Terms & Conditions
Last updated: June 17, 2026
DEFINITIONS AND INTERPRETATION
The following terms shall have the corresponding meanings for the purpose of this Agreement:
General Terms
Confidential Draft, Subject to Contract
These General Terms apply to the provision of marketing, content, media, event, strategy, social media, website production and related services by PinPoint Media.
1. Definitions and Interpretation
In these Terms:
Agreement means these General Terms together with any applicable Scope of Work.
Annual Scope of Work means the Scope of Work setting out the Services to be provided on an annual retainer basis.
Applicable Laws means all applicable laws, statutes and regulations in force from time to time.
Applicable Data Protection Laws means all applicable data protection and privacy legislation, including the UK GDPR, GDPR, the Data Protection Act 2018 and related guidance.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Change Order means a written document setting out agreed changes to the Services, Fees, timetable or other terms.
Client, you or your means the party receiving the Services.
Company Materials means any materials, equipment, documents or property belonging to us.
Content means any image, logo, text, social media update, video, audio file, graphic, soundtrack, printed material, animation, photograph, video still or other design or artwork created by us as part of the Services.
Content Services means video, film, graphic, photography, animation and related design services.
Deliverables means the deliverables and any Content set out in the applicable Scope of Work.
Design Brief means any storyboard, call sheet, design document, script or other written description of the Services or Content.
Event Management Services means services relating to a Client event, including venue finding, guest management, entertainment liaison, ticketing, event apps, production support, operational planning, communications, venue management, marketing, branding, activations and travel.
Fees means all sums payable by you to us under the Agreement.
General Terms means these general terms and conditions.
Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including copyright, trade marks, design rights, database rights, patents, rights in confidential information and all equivalent rights anywhere in the world.
Paid Media Services means the promotion of content through paid placements, including video advertising, PPC advertising, sponsored social media posts, print media and out-of-home media buying.
Project means any discrete project agreed between the parties.
Project Fees means the Fees payable in respect of a Project.
Project Plan means a detailed plan describing the Services, Deliverables, timetable and related matters.
Rate Card means our applicable rate card.
Retainer Fees means the monthly fees payable under an Annual Scope of Work.
Scope of Work means a written document agreed by the parties describing the relevant Services.
Services means the services and Deliverables to be provided by us under a Scope of Work.
Social Media Services means the social media services agreed in a Scope of Work.
Strategy Services means services including account direction, creative direction, editorial, content and digital marketing, design, research, insight, workshops, planning, marketing strategy and media buying.
Third Party Costs means costs of third-party services, platforms, materials, storage, transfer, travel, accommodation or other expenses required to perform the Services.
VAT means value added tax or any equivalent tax chargeable in the UK or elsewhere.
Where there is a conflict between documents, the following order of precedence applies unless stated otherwise:
The applicable Scope of Work
The Schedules
These General Terms
References to writing include email.
2. Term
The Agreement begins on the Effective Date and continues for an initial period of 12 months. It will automatically renew for further periods of the same length unless either party gives at least 3 months’ written notice, such notice not to expire before the end of the initial period or any renewal period.
Where separate Projects are agreed, each Project will begin and end on the dates set out in the applicable Project Scope of Work, unless terminated earlier in accordance with these Terms.
3. Basis of Contract
The parties will work together to agree the Services through an Annual Scope of Work or Project Scope of Work.
Quotes issued by us are not offers and are valid for 30 days unless stated otherwise.
Once a Scope of Work is signed by you and countersigned by us, it will form part of the Agreement.
These General Terms apply to the exclusion of any other terms that you seek to impose or incorporate.
The parties agree to meet quarterly to review the Project Plan, current Scopes of Work and any required adjustments.
Each Scope of Work stands independently. A delay or issue under one Scope of Work does not entitle you to reject the Agreement as a whole, reject other Services, or withhold payment for other Scopes of Work.
4. Design Process
Using the applicable Scope of Work as a guide, our design team will work with you to agree the Design Brief and Deliverables.
Where appropriate, we will contact you after signing the Scope of Work to discuss and agree a Project Plan.
Reasonable changes may be accommodated through the change control process.
5. Strategy Services
Where Strategy Services are provided, we will use reasonable endeavours to:
Keep administrative passwords secure.
Remove administrative access from personnel who leave our employment.
Keep you informed of changes to administrative passwords.
Ensure Deliverables are reasonably transparent as marketing communications where required.
You authorise us to collect and use data from your owned, operated or affiliated websites. You warrant that your websites include a privacy policy allowing such data to be processed and used in accordance with Applicable Data Protection Laws.
Where research and insight services involve personal data, both parties will comply with Applicable Data Protection Laws. Where respondent anonymity must be protected, we will only provide anonymised data and you must not attempt to identify respondents.
6. Social Media Services
Where Social Media Services are provided, we will use reasonable endeavours to understand the relevant social media platform terms and notify you of any material risks we become aware of regarding Content compliance.
Where accounts need to be created, they will be created using the Client email address you provide.
7. Paid Media Services
Where Paid Media Services are provided:
Media costs will be invoiced on immediate payment terms.
Media costs, ratings and campaign metrics are estimates based on market predictions.
Final pricing and channel share may differ from the Scope of Work.
Unless stated otherwise, you must notify us within 30 days if an advertisement does not appear or appears to a different specification.
Monthly Fees remain payable for every month of the Agreement, even where there are planned breaks in advertising or reduced third-party media spend.
8. Content Services
Where Content Services are provided, we will provide the pre-production, production and post-production services necessary to deliver the agreed Deliverables.
Content will be produced based on your promotional materials, written communications and discussions with us.
You are responsible for final content decisions in accordance with the Project Plan and any instructions provided. If you do not provide clear instructions or information in a timely manner, we may need to make reasonable assumptions to keep the Services on schedule.
We will use reasonable endeavours to include all features set out in the Scope of Work, unless doing so is not practicable in our reasonable opinion.
A draft copy of the Deliverables will be provided for one round of review and approval. Requests for changes must be made in writing. Further changes may incur additional fees.
Failure to approve the Deliverables within the timescales set out in the Design Brief or Project Plan will result in deemed acceptance.
Where Content is livestreamed, you acknowledge that quality and availability cannot be guaranteed, and we are not responsible for the availability of social media sites or streaming platforms before, during or after livestreaming.
We may use artificial intelligence tools and technologies in the performance of the Services. Where AI is used to produce Content, changes may be limited to what is technically possible using the applicable AI technology.
9. Website Production Services
Where Website Production Services are included, the parties will agree a Project Plan and, where appropriate, a Project Scope of Work.
Any changes to the Project Specification must be agreed in writing. Where changes create additional expense, we may charge additional fees at our standard rates.
Website Production fees are invoiced 50% upfront and 50% on completion, unless agreed otherwise. Hosting fees may be billed separately.
Upon full payment, we will deploy the completed website to your hosting server.
If third-party hosting supplied by you is incorrectly configured, we may charge additional fees for any additional work required.
After delivery, you will have 14 working days to test the website against the Project Specification. Acceptance may only be withheld where the website does not materially conform to the Project Specification.
Acceptance will be deemed to have occurred if:
The testing period expires and no material issues have been raised; or
You use any part of the website other than for testing.
Once accepted, we have no further obligation to undertake work on the Project unless separately agreed.
You must provide all required content, data, images, branding and other materials needed for the Project. We are not responsible for delays, missed milestones or additional expenses caused by late or incomplete Client materials.
Following deployment, the website will be covered by a 90-day warranty covering bugs reported within 90 days of deployment. The warranty is limited to core functionality tested during the User Acceptance Testing phase. It excludes issues caused by server limitations, third-party systems, third-party software, plug-ins, open-source CMS platforms, unauthorised code access, overdue payments or third-party changes.
10. Service Standards
We will provide the Services with reasonable skill and care and in accordance with the applicable Scope of Work, Design Brief or Project Plan in all material respects.
Performance dates are estimates only. Time is not of the essence unless expressly agreed in writing.
We may use third-party platform providers as part of the Services. You must approve applicable third-party terms promptly. Any delay in approval may delay or prevent the Services.
We may amend the Design Brief or Project Plan where required to comply with law or regulatory requirements, or where the change does not materially affect the nature or quality of the Services.
Where amendment requests are made to draft Deliverables, up to two rounds of amendments may be included in the Fees where sufficient time remains within the applicable Scope of Work. Other amendments may be charged in accordance with our Rate Card.
11. Your Obligations
You agree to:
Provide complete and accurate information.
Cooperate with us in all matters relating to the Services.
Provide prompt instructions, decisions, approvals and consents.
Provide required information and materials in a timely manner.
Prepare any premises, venue or location required for the Services.
Obtain all required consents, licences and permissions.
Comply with all Applicable Laws, including health and safety laws.
Provide PPE where necessary.
Keep our equipment and materials safe while in your custody.
Provide clear briefings and accurate information about your products and services.
Appoint a Client contact with authority to bind you on matters relating to the Services.
Provide safe and uninterrupted access to relevant premises, systems, data and facilities.
Make required personnel available for the completion of the Services.
If our performance is prevented or delayed by your act, omission or failure to perform your obligations, we may suspend the Services and will not be liable for resulting delays, costs or losses. You must reimburse us for costs or losses we incur as a result.
12. Change Control
Either party may propose changes to the Services. No change will take effect until both parties have signed a Change Order.
A Change Order will set out the proposed changes and their effect on:
The Services
The Fees
The timetable
Any terms of the Agreement
We may charge for time spent preparing and negotiating Change Orders requested by you on a time and materials basis in accordance with our Rate Card.
Where changes are significant, the parties may agree a new Annual Scope of Work instead.
13. Fees and Expenses
Fees are calculated in accordance with our Rate Card unless agreed otherwise.
Overtime may be charged for work performed at weekends or outside 8:00am to 6:00pm on Business Days. Overtime is charged at 1.5 times the applicable hourly rate unless agreed otherwise.
We may charge for reasonable Expenses and Third Party Costs, including travel, hotels, parking, subsistence, materials, storage, transfer costs and third-party services.
We will seek approval in advance for any individual expense over £200. Mileage is charged at 55p per mile. Long-distance travel may be invoiced and payable in advance.
Production insurance may be charged at up to 4% of the total production cost. Tree planting or carbon offsetting costs may also be charged.
For Paid Media Services, we may request payment on account where we need to contract with third parties. Unused amounts may be carried forward to the next month but are non-refundable.
A digital and social paid media administrative fee applies as follows:
£0–£10,000 spend: 15%
£10,001–£100,000 spend: 10%
£100,001+ spend: 8%
Where monthly retainer time used is less than the time covered by Retainer Fees, any shortfall above 10% may be carried over to the following month.
We reserve the right to charge a 20% recruitment fee if you poach any of our employees.
14. Invoicing and Payment
Unless agreed otherwise, Annual Fees are invoiced monthly in advance and Project Fees are invoiced in accordance with the relevant Project Scope of Work.
Invoices must be paid in full within 14 days of the invoice date, in pounds sterling, without deduction or set-off.
Time for payment is of the essence. We will not release Deliverables until our Fees have been paid in full.
All amounts are exclusive of VAT.
If payment is late, interest will accrue at 4% per year above the Bank of England base rate.
We may increase Fees or Rate Card rates annually from each anniversary of the Effective Date, provided the increase is not more than 5% higher than the increase in the Retail Prices Index over the preceding 12 months.
15. Intellectual Property
Subject to payment of the Fees, Intellectual Property Rights in the Deliverables and Original Material will be owned by you, except for third-party materials.
Intellectual Property Rights in our Company Materials, project files and working files remain owned by us. Access, licensing or transfer of working files may be available for an additional fee.
You grant us a licence to copy and modify the Deliverables, Original Materials and materials provided by you for the purpose of providing the Services.
We will obtain necessary third-party licences or consents required for your use of third-party materials in accordance with the applicable Scope of Work.
You indemnify us against claims arising from actual or alleged infringement of third-party Intellectual Property Rights in materials supplied by you.
You permit us to use your logo, brand and the Deliverables in our marketing materials, including on our website and in paid advertising.
You will permit us, on reasonable request, to include a discreet production credit within the Deliverables.
16. Liability, Indemnity and Insurance
If we fail to perform the Services with reasonable care and skill, we will carry out reasonably necessary remedial action at no additional cost.
We will not be liable for special, indirect, consequential or pure economic losses, including loss of profit, business, contracts, anticipated savings, data, goodwill or losses arising from third-party actions where you approved the use of those third-party services.
Our total liability for all other losses arising under or in connection with the Agreement will not exceed the Fees applicable to the Services in the 12 months preceding the event giving rise to liability.
Nothing in these Terms limits liability that cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
You indemnify us against costs, liabilities, damages, losses, claims or proceedings arising from loss or damage to our equipment or third-party equipment caused by you or your agents or employees.
17. Confidentiality
Each party agrees not to disclose or misuse the other party’s confidential information during the Agreement and for 5 years after termination.
Confidential information may be disclosed to employees, officers, representatives, subcontractors, suppliers or advisers who need to know it for the purposes of the Agreement, or where required by law or a competent authority.
Each party must keep the other party’s confidential information secure and apply security measures consistent with good industry practice.
18. Cancellations and Postponement
You may request cancellation of an Annual Scope of Work or Project Scope of Work by giving at least 3 months’ written notice, such notice not to expire before the end of the Initial Period or any renewal period.
On cancellation, you must reimburse us for all Fees up to the cancellation date, together with any third-party charges, expenses or committed costs.
For Annual Scopes of Work, you must pay Retainer Fees for the Retainer Notice Period. For Projects, you must pay Project Fees for the Project Notice Period.
You may request postponement in writing. We may accept or reject the request acting reasonably. Any postponed Project or Scope must recommence within 6 months, and a Project may only be postponed a maximum of 3 times.
If you postpone a Project, the following charges apply:
30+ days before the Start Date: expenses incurred and costs for time already spent
21–30 days before the Start Date: 60% of Project Fees
11–20 days before the Start Date: 80% of Project Fees
0–10 days before the Start Date: 100% of Project Fees
We may suspend or postpone any Production Day on 48 hours’ notice, including where you are in default or payment is overdue.
For postponed Retained Services, you must give at least 15 calendar days’ prior written notice. A suspension fee of 25% of the monthly retainer fee will be payable during the paused period, with the full monthly retainer payable when Services resume.
19. Termination
Either party may terminate the Agreement immediately by written notice if:
Any sum due is not paid within 7 days of the due date.
The other party commits a material breach and does not remedy it within 30 days of written notice.
The other party enters administration, liquidation, insolvency proceedings or similar arrangements.
The other party ceases to carry on all or a substantial part of its business.
The other party’s financial position deteriorates so that its ability to fulfil the Agreement is placed in jeopardy.
We may terminate the Agreement immediately if you are subject to a change of Control.
We may suspend the Services if we have a right to terminate.
20. Effects of Termination
If termination is due to your uncured breach or default:
We may retain any deposit paid.
Where no deposit has been paid, we may invoice for the deposit.
We may invoice an Early Termination Fee equal to 75% of the total Fees that would have been payable for the unexpired portion of the term.
On termination for any reason:
You must immediately pay all outstanding invoices and interest.
We may invoice for Services performed but not yet invoiced.
You must return all Company Materials and unpaid Deliverables or Original Material.
Each party must stop using the other party’s confidential information and return relevant confidential documents.
Termination does not affect rights, remedies, obligations or liabilities accrued before termination.
21. Dispute Resolution
If a dispute arises, either party may give written notice setting out the nature and details of the dispute.
The parties’ nominated representatives will attempt in good faith to resolve the dispute. Where the dispute relates to our performance, discussions will escalate from account managers to senior managers, directors and, if necessary, the chief executive officer or board.
If the dispute is not resolved within 20 days of the Dispute Notice, the parties agree to attempt mediation under the CEDR Model Mediation Procedure.
Mediation does not prevent either party from commencing or continuing court proceedings.
22. Approvals and Authority
We will seek your approval of draft Deliverables. Approval authorises us to proceed with the use of the relevant Deliverables.
If you do not approve a matter requiring approval, you must provide reasons within 10 days of our request. If you do not respond within that period, approval will be deemed given.
Approval may be given by:
A signed purchase order.
Email from an individual business email address.
Signature on relevant documentation.
Approval of scripts, storyboards, copy, layouts, artwork or other materials gives us authority to proceed with production, distribution, publication and relevant third-party contracts, subject to agreed cost approvals.
We are not liable for delays or adverse impacts caused by delayed approvals or disapprovals.
23. Compliance with Laws
Both parties will comply with all Applicable Laws.
24. Data Protection
Both parties will comply with all Applicable Data Protection Laws.
We will process your data in accordance with our privacy policy.
25. Force Majeure
Neither party will be liable for delay or failure to perform obligations caused by events beyond its reasonable control.
If a force majeure event continues for 3 months or more, either party may terminate the Agreement immediately by written notice. The parties will agree fair and reasonable payment for Services provided up to the date of termination.
26. General
Non-Solicitation
Neither party may employ, contract with, solicit or entice away relevant personnel, customers or clients of the other party during the Agreement and for 12 months after termination where this would cause damage to the other party’s business.
Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings.
Notices
Notices must be given in writing by pre-paid first-class post, next working day delivery service or email to the address notified by the relevant party.
Severance
If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, or deleted if modification is not possible.
Waiver
No failure or delay in exercising any right or remedy will constitute a waiver of that or any other right or remedy.
Variation
No variation of the Agreement is effective unless made in writing and signed by the parties.
Assignment and Subcontracting
You may not assign your rights or obligations without our prior written consent. We may assign or deal with our rights and obligations. We may subcontract the Services, but remain responsible for our obligations under the Agreement.
Change of Ownership
If ownership of our business changes before completion of the Agreement, the new owners must assume our duties and obligations. You may not terminate solely because of a change in ownership.
No Partnership or Agency
Nothing in the Agreement creates a partnership, joint venture or agency relationship between the parties.
Third Party Rights
No person other than a party to the Agreement has the right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.
Governing Law
The Agreement is governed by the law of England and Wales.
Jurisdiction
The courts of England have exclusive jurisdiction to settle disputes arising out of or in connection with the Agreement.