Terms and Conditions

1. About Orca Marketing

“Orca”, “we”, “us” and “our” mean James Elliott trading as Orca Marketing, a sole trader. “Client”, “you” and “your” mean the business purchasing the services.

Our legal and contact details appear at the end of these terms.

2. The agreement

The agreement consists of these terms and the relevant proposal, quotation, package description, order confirmation or statement of work (the “Service Agreement”). If there is a conflict, a specifically agreed written term in the Service Agreement takes priority.

The agreement begins when you accept a proposal or quotation, confirm an order by email, make payment, provide instructions for work to begin or otherwise confirm acceptance in writing.

You confirm that you have authority to bind the client business.

3. Services and scope

We will provide the services described in the Service Agreement with reasonable care and skill. Deliverables, quantities, channels, deadlines and reporting obligations are limited to the agreed scope.

Anything outside that scope is additional work and may require a revised quotation, an additional fee or a separate timetable. Package availability is subject to capacity.

Organic social-media captions, scheduling, publishing, community management and inbox management are not included unless expressly stated in the Service Agreement. Creative graphics may be supplied for the client to publish independently.

Email marketing is available only where agreed following a suitability review. The client must maintain an appropriate email platform, provide a suitable permission-based mailing list and remain responsible for the lawful collection and use of its contact data.

Digital brochures and other one-off creative materials are separately scoped deliverables unless the Service Agreement expressly states otherwise.

4. Client responsibilities

You must provide complete and accurate briefs, brand materials, access credentials, product or service information, legal disclosures, approvals and feedback reasonably required to deliver the services.

You are responsible for:

• the accuracy, legality and substantiation of claims about your business, products, pricing and offers;
• obtaining permission to use all materials, personal data, trademarks and intellectual property supplied to us;
• reviewing deliverables carefully before approving publication; and
• maintaining secure, functioning business and platform accounts.

Delays in providing information, access or approval may alter the delivery timetable. We are not responsible for any delay caused by the client or a third party under the client’s control.

5. Content and production

Unless expressly included in writing, Orca does not photograph, film, record, illustrate, render or otherwise produce original source content. You must supply, or make reasonably accessible, the photographs, video footage, product information and other source materials required.

Our role is to select, organise and edit available materials, create supporting copy and present everything as coordinated marketing content. Stock assets, specialist production or third-party creative services require prior agreement and may incur additional costs.

6. Scheduling and priority requests

Delivery dates are estimates unless expressly confirmed as fixed in writing. We will use reasonable efforts to meet agreed dates but cannot guarantee timing where information, approval, platform access or third-party services are delayed.

Work requested for the following week must be submitted with a complete brief by 5.00 pm UK time on Wednesday. Requests submitted later may be declined, moved to a later delivery period or accepted as priority work.

Accepted priority work is subject to a surcharge equal to 50% of the current standalone price for the relevant item or service. Payment of a priority surcharge does not guarantee delivery where capacity or third-party restrictions make it impracticable.

7. Revisions and approvals

Each agreed deliverable includes up to two reasonable rounds of revisions unless the Service Agreement states otherwise. Revision requests must be consolidated, clear and within the original brief.

Requests involving a new creative direction, a change of brief, the replacement of previously approved content, an additional format or a further round of revisions constitute additional work and may be charged separately.

Approval by email, message or platform confirmation authorises publication or delivery. Changes requested after approval are chargeable unless they are needed to correct our failure to follow the approved brief.

8. Fees, invoicing and payment

8.1 Standard fee and advance-payment discount

The fee stated in the Service Agreement is the standard full charge. Where a monthly package fee is paid in cleared funds before the relevant service month begins, a 5% advance-payment discount will be applied to that standard charge. The discount applies only where payment is received by the required advance-payment date.

Fees for one-off work are payable as stated in the quotation or invoice. Where advance payment applies, we are not required to begin or continue work until cleared payment is received.

8.2 Approved 30-day invoicing

At our sole discretion, a business client may be approved to pay the standard fee in full within 30 days of the invoice date. The 5% advance-payment discount does not apply to this option.

The difference reflects a discount for payment in advance. No surcharge, interest or additional fee is added merely because an approved business client uses the 30-day invoice option. Approval may be withdrawn for future service periods by written notice, particularly where invoices are paid late.

8.3 Other payment provisions

• Fees are exclusive of third-party costs and advertising spend unless expressly stated.
• VAT will be added only where applicable by law and will be shown on the invoice.
• You may not withhold, deduct or set off payment unless required by law.
• We may suspend services and scheduled publication while an invoice is overdue.

For qualifying business-to-business debts, we reserve the right to claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Advertising spend and third-party services

Platform advertising spend, printing, postage, software subscriptions, stock assets, domains, hosting and other third-party costs are excluded unless expressly included.

The client remains responsible for funding advertising accounts and complying with third-party platform terms. We may manage campaigns through client-owned accounts, but ownership and ultimate control remain with the client.

We are not responsible for outages, account restrictions, algorithm changes, policy enforcement, rejected advertisements, data loss or other acts and omissions of Meta, Google, Mailchimp or any other third-party provider, except to the extent caused by our failure to use reasonable care and skill.

10. Marketing performance

Marketing performance depends on factors outside our control, including the client’s offer, pricing, reputation, sales process, audience, market conditions, advertising budget and platform behaviour.

We do not guarantee any particular number of enquiries, sales, followers, impressions, rankings, revenue or return on advertising spend. Forecasts, recommendations and targets are professional estimates rather than guarantees.

11. Intellectual property

Once all relevant invoices are paid, ownership of final bespoke deliverables created exclusively for the client transfers to the client, except for:

• our pre-existing materials, templates, methods, systems, know-how and reusable design elements;
• working files, rejected concepts and unused drafts; and
• third-party materials governed by their own licences.

We grant the client a perpetual, worldwide, non-exclusive licence to use any Orca background material incorporated into a paid final deliverable as reasonably required to use that deliverable.

We will not publish confidential client work in our portfolio without permission. Publicly released work may be identified as work completed by Orca unless the client reasonably objects in writing.

12. Confidentiality

Each party must keep the other party’s confidential business information secure and use it only for the agreement. This obligation does not apply to information that is already in the public domain through no breach of the agreement, has been lawfully received from another source, has been independently developed or must be disclosed by law.

13. Data protection and direct marketing

Each party must comply with applicable data protection and electronic marketing law, including the UK GDPR, Data Protection Act 2018 and Privacy and Electronic Communications Regulations.

The client is responsible for ensuring that any contact list or personal data supplied to us has been obtained lawfully and may be used for the instructed purpose. This includes maintaining appropriate privacy information, consent or another lawful basis, suppression records and functional unsubscribe arrangements.

Where we process personal data solely on the client’s documented instructions, the client acts as controller and we act as processor. The parties will enter into any additional data-processing terms reasonably required by law.

We may refuse to send or publish material where we reasonably believe that the use of data, selection of the audience or proposed communication is unlawful or presents a material compliance risk.

14. Monthly term, renewal and cancellation

Monthly packages run on a rolling monthly basis from the agreed renewal date. There is no minimum commitment unless the Service Agreement expressly states otherwise.

Either party may cancel a monthly package by written notice received no later than seven calendar days before the next renewal date. If notice is received later, the package renews for the next month and the next monthly fee remains payable.

Fees for a service month that has begun are non-refundable. If we cancel where the client is not in breach and cannot provide a material part of the prepaid services, we will refund a fair proportion for the undelivered part.

Cancellation does not affect accrued rights, unpaid invoices, approved third-party commitments or clauses intended to continue after termination.

15. Suspension and immediate termination

Either party may terminate immediately by written notice if the other party commits a material breach and, where the breach can be remedied, does not remedy it within seven days after written notice.

We may suspend or terminate immediately where the client fails to pay, acts unlawfully, supplies unlawful or infringing material, abuses or threatens any person involved in delivery, creates a serious reputational or regulatory risk, or becomes insolvent.

16. Liability

Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded.

Subject to that:

• neither party is liable for indirect or consequential loss;
• we are not liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data; and
• our total aggregate liability arising from an agreement is limited to the total fees paid or payable to us under that agreement during the 12 months preceding the event giving rise to the claim.

Each party must take reasonable steps to reduce any loss it suffers.

17. Events outside reasonable control

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including widespread service outages, serious illness, acts of government, industrial disputes, natural disasters or the failure of critical suppliers. The affected party must notify the other and resume performance as soon as reasonably possible.

18. Notices

Routine notices, approvals and cancellation notices may be sent by email to the addresses normally used by the parties. A notice is treated as received on the next UK business day after it is sent unless the sender receives a delivery failure notification.

Formal legal documents may be served at the address for service stated below or at any replacement address notified in writing.

19. General

No person other than the parties has a right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.

The client may not transfer the agreement without our prior written consent. We may use carefully selected subcontractors while remaining responsible for the services.

If any provision is held invalid, the remaining provisions continue in effect. A delay in enforcing a right is not a waiver. Changes to an existing Service Agreement must be agreed in writing.

20. Governing law and jurisdiction

The agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.