DMarketing Solutions

Terms and Conditions

1. Who these Terms cover

These Terms apply whenever DMARKETING SOLUTIONS LTD (“DMarketing”, director Aleksei Zukovski) is engaged by a business customer (“Client”) — they are not written for, and do not apply to, consumers. An engagement starts on whichever happens first: the Client signs or emails back acceptance of a proposal or order (“Order”), pays an invoice referencing these Terms, or asks us to begin before either of those is formally done.


2. The shape of a DMarketing engagement

We are a full-service agency, which in practice means a Client's Order can combine brand and creative development, video and content production, PR and press outreach, event support, web design, SEO, paid search and display, email and social, CRM/marketing-automation setup, and campaign optimisation under one roof. Because the mix varies so much project to project, the Order — not these Terms — is where the actual deliverables, milestones, service levels, media budget and assumptions live.
AI tools sit inside several of these disciplines (research, ideation, drafting, testing, optimisation). Human review is applied in proportion to the risk of what's being reviewed, but AI output stays probabilistic by nature — the Client signs off on anything regulated, factual or brand-sensitive before it goes out, and no case study, forecast or performance example we show is a promise of a result.


3. What we need from the Client to deliver

A named, authorised contact who can give timely decisions; accurate information; the licences and consents the Client's own offer requires; and access to whatever accounts or systems the work touches. The Client stands behind the legality and substantiation of its own products, offers and supplied assets. On our side, we apply reasonable skill and care to the work we create and the settings we control, and we won't knowingly wave through an obvious violation just because the Client approved it.
Feedback is due within five business days of us asking for it unless the Order says otherwise; if it doesn't arrive, we may adjust the schedule and treat a deliverable that materially meets the Order as accepted. Acceptance doesn't waive a defect that genuinely couldn't have been spotted at review. A scope change needs written agreement and can move both price and timing.


4. Accounts, budgets and platform risk

The Order records who owns which advertising or social account and who has access to it — we'd rather work in Client-owned accounts wherever that's practical. Media spend, event costs, production purchases, licensing fees, travel and platform charges sit outside our fee unless the Order expressly folds them in. A platform's own decision to reject, restrict or suspend something isn't on us, though we'll use reasonable effort to diagnose it within the scope we've been engaged for. Neither side gets to dodge enforcement, mask a destination URL, or manufacture engagement.


5. Money

A fixed price covers exactly the deliverables and assumptions stated — nothing implied beyond them. Invoices are due within 14 days unless the Order sets another period. An advance payment reserves resource and is drawn down against delivered work; anything left over beyond properly earned fees and committed costs comes back on termination. Overdue undisputed sums may attract statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, and we can pause delivery on notice while a genuine overdue amount sits unpaid. Charges exclude VAT unless the Order says otherwise.


6. Who ends up owning the work

Whatever either side already owned before the engagement — strategy frameworks, templates, generic tooling, prompts, playbooks — stays with whoever brought it, however deeply it ends up woven into a deliverable. Once every invoice tied to an Order is paid, we assign the Client copyright in the bespoke final creative, copy, design and code that Order actually names as a deliverable, source files included. Where one of our reusable frameworks or tools is embedded in that deliverable, the Client gets a perpetual, royalty-free licence to use and adapt the finished deliverable — the framework itself isn't handed over as a standalone asset.
Stock, fonts, software and open-source pieces stay under their own licences and get flagged where they matter. AI-generated material transfers only to the extent rights actually exist to grant it. We will only put a Client's name, logo or result into our own portfolio or a case study with that Client's written sign-off first — not the other way around.


7. Confidentiality and going public

Each side protects the other's non-public commercial, technical and personal information, shares it only with people who need it under an equivalent duty, and doesn't rely on it beyond the engagement. Trade secrets stay protected for as long as they're actually secret; everything else, five years past the engagement's end. A public announcement about the relationship — a press release, a case study, a testimonial — needs the other side's sign-off first.


8. Data protection

Both sides comply with UK GDPR, the Data Protection Act 2018 and PECR, and each acts as an independent controller for its own contact, billing and compliance records. Where DMarketing processes a Client's personal data purely on that Client's instructions — running a CRM segment, managing an ad audience — the Data Processing Schedule below takes effect automatically, no separate paperwork needed.


9. If something goes wrong

We warrant reasonable skill and care and material conformity with the Order. Raise a substantiated defect promptly and we'll re-perform the affected work, or refund a fair share of the fee if re-performance genuinely isn't possible. Nothing here limits liability that can't lawfully be limited; beyond that, neither side is liable for indirect loss, lost profit, goodwill or opportunity, and a data-loss claim only stands where the claimant itself failed to keep the backups it should have. Each Order's liability cap sits at the fees paid or payable under that Order in the preceding 12 months — this reflects what's a proportionate B2B allocation given the fees actually charged, not an attempt to dodge real responsibility.
The Client indemnifies us against a third-party claim arising from its own unlawful product, supplied content or missing permissions; we indemnify the Client against a UK IP claim over bespoke work we created entirely ourselves, excluding anything built from Client materials or mandated changes. Whoever is indemnified gets to control the defence and must be consulted before any settlement that isn't purely monetary.


10. Ending the relationship

Either side can walk away from an ongoing engagement on 30 days' notice once any minimum term has run, or immediately for an uncured material breach or insolvency. We can suspend at once where continuing would create a genuine legal, security, platform or reputational problem. On exit, the Client pays for completed work and non-cancellable commitments; we hand over paid deliverables and return Client assets subject to security and law.


11. Notices and the law that applies

Legal notices go by email to info@dmarketingsolution.uk and the Client's contract address, backed by a postal copy; they land the next business day absent a bounce. Where documents conflict, the Order governs scope and price, this Schedule governs processor duties, and the Advertising & Traffic Compliance Policy governs campaign conduct. These Terms are governed by the law of England and Wales, whose courts have exclusive jurisdiction.


Data Processing Schedule (Article 28 UK GDPR)

This Schedule applies automatically whenever DMarketing acts as processor for a Client's personal data — no separate signature required.


Scope
Covers the marketing, CRM, automation, customer-experience, advertising, content, analytics, development or support services an Order actually contracts for, for the life of the engagement plus a secure return/deletion window. Typical data subjects are prospects, customers, users, subscribers, Client staff, suppliers and partners; typical data is business/contact identifiers, online identifiers, campaign and conversion events, CRM history, preferences and communications. Special-category or criminal-offence data is out of scope unless separately documented with named safeguards.


What we commit to as processor
·         Process only on the Client's documented instructions, and flag anything that looks unlawful;
·         Keep authorised staff bound by confidentiality;
·         Run risk-appropriate security — least privilege, access logging, MFA where available, encryption in transit, incident response;
·         Notify a known personal-data breach to the Client without undue delay;
·         Assist reasonably with rights requests, DPIAs and regulator engagement;
·         Return or delete data at the Client's choice once the engagement ends, unless the law says we must keep it.


Subprocessors and transfers

The Client authorises the subprocessor categories the Order actually needs — website/form hosting (Tilda), cloud hosting, CRM, project collaboration, email, analytics, creative/AI tooling, and the Google/Meta advertising features a given campaign uses. We contract them to equivalent standards, stay responsible for their processing, and give reasonable notice before adding a new one; a reasoned objection gets discussed in good faith before we default to pulling the affected feature. One reasonable audit a year is available on notice (plus an incident-triggered one), at the Client's cost for reasonable external expenses. Restricted transfers rely on UK adequacy, the UK Extension to the EU-US Data Privacy Framework, the IDTA/Addendum, or another lawful mechanism.