If you purchase Services and Deliverables pursuant to a Statement of Work, we both hereby agree that any such Statement of Work shall be governed by the below terms and conditions, which are hereby incorporated into, and made a part of, the Statement of Work by reference, and together form the Agreement.

These Terms & Conditions are intended to apply to all Services performed by The Rubicon Agency unless expressly varied in writing in the relevant Statement of Work.

1.1 In this Agreement:

1.1.1 “Agreement” means the applicable Statement of Work together with these Terms & Conditions.

1.1.2 “Client”, “you” or “your” means the person, company or organisation purchasing the Services and Deliverables.

1.1.3 “The Rubicon Agency”, “we”, “us” or “our” means [insert full legal entity name] trading as The Rubicon Agency.

1.1.4 “Deliverables” means the outputs, materials, documents, campaigns, strategies, reports, content, designs, assets or other items to be supplied by us as set out in the Statement of Work.

1.1.5 “Expenses” means any expenses reasonably incurred in connection with the Services, including travel, accommodation, subsistence, materials, production expenses and similar costs.

1.1.6 “Fees” means the fees payable for the Services and Deliverables as set out in the Statement of Work.

1.1.7 “Intellectual Property Rights” means copyright, design rights, database rights, trade marks, domain names, moral rights, rights in confidential information, know-how and all other intellectual property rights whether registered or unregistered.

1.1.8 “Services” means the services to be provided by us as described in the Statement of Work.

1.1.9 “Statement of Work” or “SOW” means the document, proposal, order form, schedule or other written agreement describing the Services, Deliverables, Fees, payment terms, assumptions, responsibilities and other project-specific terms.

1.1.10 “Term” means the period during which the Agreement is in force.

1.1.11 “Third Party Costs” means any costs, charges, fees, licences, subscriptions, media costs, production costs, supplier costs or other third-party expenditure incurred or committed in connection with the Services.

1.1.12 “Client Materials” means all information, data, content, materials, brand assets, trade marks, copy, imagery, documents and other materials provided by you to us.

1.1.13 “Platforms” means any third-party technology, media, advertising, search, social, analytics, website, CRM, automation, publishing or other digital platform used in connection with the Services.

1.2 If there is any conflict between these Terms & Conditions and a Statement of Work, the Statement of Work shall prevail in respect of commercial, operational and project-specific matters, but only to the extent of the conflict.

1.3 Any variation to these Terms & Conditions must be expressly stated in the Statement of Work or otherwise agreed in writing by both parties.

2.1 This Agreement begins on the date specified in the Statement of Work and shall continue until the earlier of:

2.1.1 the Services and Deliverables have been completed;

2.1.2 it is terminated by either party serving on the other not less than ninety (90) days’ prior written notice of termination; or

2.1.3 it is terminated in accordance with clause 14.

3.1 You appoint us to carry out and we agree to provide the Services and Deliverables in the Territory during the Term in accordance with this Agreement.

3.2 We will provide the Services and Deliverables in accordance with this Agreement, use reasonable care and skill in their performance and delivery, and use suitably skilled personnel, contractors or suppliers where appropriate.

3.3 We shall not be responsible for providing any services, deliverables, outputs, implementation, support, monitoring, moderation, maintenance or management not expressly stated in the Statement of Work.

3.4 Any timings, milestones or delivery dates are estimates only unless expressly stated to be fixed deadlines in the Statement of Work.

4.1 You will promptly provide all information, materials, approvals, access, instructions and cooperation that we reasonably request.

4.2 You warrant that all Client Materials supplied to us are accurate, complete, lawful and do not infringe the rights of any third party.

4.3 You shall be responsible for ensuring that any claims, statements, technical information, product information, industry-specific information, financial information, regulatory information or other content supplied or approved by you is accurate, lawful and compliant.

4.4 You shall be responsible for obtaining any internal, legal, regulatory, technical, brand, compliance or other approvals required in relation to the Services and Deliverables.

5.1 Our ability to perform the Services or provide the Deliverables specified in the Statement of Work may depend on the fulfilment of assumptions, dependencies and responsibilities by you as described in the Statement of Work.

5.2 In the event of any unmet dependency, incorrect assumption or other failure by you to meet a responsibility that impairs the performance of the Services or provision of the Deliverables, then:

5.2.1 we will not be liable for any failure to perform our corresponding responsibilities;

5.2.2 any timetable, milestone or delivery date shall be extended as reasonably necessary;

5.2.3 you will reimburse us for any charges, Third Party Costs and/or Expenses incurred by us to which we are committed, or which are imposed on us by third parties arising from your failure; and

5.2.4 you shall also pay for our time to the date of such failure as stated in the Statement of Work or, if not stated, at our standard rates, including time spent managing the consequences of such failure.

6.1 At any time you may request an amendment to a Statement of Work.

6.2 We will take reasonable steps to comply with any request, provided we are able to do so within our available resource, commercial terms and contractual obligations to third-party suppliers.

6.3 Any amendment shall be recorded in writing and may be subject to additional Fees, Expenses and Third Party Costs.

6.4 If you request work outside the scope of the Statement of Work, we shall not be obliged to begin such work unless and until the parties agree the applicable scope, Fees and timings.

6.5 If we perform additional work at your request before a formal variation is signed, such work shall be chargeable at our standard rates unless otherwise agreed in writing.

7.1 Any reference in this Agreement to your “approval” shall mean approval signified by signed document, purchase order, Statement of Work, email, project management/workflow/collaboration platform approval, or oral approval where time does not permit written approval and such approval is subsequently confirmed.

7.2 Any such approval shall be binding and may result in commitments, Third Party Costs or obligations becoming immediately enforceable.

7.3 Unless otherwise stated in the Statement of Work, Fees include only the number of revision rounds expressly specified in the Statement of Work.

7.4 Additional revisions, rework, redrafting, redesign, rescheduling or changes of direction shall be chargeable.

7.5 If you do not provide feedback or reject Deliverables within ten (10) business days of delivery, the Deliverables shall be deemed accepted unless the Statement of Work states otherwise.

7.6 We shall not be responsible for errors, omissions or issues in any Deliverables that have been approved by you.

8.1 You shall pay all Fees, Expenses, Third Party Costs and any other sums due under this Agreement as set out in the relevant Statement of Work.

8.2 Unless stated otherwise, all Fees are exclusive of VAT and any other applicable taxes, duties or levies.

8.3 We shall invoice in accordance with the invoicing schedule set out in the Statement of Work.

8.4 All sums payable shall be paid in accordance with the payment terms, milestones and schedule set out in the Statement of Work.

8.5 Where no payment terms are specified in a Statement of Work, invoices shall be payable within thirty (30) days of the date of invoice.

8.6 All amounts payable shall be paid in full without deduction, set-off or withholding except as required by law.

8.7 If you dispute an invoice in good faith, you must notify us promptly and provide full details of the disputed amount. Any undisputed amounts shall remain payable in accordance with this Agreement.

8.8 Without prejudice to our other rights, we reserve the right to suspend the Services where invoices remain unpaid beyond agreed payment terms.

8.9 We may charge interest on overdue amounts at the statutory rate applicable to late commercial payments, or such other rate as may be stated in the Statement of Work.

8.10 You shall be responsible for all reasonable costs of recovering overdue amounts, including legal and debt recovery costs.

9.1 You shall be responsible for all Third Party Costs unless otherwise specified in the agreed Statement of Work.

9.2 We may require payment in advance before incurring or committing to any Third Party Costs.

9.3 Where we incur Third Party Costs on your behalf, you shall reimburse us in accordance with the Statement of Work or our invoice.

9.4 We shall not be responsible for the acts, omissions, delay, default, failure, pricing, availability, terms, policies or performance of any third party, supplier, media owner, platform, technology provider or contractor.

9.5 We shall not be obliged to pay, guarantee, underwrite or be liable for any Third Party Costs unless expressly agreed in writing.

10.1 If you cancel, postpone, pause or materially delay any Services, you shall remain liable for all Fees for the agreed Statement of Work. We reserve the right to recoup any committed Fees, resource costs, cancellation fees, Third Party Costs or Expenses, any non-refundable or non-cancellable supplier commitments, and any additional costs incurred by us in rescheduling or restarting the Service.

10.2 Where a project is paused for more than thirty (30) days due to your action or inaction, we may treat the project as cancelled unless otherwise agreed.

10.3 If a project is restarted after a pause, we may require a revised Statement of Work, updated Fees and revised delivery timings.

11.1 Subject to full payment of all Fees, Expenses and Third Party Costs, ownership of final Deliverables specifically created for you under the Statement of Work shall pass to you.

11.2 We retain ownership of all pre-existing intellectual property, ideas, know-how, methodologies, tools, templates, frameworks and processes, generic concepts, structures, approaches and learnings not unique to you, draft materials not selected or approved as final Deliverables, and software, source files, working files and editable formats unless expressly included in the Statement of Work.

11.3 We grant you a non-exclusive, perpetual licence to use any of our retained materials incorporated into the final Deliverables to the extent necessary to use the Deliverables for their intended purpose.

11.4 You grant us a non-exclusive licence to use the Client Materials solely for the purpose of providing the Services.

11.5 You warrant that our use of the Client Materials in accordance with this Agreement will not infringe any third-party rights.

11.6 Unless otherwise stated in the Statement of Work, we may refer to you as a client and use non-confidential examples of work in credentials, proposals, case studies, awards and marketing materials, subject to your reasonable brand guidelines.

12.1 Each party shall keep confidential all confidential information of the other party and shall not disclose such information except as required to perform its obligations under the Agreement.

12.2 Confidential information does not include information that is publicly available other than through breach of this Agreement, was already lawfully known by the receiving party, is independently developed without use of the confidential information, or is required to be disclosed by law, regulation or court order.

12.3 This clause shall survive termination of the Agreement.

13.1 Each party shall comply with applicable data protection laws.

13.2 The parties shall agree, where relevant, whether each party acts as controller, processor, joint controller or independent controller in respect of personal data processed in connection with the Services.

13.3 Where we process personal data as your processor, the parties shall ensure that appropriate written data processing terms are in place.

13.4 You shall be responsible for ensuring that any personal data, audience data, CRM data, employee data, customer data, analytics data or other data supplied to us has been collected and shared lawfully.

13.5 You shall be responsible for privacy notices, consent mechanisms, cookie compliance, lawful basis assessments and any other compliance obligations relating to your websites, platforms, databases, users, employees, customers and prospects.

13.6 We shall not be responsible for any unlawful use of data caused by your instructions, materials, platforms, systems, consents, notices or data collection practices.

14.1 Either party may terminate this Agreement in the event of a material breach by the other party which, if capable of remedy, is not remedied within fourteen (14) days of written notice.

14.2 We may terminate or suspend the Agreement immediately if you fail to pay any undisputed amount when due, you become insolvent or unable to pay your debts, continuing to perform the Services would expose us to legal, regulatory, reputational or financial risk, or a third-party platform, supplier or media owner suspends, terminates or materially restricts the relevant services.

14.3 Upon termination all outstanding invoices and amounts shall become immediately due and payable, you shall pay for all Services performed and all Third Party Costs committed up to the date of termination, each party shall return or destroy confidential information on request subject to legal and regulatory retention obligations, and clauses intended to survive termination shall continue in force.

15.1 We shall not be liable for any indirect, special or consequential loss, loss of profits, revenue, business, goodwill, anticipated savings or opportunity, loss arising from third-party platforms, suppliers, media owners or technology providers, loss arising from Client Materials or Client-approved Deliverables, loss arising from your failure to implement recommendations, or loss arising from regulatory, compliance or legal issues relating to your business, products, services, content or data.

15.2 Our total aggregate liability shall not exceed the Fees paid by you under the relevant Statement of Work in the twelve (12) months preceding the event giving rise to the claim.

15.3 Nothing in this Agreement shall exclude or limit liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

16.1 During the Term and for a period of twenty-four (24) months following termination or expiry of this Agreement, you shall not directly or indirectly solicit, employ, engage or otherwise contract with any of our employees, consultants, freelancers or contractors who have been materially involved in the provision of the Services.

16.2 This restriction shall not apply to any person who responds to a general recruitment advertisement not specifically targeted at our personnel.

16.3 If you breach this clause, you shall pay us an amount equal to [insert amount, e.g. 50% of the individual’s annual remuneration or projected annual fees], representing a genuine pre-estimate of the cost of recruitment, replacement and business disruption.

17.1 Each party shall comply with applicable anti-bribery, anti-corruption, sanctions, anti-money laundering and trade compliance laws.

17.2 You shall not require us to perform any act that would cause us to breach any applicable law, regulation, platform policy, professional standard or ethical obligation.

17.3 We may refuse to publish, distribute, promote or otherwise handle any material which we reasonably consider unlawful, misleading, offensive, discriminatory, defamatory, infringing, unethical or likely to cause material reputational harm.

18.1 Neither party shall be liable for delay or failure to perform its obligations where such delay or failure is caused by events beyond its reasonable control.

18.2 Such events may include acts of God, war, terrorism, civil unrest, strikes, pandemics, illness, regulatory change, supplier failure, cyber incidents, utility failure, platform outages, internet failure or other events beyond reasonable control.

18.3 The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the impact.

19.1 Any formal notice under this Agreement shall be given in writing by email, recorded delivery or such other method as may be stated in the Statement of Work.

19.2 Notices sent by email shall be deemed received at the time of transmission provided no delivery failure notification is received.

19.3 Notices sent by recorded delivery shall be deemed received two (2) business days after posting.

20.1 If a dispute arises in connection with this Agreement, either party may give written notice to the other setting out reasonable details of the dispute.

20.2 The parties shall first seek to resolve the dispute in good faith through discussions between their usual contacts.

20.3 If the dispute is not resolved within fourteen (14) days, it shall be escalated to a senior representative of each party with authority to settle the dispute.

20.4 If the dispute is not resolved within a further fourteen (14) days, either party may propose mediation. If agreed, the mediation shall be conducted by a mediator agreed by the parties, with mediator costs shared equally unless otherwise agreed.

20.5 Nothing in this clause prevents either party from seeking urgent court relief, including in relation to unpaid Fees, confidentiality, intellectual property, data misuse or non-solicitation.

20.6 If the dispute is not resolved through negotiation or mediation, either party may commence court proceedings in accordance with the governing law and jurisdiction provisions of this Agreement.

21.1 This Agreement constitutes the entire agreement between the parties.

21.2 Any variation to this Agreement must be agreed in writing.

21.3 Neither party may assign this Agreement without the prior written consent of the other, except that we may assign or transfer this Agreement as part of a business sale, restructuring or group reorganisation.

21.4 We may use subcontractors, freelancers and specialist suppliers to perform the Services, provided we remain responsible for the Services we are expressly contracted to provide.

21.5 No failure or delay in exercising any right shall constitute a waiver.

21.6 If any provision is held invalid or unenforceable, the remaining provisions shall continue in force.

21.7 Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship between the parties.

21.8 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

21.9 Subject to clause 20, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Where the Services include media planning, digital marketing, search engine marketing, search engine optimisation, paid social, organic social, employee advocacy, executive social, web, analytics, content, digital strategy, platform advisory or related services, the following additional terms shall apply.

A1.1 We may provide Services including media assessment, planning, strategy and recommendations; media selection and vendor recommendations; SEM strategy, campaign setup, optimisation and reporting; SEO audits, strategy, recommendations and reporting; paid social strategy, setup, optimisation and reporting; organic social strategy, content planning and advisory; employee advocacy and workforce advocacy programme support; executive social media advisory and content support; website, UX, analytics, tracking and digital platform recommendations; and coordination with third-party suppliers, in each case only as described in the Statement of Work.

A1.2 Unless expressly agreed otherwise in the Statement of Work, our role shall be limited to strategy, advisory, planning, optimisation, reporting and coordination.

A1.3 Unless expressly agreed otherwise, we shall not be responsible for media buying or contracting, platform billing, website development, coding, hosting, deployment or maintenance, legal, regulatory or compliance approval, real-time moderation or community management, third-party execution, or guaranteeing performance outcomes.

A2.1 You shall contract directly with all media owners, publishers, platforms, vendors and third-party suppliers unless expressly agreed otherwise.

A2.2 You shall be solely responsible for all media spend, advertising spend and platform charges, negotiating and agreeing commercial terms, approving bookings, placements and inventory, payment of all platform or vendor invoices, and compliance with third-party terms, policies and guidelines.

A2.3 We shall not be deemed a party to any contract between you and a third-party media owner, platform or vendor.

A3.1 All media and platform spend shall be incurred directly by you unless expressly agreed otherwise.

A3.2 We shall not be liable for media spend or overspend, budget allocation or pacing, changes in cost-per-click, cost-per-impression or auction pricing, changes in media availability or inventory, or any billing issue between you and a platform or vendor.

A3.3 You shall remain responsible for all spend incurred through accounts owned, controlled or approved by you.

A4.1 You acknowledge that digital platforms, media platforms, search engines, social platforms, ad networks, analytics tools, websites and related systems operate independently and are outside our control.

A4.2 We shall not be liable for algorithm changes, policy changes, account suspensions or restrictions, content disapprovals or removals, platform outages, reporting discrepancies, tracking failures caused by third-party systems, or any act or omission of a third-party provider.

A5.1 Where the Services include SEM, paid search, PPC or auction-based advertising, we may provide strategy, campaign setup, optimisation, reporting and advisory services as described in the Statement of Work.

A5.2 You shall contract directly with platforms including Google Ads, Microsoft Advertising and any other relevant platform.

A5.3 You shall maintain all billing arrangements and remain responsible for all advertising spend.

A5.4 We shall not be liable for campaign performance, impressions, clicks, conversions, leads or sales, cost fluctuations, platform policy enforcement, account suspension, or disapproval of ads, keywords, assets or landing pages.

A5.5 You acknowledge that SEM platforms use automated and algorithmic systems outside our control.

A6.1 Where the Services include SEO, organic search strategy, technical SEO, content optimisation or related activities, we may provide audits, strategy, recommendations, content guidance and reporting.

A6.2 You acknowledge that search engine rankings cannot be guaranteed, organic visibility, traffic, leads and revenue cannot be guaranteed, results may take time to materialise, search engines use proprietary algorithms outside our control, and performance may be affected by competition, platform changes, market conditions, technical implementation and your own actions or omissions.

A6.3 You shall be responsible for implementing recommendations unless implementation is expressly included in the Statement of Work.

A6.4 We shall not be liable for failure to achieve SEO outcomes where recommendations are not implemented fully, accurately or promptly.

A7.1 Where the Services involve websites, landing pages, CMS platforms, analytics, tracking, UX or digital platforms, we may provide advice, specifications, recommendations or coordination services.

A7.2 Unless expressly agreed otherwise, we shall not be responsible for website development, coding, hosting, maintenance, deployment, security, backups, uptime, integrations or technical support.

A7.3 You shall be responsible for implementation, testing, quality assurance, uptime, security and maintenance.

A7.4 We shall not be liable for loss, disruption, errors, defects, downtime, data loss or revenue impact arising from website or platform issues.

A8.1 Where the Services include paid social, organic social media, social content or related activity, we may provide strategy, planning, content recommendations, campaign setup, optimisation and reporting.

A8.2 You shall approve all content prior to publication.

A8.3 You shall be responsible for ensuring that all content is accurate, lawful, compliant and appropriate for publication.

A8.4 You shall contract directly with social media platforms and be responsible for all ad spend, platform charges and billing arrangements.

A8.5 We shall not be liable for engagement levels, follower growth, reach, conversions, public reaction, comments or user-generated content, reputational consequences, or platform or algorithm changes.

A8.6 Where content is sponsored, incentivised, promotional or otherwise requires disclosure, you shall be responsible for ensuring appropriate disclosures are made.

A9.1 Where the Services include employee advocacy or workforce advocacy, we may provide strategy, content frameworks, messaging, guidance, training materials or programme support.

A9.2 You shall be responsible for employee participation, employment policies, internal communications, employee conduct, approval processes, regulatory or sector-specific requirements, and any disciplinary, HR or employment-related consequences.

A9.3 We shall not be liable for any act, omission, statement, post, comment or behaviour of your employees, officers, contractors or representatives.

A10.1 Where the Services include executive social media, personal branding, thought leadership or leadership communications, we may provide strategy, drafting, content support, advisory and planning services.

A10.2 All content must be approved by you and/or the relevant individual prior to publication.

A10.3 You shall be responsible for ensuring that all executive communications align with corporate policy, disclosure obligations, regulatory requirements and reputational considerations.

A10.4 We shall not be liable for reputational, regulatory, commercial, employment or personal consequences arising from approved executive social media activity.

A11.1 Where the Services involve influencers, creators, ambassadors, partners or third-party individuals, the Statement of Work shall specify our role.

A11.2 Unless expressly agreed otherwise, you shall contract directly with such individuals or entities.

A11.3 You shall be responsible for usage rights, approvals, disclosure obligations, compliance with advertising rules, payments, exclusivity, morality or conduct requirements, and takedown or correction obligations.

A11.4 We shall not be liable for the acts, omissions, content, statements or conduct of influencers, creators, ambassadors or other third parties.

A12.1 We may use AI-assisted tools, automation tools, analytics tools or other technology to support the Services where appropriate.

A12.2 AI-assisted outputs may require human review and may contain inaccuracies, omissions, bias or other limitations.

A12.3 You shall be responsible for reviewing and approving any AI-assisted content, recommendations, analysis or outputs before use or publication.

A12.4 We shall not input your confidential information or personal data into public AI tools unless authorised or otherwise permitted under the Statement of Work.

A12.5 We do not warrant that AI-assisted or automated outputs will be complete, accurate, non-infringing or suitable for any particular legal, regulatory or commercial purpose.

A13.1 You shall be responsible for implementation and accuracy of tracking, analytics configuration, consent mechanisms, cookie compliance, privacy notices, lawful basis for processing, CRM and audience data compliance, data retention, and accuracy of all Client-provided or Client-approved materials.

A13.2 We shall not be liable for data breaches, regulatory issues or compliance failures arising from your platforms, data, instructions or approvals.

A14.1 Where your business operates in a regulated, technical or specialist sector, you shall be responsible for ensuring that all Deliverables comply with applicable laws, regulations, industry codes, professional standards and internal policies.

A14.2 This includes, without limitation, financial services, healthcare, pharmaceuticals, legal services, sustainability, environmental claims, recruitment, education, public sector, listed companies and any other regulated or high-risk sector.

A14.3 We shall not be responsible for legal, regulatory, technical or professional verification unless expressly included in the Statement of Work.

A15.1 You shall provide all access required for us to perform the Services, including access to platforms, accounts, analytics, websites, CMS systems, ad accounts, social accounts, reporting tools and relevant stakeholders.

A15.2 We shall not be liable for delay, failure, reduced performance or interruption caused by lack of access, restricted permissions, unavailable stakeholders, platform restrictions or third-party constraints.

A16.1 You acknowledge that performance across media, SEM, SEO, social, web, content, advocacy and digital platforms is influenced by many factors outside our control.

A16.2 We do not guarantee rankings, traffic, reach, engagement, leads, conversions, revenue, return on investment, media delivery or commercial outcomes.

A17.1 We shall not be liable for interruption to Services arising from platform suspension, account restriction, non-payment by you, billing issues, access removal, website downtime, supplier failure, legal or regulatory intervention, or any event outside our reasonable control.