Legal
Terms & Conditions
Monthly Retainer Services — RAID Marketing Ltd (16168630)
These Terms & Conditions (the "Terms") govern the provision of ongoing retainer services by RAID Marketing (RAID Marketing Ltd, company registration number 16168630) ("RAID", "we", "us") to the client named on the applicable order form, proposal, or onboarding confirmation (the "Client", "you"). By confirming an order, signing a proposal, or making payment for services, the Client agrees to be bound by these Terms.
1Services covered
These Terms apply to any of the following services when delivered on a retainer basis, as specified in the Client's proposal or order form:
- WordPress-to-Astro website migration and ongoing site maintenance
- AI-powered SEO (technical SEO, content optimisation, search visibility monitoring)
- Marketing automation (email, workflow, and reporting automation)
- Marketing consulting and strategic advisory
The specific services, deliverables, and monthly scope for each Client are set out in a separate Scope Summary agreed at the start of the engagement and updated from time to time under Clause 3.
2Retainer structure
RAID offers two retainer structures. The applicable structure is set out in the Client's Scope Summary.
Flexible retainers
- Run on a rolling monthly basis with no fixed minimum term unless otherwise agreed in writing.
- Renew automatically each calendar month unless cancelled in line with Clause 5.
- The scope of work, hours, or deliverables included may be adjusted month to month by mutual agreement — see Clause 3.
- Work is planned and prioritised in monthly cycles; unused capacity or hours do not automatically roll over to the following month unless expressly agreed.
Fixed-term payment plans
Where a one-off project (e.g. a website build or migration) is delivered with its total cost split into instalments over an agreed period, the following applies instead of the rolling monthly terms above:
- The total project fee and the length of the payment period are fixed and set out in the Client's Scope Summary or proposal.
- Monthly instalments are due on the agreed schedule regardless of project milestones, unless the Scope Summary states otherwise.
- The plan runs for its full agreed term and is not cancellable on 30 days' notice — see Clause 5 for what happens if a Client wishes to end a fixed-term plan early.
- Once the total fee has been paid in full, the arrangement ends automatically unless the Client chooses to move onto a flexible retainer for ongoing services.
3Changes to scope
Either party may propose changes to the monthly scope (e.g. adding a service pillar, increasing capacity, pausing a workstream):
- Scope changes take effect from the start of the next monthly billing cycle unless both parties agree to an earlier start date.
- Any change affecting the monthly fee will be confirmed in writing (email is sufficient) before it takes effect.
- Work requested outside the agreed monthly scope may be quoted separately and billed in addition to the retainer.
4Fees & payment
- The monthly retainer fee is as set out in the Client's Scope Summary and is payable in advance, unless otherwise agreed.
- Invoices are issued monthly and are due within 30 days of the invoice date.
- Late payment will result in immediate suspension of services. A reconnection fee of £250 applies before services are reinstated, in addition to settlement of the outstanding balance.
- For project-based work delivered as part of or alongside the retainer, full payment must be received before final code, files, or access credentials are handed over to the Client.
- Fees may be reviewed and adjusted with at least 30 days' written notice, to take effect from the following billing cycle.
- All fees are exclusive of VAT, which will be added where applicable.
5Cancellation
Flexible retainers
- Either party may cancel at any time by giving 30 days' written notice.
- The Client remains liable for fees for the notice period and any work already completed or in progress.
Fixed-term payment plans
- Fixed-term plans run for their full agreed period and are not cancellable on notice, since instalments reflect a project fee already committed to, not ongoing work that can simply stop.
- If a Client wishes to end a fixed-term plan early, any outstanding balance for work already completed or in progress becomes due immediately, and the parties will agree in writing how any remaining, not-yet-delivered scope is handled.
Both structures
- On cancellation or completion, RAID will provide reasonable handover assistance (e.g. access transfer, exported reports) for a period to be agreed, which may be chargeable if it falls outside the existing scope.
- RAID reserves the right to suspend or terminate services immediately in the event of non-payment or breach of these Terms.
6Client responsibilities
To allow RAID to deliver the retainer effectively, the Client agrees to:
- Provide timely access to relevant accounts, platforms, credentials, and content required to deliver the agreed services.
- Provide feedback and approvals within a reasonable timeframe so work is not delayed.
- Ensure any content, brand assets, or data supplied to RAID are accurate and that the Client has the right to use them.
- Nominate a single point of contact for day-to-day communication where reasonably practicable.
7Intellectual property
- Deliverables created specifically for the Client (e.g. website code, content, automation workflows) transfer to the Client upon full payment of all associated fees, unless otherwise agreed in writing. Final code and access credentials for project-based work are released only once payment in full has been received, per Clause 4.
- RAID retains ownership of any pre-existing tools, frameworks, templates, or proprietary methods used to deliver the services, and grants the Client a licence to use them as part of the delivered work.
- RAID may reference the Client's name, logo, and a general description of the work carried out for portfolio and marketing purposes, unless the Client requests otherwise in writing.
8Confidentiality
Both parties agree to keep confidential any non-public information disclosed by the other party in the course of the engagement, and to use it only for the purposes of delivering or receiving the services. This obligation continues after the retainer ends.
9Data protection
Where RAID processes personal data on the Client's behalf (e.g. within CRM, email marketing, or automation tooling), both parties will comply with applicable UK data protection law, including the UK GDPR and the Data Protection Act 2018. Where required, the parties will enter into a separate data processing agreement setting out the terms of that processing.
10Liability
- RAID's total liability arising from or in connection with the retainer, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client in the 3 months preceding the event giving rise to the claim.
- Neither party excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
- RAID is not liable for indirect or consequential losses, including loss of profit, revenue, or data, arising from the services.
- RAID is not responsible for the performance of third-party platforms, tools, or services (e.g. hosting providers, ad platforms, Google, Meta) used in delivering the retainer.
11Force majeure
Neither party is liable for delay or failure to perform obligations under these Terms caused by circumstances beyond its reasonable control, including but not limited to outages of third-party platforms, internet or hosting infrastructure failures, or other events of force majeure.
12General
- These Terms, together with the applicable Scope Summary, constitute the entire agreement between the parties in relation to the retainer.
- If any provision of these Terms is found unenforceable, the remaining provisions continue in full effect.
- These Terms are governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of its courts.
RAID Marketing Ltd · Company no. 16168630