1. Definitions
“Client” refers to any individual, company, organisation, partnership or entity purchasing or engaging services from MBM.
“Services” refers to any work carried out by MBM including, but not limited to: website design and development, eCommerce development, SEO services, Meta Ads management, PPC advertising, hosting, website maintenance, consultancy, branding, copywriting, email marketing, automation, technical support and AI-assisted content or development services.
“Project” refers to any agreed body of work, campaign, retainer or deliverable.
2. General
These Terms & Conditions supersede any previous agreements, representations or understandings unless otherwise agreed in writing. Any variation to these terms must be agreed in writing by an authorised representative of MBM. MBM reserves the right to amend these Terms & Conditions at any time.
3. Quotations & Proposals
All quotations and proposals:
- are valid for 14 days unless otherwise stated
- are subject to availability
- may be withdrawn at any time prior to acceptance
- are based on the scope discussed at the time of issue
Any work requested outside the agreed scope may incur additional charges.
4. Website Design & Development Projects
4.1 Payment structure
Unless otherwise agreed in writing, 50% payment is required upfront before work commences. The remaining 50% is due upon completion, or at the end of the agreed project timeline, whichever occurs first. The upfront payment acts as a project activation deposit and secures scheduling, resource allocation and development time. All deposits are non-refundable.
4.2 Client delays
If MBM is unable to complete a project within the agreed timeline due to delays caused by the Client, including delayed feedback, missing content, delayed approvals, lack of communication, delayed access credentials, additional revision requests, scope changes or third-party delays, then the final invoice shall still become due in accordance with the original agreed timeline. Project timelines may be extended, additional fees may apply, and MBM reserves the right to pause or reschedule the project. MBM will still complete the agreed in-scope work following payment.
4.3 Dormant projects
Projects inactive for more than 30 days due to Client inactivity may be classified as dormant. Dormant projects may lose their allocated development slot, be rescheduled around active projects, or incur project reactivation fees.
5. SEO, Meta Ads & Performance Marketing
5.1 Minimum term
All SEO, Meta Ads, PPC, email marketing and performance marketing agreements are subject to a minimum initial term of 3 months, followed by a rolling monthly agreement thereafter. A minimum of 30 days written notice is required to terminate any rolling agreement.
5.2 Upfront payments
Due to the resource allocation, onboarding, strategy development and setup work involved, MBM generally requires the first 3 months’ payment upfront before work commences. MBM does not generally charge separate setup fees for these services. All upfront payments are non-refundable once work has commenced.
5.3 No guarantees
MBM does not guarantee specific rankings, traffic levels, leads, sales, ROAS, conversion rates, account approvals or business growth. The Client acknowledges that search engine algorithms constantly change, advertising platform performance fluctuates, third-party platforms may suspend or restrict accounts, competitor activity affects results, and historical performance does not guarantee future performance. Any estimates, forecasts or projections are illustrative only.
6. Payment Terms
Unless otherwise agreed in writing, invoices are payable immediately upon receipt, payment terms apply from invoice date, and work may pause if invoices become overdue. MBM reserves the right to suspend services, withhold deliverables, pause hosting, restrict access, or delay launches until outstanding balances are settled.
6.1 Purchase order numbers
Payment terms or credit facilities are only offered where an approved purchase order number has been issued, or where a written agreement exists. Failure to provide a purchase order number does not invalidate the invoice or delay payment obligations.
6.2 Late payments
MBM reserves the right to charge statutory interest, charge debt recovery costs, recover legal fees and suspend services. Late payments may also result in removal of discounted pricing, withdrawal of support and project suspension.
7. Discounted Projects
Where MBM offers discounted pricing, payment may be required fully upfront; discounts are conditional upon agreed payment schedules being adhered to; failure to comply may void discounts. Discounted projects may be offered for portfolio purposes, referrals, strategic partnerships, bundled services or reduced timelines.
8. Website Hosting
Website hosting services start from £200 / €250 per annum depending on technical requirements, storage usage, server requirements, bandwidth, traffic levels, integrations and security requirements. Hosting fees are recurring and payable in advance. Failure to renew hosting services may result in website suspension, data removal, email interruption or domain/DNS issues. MBM is not responsible for losses resulting from expired hosting or unpaid hosting services.
9. Website Maintenance & Support
Website maintenance services start from £200 / €250 per month depending on complexity, update frequency, integrations, CMS requirements, traffic levels and support requirements. Maintenance plans may include updates, backups, security monitoring, malware scanning, uptime monitoring and performance optimisation. Unless otherwise agreed, support is provided during normal business hours, response times are not guaranteed, and emergency work may incur additional fees.
10. Copyright & Intellectual Property
All work remains the property of MBM until paid for in full. Upon full payment, ownership of the final deliverables transfers to the Client, excluding third-party software, plugins, frameworks, licences or proprietary MBM systems. MBM retains ownership of internal systems, development frameworks, reusable code, automation systems, methodologies, templates, prompts and proprietary processes.
11. Quality Mark / Footer Credit
Unless otherwise agreed in writing, MBM reserves the right to place a discreet footer credit or quality mark on websites and digital projects it develops. Removal of this quality mark may incur a fee. The Client agrees not to remove, obscure or alter the footer credit without written permission. See Our Watermark for more detail.
12. Portfolio Rights
MBM reserves the right to display completed projects, reference work completed, use screenshots, and reference the Client name and logo for marketing, portfolio and promotional purposes unless otherwise agreed in writing.
13. Refunds
Due to the bespoke and digital nature of MBM services: deposits are non-refundable, strategy and setup work is chargeable immediately, and partially completed work is chargeable proportionally. Refunds are considered at MBM’s sole discretion. No refunds will be issued for completed work, strategy time, onboarding work, reserved resource allocation, third-party costs, advertising spend, hosting renewals, or licences/software fees. See our full Refund & Cancellation Policy.
14. Client Responsibilities
The Client agrees to provide accurate information, respond within reasonable timeframes, provide approvals promptly, ensure rights to supplied content, and maintain backups where appropriate. The Client is responsible for the legality, accuracy and ownership of all materials supplied.
15. Third-Party Services
MBM may utilise third-party providers including Google, Meta, Shopify, WordPress, Stripe, Cloudflare, Klaviyo, hosting providers and plugin developers. MBM is not liable for outages, platform changes, third-party failures, API changes, account suspensions or software vulnerabilities.
16. Limitation of Liability
To the fullest extent permitted by law, MBM shall not be liable for loss of profits, loss of revenue, loss of business, loss of data, indirect losses, consequential losses, platform outages, algorithm changes or advertising performance fluctuations. MBM’s total liability shall never exceed the amount paid by the Client for the specific services giving rise to the claim.
17. Termination
Either party may terminate an agreement in accordance with agreed notice periods, for material breach, or for insolvency. Termination does not remove the Client’s obligation to pay for completed work, scheduled work, committed time or non-cancellable costs.
18. Confidentiality
Both parties agree to keep confidential information private and not disclose it to third parties unless required by law.
19. Force Majeure
MBM shall not be liable for delays or failure caused by circumstances beyond reasonable control including internet outages, cyber attacks, natural disasters, illness, power outages, hosting failures, government restrictions or third-party platform failures.
20. Governing Law
These Terms & Conditions shall be governed by the laws of England & Wales. Any disputes shall be subject to the exclusive jurisdiction of the English courts.
Contact
M Baxter Marketing Limited
24A Baggot Street Upper
Dublin 4, Ireland
Telephone: +353 1 507 9079
Email: info@mykbaxtermarketing.ie