Terms of Service

1. Parties and acceptance

These Terms of Service govern the relationship between BSD MGMT LTD, a private limited company registered in England and Wales under company number 17048142, whose registered office is at 162 Burghley Court Kingsquarter, Maidenhead, SL6 1AW, United Kingdom ("BSD MGMT", "we"), and the business entity engaging our services or using this website ("Client", "you").

By submitting an enquiry, signing a proposal or paying an invoice, you accept these Terms. Where a signed proposal or statement of work exists between us, that document governs and these Terms apply to anything it does not address.

2. Services

BSD MGMT provides business-to-business digital marketing and management services, delivered remotely. Depending on the scope agreed with you, these may include:

• Social media management across the Client's channels
• Content strategy, editorial direction and scripting
• Brand positioning, media kit and rate card development
• Audience growth, including performance marketing campaigns on the Client's own accounts
• Account management and customer engagement optimisation
• Monetization strategy across social and subscription-based digital platforms
• Online marketing consulting and performance reporting

The exact functions, volumes and reporting cadence for your engagement are set out in your proposal. Services begin on the start date stated there, following receipt of the first invoice payment and the account access we need to work.

3. Client eligibility

Our services are offered only to registered businesses acting in the course of a business. We do not contract with consumers, and the Consumer Rights Act 2015 does not apply to this agreement. By engaging us you confirm that you are authorised to bind your company, that the information you provide is accurate, and that your brand and activity comply with applicable law and with our Acceptable Use Policy.

4. Fees and payment

• Fees are stated in US dollars and exclude VAT, which will be added where applicable at the prevailing rate. Invoicing in GBP or EUR is available by prior agreement.
• Management fees are invoiced monthly in advance on the anniversary of your start date and are payable within 14 calendar days.
• Accepted payment methods are bank transfer and card, as stated on the invoice. Bank charges on your side are your responsibility.
• Invoices unpaid after 14 days may result in suspension of services following email notice. We reserve the right to charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
• Fees may be revised for a renewal period with at least 30 days' written notice. Fees already invoiced will not change.
• Any performance-based component is payable only where expressly stated in your signed proposal, with the calculation method defined in that document.

5. Accounts, income and ownership

All channels, handles, mailing lists, domains, stores, community servers and payment accounts used in the engagement are and remain the exclusive property of the Client. We operate within them by means of delegated access granted by the Client, which the Client may revoke at any time. We do not rent, resell or provide accounts to the Client or to any third party.

6. Term and termination

• Engagements have an initial term of 90 days from the start date unless your proposal states otherwise, so that a full operating cycle can complete.
• After the initial term the engagement continues on a rolling monthly basis.
• Either party may terminate at the end of the initial term or thereafter by giving 30 days' written notice. Notice to us must be sent to info@bsdmgmt.agency.
• Either party may terminate immediately if the other commits a material breach not remedied within 14 days of written notice, becomes insolvent, enters administration or ceases to trade.
• We may terminate immediately if your brand falls within a restricted category under our Acceptable Use Policy or if continuing would breach applicable law or platform policy.
• On termination, fees for services delivered up to the effective date remain payable. We will revoke our access and hand over files, documentation and process notes within 14 days of final payment.

Refunds are governed by our Refund & Cancellation Policy, which forms part of these Terms.

7. Client responsibilities

• Provide timely delegated access to the platform, analytics, community and commerce accounts required, on accounts you own
• Supply accurate information about your brand, audience, existing commitments and income
• Review and approve content and partnership decisions within the agreed timeframes
• Ensure your brand, claims and published material comply with applicable law, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) and Competition and Markets Authority guidance on disclosure of paid promotion
• Hold all licences, rights and permissions for material you supply to us, including music, footage and third-party content
• Disclose any existing exclusivity, management or agency agreement that could conflict with our work

Delays caused by outstanding approvals, missing access or incomplete information do not extend the billing period or reduce fees due.

8. Intellectual property

Your material. You retain all rights in your brand, name, likeness, content, audience data and any material you supply. You grant us a limited licence to use it solely to perform the services.

Deliverables. On full payment of the fees relating to them, we assign to you the rights in the scripts, copy, creative direction and written materials produced specifically for you.

Our material. We retain ownership of our methods, frameworks, templates, internal tools and know-how, including anything developed before or independently of your engagement.

Third-party assets. Stock media, music, fonts and software used in deliverables remain subject to their own licences, which we will identify on request.

Portfolio use. We may reference your brand name and describe the work at a general level. If you prefer we do not, tell us in writing and we will not.

9. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law — in which case the disclosing party will be notified where legally permitted. These obligations continue for 3 years after the engagement ends.

10. Data protection

Each party will comply with the UK GDPR, the Data Protection Act 2018 and any other applicable data protection law. Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf — including community and audience data — we act as processor on your documented instructions, and we will enter into a data processing agreement on request.

11. Warranties and disclaimers

We warrant that we will perform the services with reasonable care and skill, in a professional manner consistent with industry standards, and in compliance with applicable law.

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

Subject to that:

• Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, data, anticipated savings or business opportunity.
• Our total aggregate liability arising out of or in connection with the engagement is limited to the total fees you paid to BSD MGMT in the three months immediately preceding the event giving rise to the claim.
• We are not liable for account suspensions, demonetisation, reach reduction, policy decisions or product changes made by third-party platforms.

13. Indemnity

You agree to indemnify and hold harmless BSD MGMT LTD, its directors, officers and personnel against claims, damages, losses and reasonable costs arising from your brand or content, claims you make, material you supply to us, or your breach of these Terms, applicable law or platform policy.

14. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, government action, failures of internet or telecommunications infrastructure, or outages and policy changes at third-party platforms.

15. Governing law

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of England and Wales. The parties will first attempt to resolve any dispute in good faith within 30 days of written notice. Failing that, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

16. General

• Independent contractor. We act as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship. We do not act as an employment agency or employment business as defined by the Employment Agencies Act 1973.
• Subcontracting. We may use qualified subcontractors and remain responsible for their work.
• Assignment. Neither party may assign the agreement without the other's written consent, except to a successor of substantially all of its business.
• Third party rights. A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.
• Severability. If a provision is unenforceable, the rest remains in effect.
• Waiver. Failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, your proposal and the policies linked from this page form the entire agreement between the parties.
• Changes. We may update these Terms. Existing clients get at least 30 days' written notice of material changes, effective at the next renewal.

17. Contact

BSD MGMT LTD
Company No. 17048142
162 Burghley Court Kingsquarter
Maidenhead, SL6 1AW
United Kingdom
Email: info@bsdmgmt.agency