Terms of
Service
1. Who we are
This website is operated by Loudsmith LTD ("Loudsmith", "we", "us", "our"), a company registered in England and Wales under company number 17415656, with its registered office at 61 Bridge, Kington, HR5 3DJ, United Kingdom.
2. Acceptance of these terms
By accessing this website or engaging Loudsmith to supply services, you agree to be bound by these Terms of Service. If you do not accept them, please do not use the site or our services.
Where we have entered into a signed contract, statement of work or proposal with you, that document takes precedence over these terms to the extent of any conflict.
3. Using this website
You may view, download and print pages from this site for your own use, subject to the restrictions below.
You must not:
- republish, sell, rent or sub-licence material from this site;
- reproduce, duplicate or copy material for a commercial purpose;
- use the site in any way that damages it, or that impairs its availability or accessibility;
- use the site to copy, store, transmit or distribute malicious software;
- conduct automated data collection (scraping, harvesting, data mining) without our prior written consent;
- use the site or our contact forms to send unsolicited commercial communications.
We may restrict access to areas of this site, or the entire site, at our discretion and without notice.
4. Our services
Loudsmith provides digital marketing services, which may include search engine optimisation, paid media management, content production, creative development, analytics implementation and related consultancy.
The specific services, deliverables, timelines and fees applicable to your engagement will be set out in a separate proposal or statement of work. Nothing on this website constitutes a binding offer to supply services.
Scope changes
Work falling outside an agreed scope will be quoted separately and requires written approval before we begin. We will not carry out unapproved chargeable work.
5. Fees and payment
- Fees are as stated in your proposal or statement of work. Loudsmith LTD is not currently registered for VAT; should we become registered, VAT will be charged on fees at the prevailing rate from the date of registration.
- Unless agreed otherwise in writing, invoices are payable within 14 days of the invoice date.
- Retainer fees are invoiced in advance of the service month; project fees are invoiced according to the milestones in your statement of work.
- Media spend (for example, amounts paid to Google or Meta) is separate from our fees. Where you ask us to fund media spend on your behalf, it will be recharged at cost.
- We reserve the right to charge statutory interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
- We may suspend services where an invoice remains unpaid more than 14 days beyond its due date, having given you written notice.
6. Your responsibilities
To deliver effectively, we rely on you to:
- provide timely access to accounts, platforms, analytics and any assets we reasonably request;
- give feedback and approvals within agreed timeframes;
- ensure that any material you supply to us is accurate, lawful and does not infringe third-party rights;
- maintain your own compliance with advertising standards, sector regulations and data protection law in relation to your business.
Delays caused by late feedback, missing access or incomplete materials may affect timelines, and we are not liable for the consequences of such delays.
7. Intellectual property
Our material
All content on this website — including text, design, graphics, logos and code — is owned by or licensed to Loudsmith and protected by copyright and other intellectual property laws.
Client deliverables
On full payment of all sums due, ownership of the final deliverables created specifically for you under a statement of work transfers to you.
We retain ownership of our pre-existing materials, tools, frameworks, templates and methodologies, together with any general know-how developed during the engagement. Where these are embedded in a deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.
Portfolio use
Unless you tell us otherwise in writing, we may reference your name and display non-confidential examples of the work in our portfolio and marketing.
8. Third-party platforms
Our services frequently depend on platforms we do not control, including but not limited to Google, Microsoft, Meta, LinkedIn and TikTok. We are not responsible for changes to their algorithms, policies, pricing, account decisions or availability, or for any resulting effect on performance.
This site may contain links to third-party websites. Those links are provided for convenience only and do not signify endorsement. We accept no responsibility for the content of any linked site.
9. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other in connection with an engagement, and to use it only for the purposes of that engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully held, or must be disclosed by law.
This obligation continues for three years after the engagement ends.
10. No guarantee of results
Digital marketing outcomes depend on many factors outside our control, including market conditions, competitor behaviour, platform changes and the quality of your product or service.
We will apply reasonable skill and care and follow industry good practice, but we do not warrant or guarantee any specific ranking, traffic volume, conversion rate, return on advertising spend or revenue figure. Any projections we provide are estimates, not commitments.
11. Limitation of liability
Nothing in these terms excludes or limits our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.
Subject to the above, and to the extent permitted by law:
- we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss;
- our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to Loudsmith in the six months preceding the event giving rise to the claim;
- we are not liable for loss or corruption of data, except where caused by our negligence.
The material on this website is provided without any warranties as to accuracy or completeness, and you use it at your own risk.
12. Term and termination
Either party may terminate a retained engagement by giving 30 days' written notice, unless a longer minimum term is stated in your statement of work.
Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
On termination you remain liable for all fees for work performed up to the termination date, together with any non-cancellable third-party commitments made on your behalf. We will hand over reasonable access and assets in an orderly manner, subject to settlement of outstanding invoices.
13. Data protection
We process personal data in accordance with UK GDPR and the Data Protection Act 2018. Our Privacy Policy explains what we collect and why.
Where we process personal data on your behalf as part of our services, we act as processor and you act as controller, and a separate data processing agreement will apply.
14. Changes to these terms
We may revise these terms from time to time. The version published on this page at the time you use the site is the version that applies. Material changes affecting an active engagement will be notified to you in writing.
15. Governing law and jurisdiction
These terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with them is subject to the exclusive jurisdiction of the courts of England and Wales.
If any provision is found unenforceable, the remaining provisions continue in full force.
16. Contact
Questions about these terms can be sent to hello@loudsmith.online, or by post to:
Loudsmith LTD
61 Bridge
Kington
HR5 3DJ
United Kingdom