Terms of Business

This document uses clear language, because terms of business should be easy to understand and not clogged with legalese. However, although the language is simple, the intentions are serious. These terms of business are under exclusive jurisdiction of English courts.

1. Proposals and briefing

Profoundry Ltd generally produces short proposals and estimates free of charge.

However, if a project is large or complex, or significant work is required to map out the scope of the work, creating a proposal may itself be a billable task.

Proposals usually take the form of a separate document, but for small pieces of work they may simply be in the body of an email.

Before work begins, the client must sign off on the proposal.

Once Profoundry Ltd has received this sign off, it will book in the work and confirm time-scales with the client. Deadlines stipulated in the proposal cannot be guaranteed until this point.

2. Typical project structure

Often, there are two phases to a project:

  1. Fact Finding. A period of research, analysis and idea generation, resulting in a clear, comprehensive plan for a digital marketing strategy, setup or activity.
  2. Setup. The setup of content, campaigns, adverts and tracking associated with the marketing channel or platform.
  3. Ongoing Management. The job of managing, optimising and reporting any work completed and results gained.

Often, smaller or simpler projects consist only of the second phase, ongoing management.

In any case, most projects begin with an informal conversation, to set the scene and determine the best path forward. Profoundry Ltd takes a flexible approach, providing recommendations and tailoring each project to fit the client’s specific requirements.

3. Costs and payment

Profoundry Ltd will include a price for the project in the proposal. Depending on the project and the client’s preference, this may be:

  • A single fixed fee
  • An itemised list of costs for components of the project
  • A charge for time (per hour or per day)

If the client wishes to work to a fixed price, it is important that the scope of work is accurately described in the proposal.

When working with a client for the first time, Profoundry Ltd may require a down payment of up to 50% of the predicted cost of the work. If this payment is required, work will not commence until it is received.

The client will be invoiced for the remaining balance (or the total cost of the work, if no down payment was taken) once the project is complete.

Standard payment terms are a maximum of 30 calender days. Please pay on time and ideally under 10 working days!

4. Changes to project scope

Changes to the scope of a project can create lots of extra work.

For this reason, if the scope of a fixed-price project changes, Profoundry Ltd may have to change the price of the project. If this looks likely to happen, the client will be kept informed.

In any case, Profoundry Ltd will work with the client to ensure the scope of the work is clear and costs stay manageable.

The main circumstances in which this situation can occur are if the client:

5. Deadlines

The client and Profoundry Ltd will agree a deadline — or a series of deadlines — at the start of the project. These will normally be written in to the project proposal.

Profoundry Ltd will aim to meet deadlines wherever possible, but cannot be responsible for a missed deadline if the client is late with a downpayment, slow to supply materials or fails to provide feedback to agreed timescales.

Profoundry Ltd also cannot be held responsible for a missed deadline due to circumstances beyond the company’s control, like illness, family emergencies, floods, war, acts of god and so on.

6. Delivery of work

Profoundry Ltd will aim to deliver in whatever form the client prefers. Most clients prefer work to be delivered in one of these formats:

  • Microsoft Word
  • Google Drive
  • PDF
  • Excel sheet
  • Plain text

Profoundry Ltd is happy to work directly in the client’s website backend or CMS, where appropriate.

If the client’s project involves complex screens or pages, annotated screenshots and clear descriptions will be provided, so it is clear where each block of text should sit on the page.

7. Changes and revisions

Most clients require some changes to the first draft content (e.g. strategies etc) produced by Profoundry Ltd. Therefore, fixed-fee projects include:

  • Initial delivery of complete content
  • Up to two subsequent rounds of changes, if required

This only applies up to the point where the client signs off the work, publishes it, or begins using on its website, or in apps or products.

For time-based projects, Profoundry Ltd will make all requested edits and charge at the agreed rate for the time used.

8. Copyright

When Profoundry Ltd has received full and final payment from the client, copyright of any work produced is automatically assigned to the client, which can then use the work however it wishes.

However, until final payment is received, copyright of the work remains with Profoundry Ltd.

Profoundry Ltd also reserves the right to display and link to the completed project as part of the company’s online portfolio.

9. Cancellations

If the client wishes to cancel a project after work has commenced, Profoundry Ltd will retain any down payment.

Depending on the amount of work done, the client may also be required to pay a kill fee, to cover work done on the project so far.

This kill fee will be based on the percentage of the project completed.

A notice period of one month must be given prior to the ceasing of any project work.

10. Refunds

Profoundry Ltd will not refund any work that has been completed to the scope or specifications outlined prior to the work starting and paid for by client. This includes any audit or research work for campaigns that are no longer required or do not take place.

11. Liability and limitations

Profoundry Ltd will do its best to ensure facts and statements in all work it produces are true and that it doesn’t infringe upon any copyright or other right of a third party.

However, Profoundry Ltd can’t be liable to the client, or any third party, for damages, including lost profits, lost savings, complaints, claims, litigation or other incidental, consequential or special damages which arise regarding any project or assignment.

Consultancy is provided in good faith, but Profoundry Ltd cannot accept liability of any kind for actions that clients take, or refrain from taking, as a result of advice from Profoundry Ltd.

If any provision of these terms of business shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the terms of business and shall not affect the validity and enforceability of any remaining provisions.

The clients cannot transfer their contract with Profoundry Ltd to anyone else without permission from Profoundry Ltd.