presented and not discharged within fourteen days, an administrator or receiver is appointed, it makes an arrangement with creditors, or it ceases to trade. The Company may terminate immediately for a prohibited instruction under Part 16.5, for a sanctions issue, or for Client conduct that reasonably makes continued professional association impossible, such as abusive treatment of staff or Respondents.
On termination, the Company shall stop the Services in an orderly way, cancel cancellable third-party bookings (charges to the Client), and, on request and payment of any outstanding sums, deliver such completed Deliverables as have been paid for, and such work in progress as the parties agree, in the then-current form without warranty that it is complete. Licences in unpaid Deliverables do not vest. Confidentiality, IP, data, liability, non-solicitation and governing-law clauses survive. The Company may retain copies as permitted in Part 22.7. Access to shared working rooms may be revoked. The Client shall return Company property, including loaned research equipment if any.
During the Contract and for six months after its end, the Client shall not, without the Company’s prior written consent, solicit or employ any employee of the Company who was materially involved in the Services, except by a bona fide public advertisement not targeted at that person. If the Client breaches this clause, it shall pay a fee equal to thirty per cent of the person’s annual gross salary as a genuine pre-estimate of recruitment, onboarding and lost-margin cost, or, if a court would treat that as a penalty, such lesser sum as is a genuine pre-estimate. This clause does not apply to secretarial or purely administrative staff who had no material project role.
The Client shall not recruit, from a Company-managed sample, a private panel of those Respondents for later marketing or for another agency’s research, using identities learned through the project, unless the Respondent was recruited on a Client-owned community basis that was transparent at recruitment. Fieldwork partners’ panels remain theirs.
The non-solicitation in Part 34.1 applies also to a named freelance researcher, planner or producer engaged by the Company on the Services and introduced to the Client for that purpose, for the same six-month period, except where the freelancer had an independent pre-existing relationship with the Client. The Company shall not, during the same period, solicit the Client’s employees who were the Company’s day-to-day counterparts, subject to a bona fide public-advertisement exception. Ordinary competitive tendering after the Contract ends is permitted.
The Client shall not assign, novate, charge, or otherwise transfer the Contract without the Company’s prior written consent, not to be unreasonably withheld in the case of a solvent intra-group transfer that does not worsen credit risk, and that includes an assumption of all obligations. A change of Client legal entity on a purchase order without a novation does not move the Contract. The Company may refuse assignment to a direct competitor of another live Client where a conflict would arise, or to a sanctioned person.
The Company may assign or novate the Contract to a purchaser of its business, or to an Affiliate, on written notice, provided the transferee assumes the obligations. The Company may assign receivables to a financier without Client consent.
The Client may sublicense final licensed Deliverables to its Affiliates for the same licensed uses, and to service providers who need them to produce media on the Client’s behalf, provided they are bound to relevant restrictions, including Third-Party Materials limits. The Client may not sell the Deliverables as a stand-alone product, nor grant an agency a right to reuse Research Instruments as that agency’s tools, unless assignment or a wider licence was bought.
Formal notices under the Contract (termination, material breach, indemnity claims, and variation of these Terms) shall be in writing in English, marked as a contractual notice, and delivered by hand, by pre-paid recorded post, or by email with a copy by post if the notice is a termination or a claim. Operational instructions, draft comments, and booking logistics may pass by ordinary email between the project teams.
Notices to the Company shall be sent to ADMAKER LTD, 60 Tottenham Court Road, London, W1T 2EW, United Kingdom, and by email to tech.team@admaker.digital, unless the Company nominates another address. Notices to the Client shall be sent to the addresses in the Contract Documents, or to the registered office if none is stated. Each party shall notify a change of address.
A notice delivered by hand is deemed received that Business Day if delivered before 17:00 London time, otherwise the next Business Day. Recorded UK post is deemed received on the second Business Day after posting. Email to the nominated address is deemed received that Business Day if sent before 17:00 London time and no bounce is received.
A telephone call to +44 7811 456789 is not service of a contractual notice, a claim form, or a statutory demand. Working hours for operational contact are Monday to Friday 09:00 to 18:00 London time excluding English bank holidays, except that Crisis Services may be mobilised outside those hours on the path agreed in the retainer. Service of court proceedings shall be effected in accordance with the Civil Procedure Rules or any applicable international service regime, not by a harvest request form on admaker.digital. The Company may nominate solicitors to accept service.
The Contract Documents constitute the entire agreement between the parties in relation to the Services and supersede prior drafts, tenders, pitch conversations, and website descriptions on the same subject. Each party acknowledges that it has not relied on a representation not set out in the Contract Documents, except that this statement does not exclude liability for fraud. Harvest notes, pan codes, and method language on admaker.digital are illustrations of approach, not additional warranties. A purchase order that merely repeats a price does not replace these Terms unless the Company accepts a conflicting term in a signed variation.
A variation of these Terms is valid only if it is in writing and is signed or expressly accepted by an authorised person of each party, except for a change note issued under Part 8 that records a scope, Fee or timetable change for a live engagement. A course of dealing, a slack message, or a failure to insist on a right is not a variation. The Company may update the published website copy of these Terms for future engagements; an already formed Contract remains on the version incorporated when it was formed, unless the parties agree otherwise in writing.
If a provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the commercial intent, or if that is not possible, severed. The remainder of the Contract continues. If a limitation of liability is held unreasonable under the Unfair Contract Terms Act 1977 in a particular application, it shall be read down to the maximum reasonable limitation, not struck into an unlimited liability if a lesser cap would have been reasonable.
Except for indemnified officers, employees, and Sub-contractors who may enforce Part 26.1 against the Client, and except for Affiliates who may use licensed Deliverables under Part 35.4, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract. The parties may vary or terminate the Contract without a third party’s consent. Respondents, journalists, platforms, and members of the public are not third-party beneficiaries.
Nothing in the Contract creates a partnership, joint venture, or employment relationship. The Company is an independent contractor. Each party shall pay its own costs of negotiating the Contract unless a Contract Document says otherwise. The Contract may be executed in counterparts, including electronic signature of a Statement of Work, each of which is an original. English is the governing language of the Contract. If a translation is supplied, the English text prevails.
The Contract, including any non-contractual obligations arising out of or in connection with it, is governed by the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Choice of English law is intended to cover the professional services relationship even if fieldwork or media runs overseas, without prejudice to mandatory local laws that apply to local employment, local research with children, or local advertising in that territory.
The courts of England and Wales have exclusive jurisdiction to settle disputes arising out of or in connection with the Contract, except that the Company may bring proceedings in any other court of competent jurisdiction to enforce payment, to protect Intellectual Property Rights, or to seek interim relief. The Client irrevocably submits to that jurisdiction. If the Client is incorporated outside England and Wales, it shall, if the Company so requests in a Contract Document, appoint a process agent in England.
Before issuing a claim, other than for unpaid Fees, interim injunctions, or limitation-period protection, the parties shall attempt in good faith to resolve a dispute through discussion between persons of appropriate seniority, and, if that fails within fifteen Business Days of a written dispute notice, through a mediation under the Centre for Effective Dispute Resolution model procedure, or another mediator agreed, in London. Mediation is without prejudice. It is not a condition precedent to litigation if a party needs urgent relief, or if the other party refuses to participate.
These Terms are drafted for business clients. If, exceptionally, an individual deals as a consumer, nothing in the Contract excludes rights that cannot be excluded under the Consumer Rights Act 2015, the Consumer Protection from Unfair Trading Regulations, or other mandatory consumer law of the United Kingdom. A consumer may have a right to a court nearer their home. A consumer is not required to mediate as a condition of bringing a small claim. Fees for a consumer contract, if one is formed, must be transparent before the consumer is bound. The Company does not market professional agency retainers as an off-the-shelf consumer product on admaker.digital.
A failure or delay in exercising a right is not a waiver. A waiver of a breach is not a waiver of a later breach. Any waiver must be in writing to bind the waiving party, except that the Company may, without a formal waiver, accept a late Client material on one occasion without losing the right to insist on timetables thereafter.
If there is a conflict, a signed Statement of Work prevails over these Terms for the named engagement, these Terms prevail over a Client purchase-order boilerplate, and a data processing schedule prevails over a general confidentiality clause on personal-data issues. Website Terms of Service prevail for public site use. The Privacy Policy and Cookie Policy prevail for the description of processing and cookies, without reducing contractual security or processor duties stated here.
Provisions that by their nature should survive termination shall survive, including Fees already accrued, Intellectual Property Rights, licences, confidentiality, data protection, indemnities, limitation of liability, non-solicitation, governing law, and this survival clause. Termination does not affect rights that have already accrued. Deliverables paid for remain usable under the licences and assignments that have taken effect. Unpaid work may be withdrawn from public use.
Questions about these Terms, a proposed variation, or a harvest request that may lead to a Contract should be directed to ADMAKER LTD, 60 Tottenham Court Road, London, W1T 2EW, United Kingdom, email tech.team@admaker.digital, telephone +44 7811 456789, website admaker.digital. Do not send original deeds or cheques to a social media account. The pages privacy-policy.html, cookie-policy.html, and terms-of-service.html remain the correct instruments for privacy, cookies, and website use respectively. These Terms and Conditions govern professional Services.
