The TorchBrand Agency

TERMS & CONDITIONS

Last updated: 13 September 2026

These Terms & Conditions ("Terms") apply to all services supplied by The TorchBrand Agency ("TorchBrand", "we", "us", "our") to any client who engages us ("you", "your", "Client"). By signing a proposal, contract or statement of work with us, or by otherwise instructing us to begin work, you agree to be bound by these Terms, which together with the relevant proposal, quote or statement of work form the agreement between us (the "Agreement").

Contact: contact@torchbrand.co.uk

Each section below is followed by a short plain-English summary in italics. The summaries are there to help you navigate the document quickly, but it's the full wording above them that's legally binding.

1. Who we are and who you are

References to TorchBrand, we, us or our mean The TorchBrand Agency. References to you, your or the Client mean the individual, business or organisation named in the relevant proposal, contract or statement of work.

2. Forming the Agreement

These Terms, together with any proposal, quote, statement of work or signed contract, form the whole Agreement between us. The Agreement takes effect once you have accepted a proposal or contract in writing (including by email), or, if earlier, once we begin providing services at your request. Unless ended sooner under these Terms, the Agreement continues until the agreed services are complete or, for ongoing services, for the minimum term set out in your contract, and then continues on a rolling basis until either party gives notice to end it.

3. Changes to these Terms

We may update these Terms from time to time. If a change is significant, we will tell you in writing (including by email) at least 14 days before it takes effect. If a change would cost you more or materially worsen the service you receive, you may end the Agreement in respect of the affected service before the change takes effect, by telling us in writing. Our services may occasionally be interrupted by maintenance, technical issues, or circumstances outside our control, and we may suspend a service where necessary.

4. Our responsibilities

We will provide the services set out in your proposal, contract or statement of work, using reasonable skill and care, and will aim to meet any agreed dates, although timelines are estimates rather than guarantees. We are not responsible for delays caused by you not providing information, access, approvals or materials we need (such as account logins or brand assets), or by circumstances outside our reasonable control.

Where our services involve coordinating your arrangements with third-party platforms, such as Meta or Google advertising accounts, those platforms are operated by independent companies we do not control. We are not responsible for the performance, availability, pricing or policies of those third-party platforms, even where we manage budget or spend on those platforms on your behalf.

5. Fees and payment

You agree to pay the fees set out in your proposal, contract or statement of work, by the payment dates specified, in full and without deduction. Fees are exclusive of VAT and any other applicable taxes, which you also agree to pay. Invoices are payable within 14 days of the invoice date unless a different schedule is agreed in writing, using the payment method set out in your contract (such as bank transfer, card or Direct Debit).

Fees for ongoing services, such as monthly retainers or campaign management, are billed in advance on a rolling monthly basis unless otherwise agreed. Third-party costs, such as advertising spend, software licences, stock imagery or hosting, are separate from our fees, are payable by you, and are non-refundable once spent or committed on your behalf, regardless of how much of your advertising budget you choose to allocate at any given time.

If payment is significantly overdue, we may suspend services until payment is made, and may charge interest on the overdue amount at 4% per year above the Bank of England base rate. Once a year, we may increase our recurring fees by no more than the increase in the Consumer Prices Index over the previous 12 months, or 3%, whichever is greater, giving you at least one month's written notice.

If your business is sold, merges, or changes ownership, the fees agreed under the Agreement remain payable.

6. Refunds

All fees paid for services already performed or commenced are non-refundable, except where a refund is required by applicable law (for example, under the Consumer Rights Act 2015 or other statutory consumer protections, where these apply to you). This is because our work typically begins promptly once a proposal is accepted, and involves time, strategy and third-party costs committed on your behalf. We do not offer discretionary or change-of-mind refunds. If you believe you are entitled to a refund by law, please contact us and we will assess your request.

7. Cancellation and termination

After any minimum term has ended, either party may end the Agreement by giving the notice period stated in your contract. If you want to end the Agreement before a minimum term ends, or without giving the required notice, you can ask us in writing, but we are not obliged to agree, and if we do, you will need to pay the fees that would otherwise have fallen due for the rest of the minimum term or notice period (less a reasonable discount for early payment), plus any committed third-party costs and any other sums already owed.

Either party may end the Agreement immediately if the other party seriously breaches it and doesn't fix the breach within one full billing month of being told in writing, or if the other party becomes insolvent, enters administration or liquidation, or is unable to pay its debts. We may also end the Agreement if control of your business changes. Ending the Agreement doesn't affect any rights or obligations that already existed beforehand, and all outstanding fees become due immediately on termination.

8. Disputes and complaints

We aim to resolve any complaint or dispute promptly and fairly. If you have a complaint, please email contact@torchbrand.co.uk with details of the issue, your business name, and your contact details. We will acknowledge your complaint within 2 working days, investigate, and come back to you with our findings so we can work towards a resolution together.

Your contract, any account access we hold, and your payment obligations remain in place while a complaint is being handled. If a dispute cannot be resolved through this process, either party may refer it to a single arbitrator agreed between us or, failing agreement, appointed by a recognised professional arbitration body, whose decision will be final and binding.

9. Intellectual property

Any information or materials you give us, together with the rights in them, remain yours. You allow us to use that information and those materials for the purposes of delivering your services, and you confirm you have the right to give us that permission. You agree to cover us for any claim that arises from a third party's rights being infringed because of information or materials you provided.

We own, or have the right to use, the intellectual property in our own services, tools, software, templates, methodologies and other materials we create or use in delivering services, whether or not those materials are shared with you. Unless otherwise agreed in writing, bespoke deliverables created specifically for you under your Agreement transfer to you once you've paid the associated fees in full. Third-party assets, such as licensed stock imagery, fonts, plugins or platform templates, remain subject to the relevant third party's own licence terms.

We may use anonymised, aggregated data about how our services are used to improve our own services and inform work for other clients; this won't identify you or your business. Where you agree to take part in a case study, testimonial or similar marketing activity, you allow us to use the related content, materials, logos and trade marks for promotional purposes, including after the Agreement ends.

10. Liability

Nothing in these Terms limits any liability that cannot legally be limited, including death or personal injury caused by negligence, fraud, or breach of the terms implied by the Supply of Goods and Services Act 1982.

Subject to that, our total liability to you arising from or connected with the Agreement, however it arises, is limited to 100% of the fees you've paid or are due to pay us for the relevant services in the 12 months in which the liability arose. We are not liable for loss of revenue, profit, business, opportunity, reputation, goodwill, data, or software, or for any indirect or consequential loss, and we do not guarantee specific marketing outcomes such as rankings, traffic, leads, sales or return on ad spend, since these depend on factors outside our control.

11. Data protection

Where we process personal data on your behalf in the course of providing services, such as customer lists or advertising audiences, you remain the controller of that data and we act as your processor. We will:

• process that data only on your written instructions;
• keep it confidential and secure, using appropriate technical and organisational measures;
• only use approved sub-processors, and remain responsible for their acts as if they were our own;
• not transfer personal data outside the UK unless appropriate safeguards required by law are in place;
• help you respond to data subject requests and comply with your obligations under UK GDPR and the Data Protection Act 2018;
• tell you promptly if we become aware of a personal data breach; and
• delete or return your data at the end of the Agreement, unless the law requires us to keep it.

Further detail on how we collect and use personal data, including data belonging to your own customers or contacts where relevant, is set out in our Privacy Policy.

12. Other important provisions

Force majeure: Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control that could not reasonably have been foreseen, such as platform outages or utility failures, though general economic conditions do not count as force majeure.

Assignment: You may not transfer the Agreement to someone else without our written consent.

Severance: If any part of these Terms is found unenforceable, the rest continues to apply.

Waiver: If we don't enforce a right under the Agreement immediately, that doesn't mean we've given it up.

Entire agreement: These Terms, together with your proposal, quote or contract, are the entire agreement between us and replace any earlier discussions or understandings on the same subject.

Third-party rights: Only you and TorchBrand can enforce this Agreement; it does not give rights to anyone else under the Contracts (Rights of Third Parties) Act 1999.

Confidentiality: Each party will keep confidential any non-public business, technical or financial information shared by the other in connection with the Agreement, and use it only for the purposes of that Agreement, except where the law requires disclosure.

Governing law: This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.

13. Contact us

If you have questions about these Terms, please contact:

The TorchBrand Agency
contact@torchbrand.co.uk