Client Terms & Conditions

Version 1.0 – Last updated 5th June 2025

These Terms and Conditions (“Terms”) govern the provision of services by FirstMotion Limited (“FirstMotion”, “we”, “us”, or “our”) to any client (“Client”, “you”, or “your”) who engages our services by entering into a signed Statement of Work (“SOW”). By signing a SOW, you agree to be bound by these Terms, which together form a legally binding agreement between you and us.

1. SCOPE AND APPLICATION

These Terms apply to all services provided by FirstMotion Limited. Specific services, deliverables, fees, and timelines will be detailed in a SOW agreed between the parties. If there is any conflict between these Terms and an SOW, the SOW shall prevail, but only where it explicitly states the intent to override these Terms.

2. TERM AND TERMINATION

2.1 Term: These Terms apply from the date the Client enters into a Statement of Work with FirstMotion and remain in effect for the duration of any active SOW.

2.2 Termination for Cause: If either party materially breaches these Terms or an SOW, the non-breaching party must provide written notice and allow at least thirty (30) days for the breach to be remedied. If not remedied, the agreement or SOW may be terminated.

2.3 Termination for Convenience: Either party may terminate any active SOW with thirty (30) days’ written notice. Upon termination:

The Client shall pay all accrued fees up to the termination date;
FirstMotion will deliver any completed work and provide reasonable handover support; and
Relevant confidentiality, intellectual property, and payment provisions will survive.

2.4 Early Termination: If a Client terminates during an agreed minimum commitment period (e.g. a 3-month retainer), the Client shall pay all remaining fees for that period unless otherwise agreed in writing.

2.5 Termination for Insolvency: Either party may terminate immediately if the other becomes insolvent or ceases to trade.

3. FEES AND PAYMENT

3.1 Fees: Fees will be outlined in the applicable SOW.

3.2 Payment Terms: Unless stated otherwise in a SOW:

Retainer fees are payable monthly in advance;
Project fees follow milestone-based payment schedules;
Invoices are payable within fourteen (14) days;
All fees are exclusive of VAT and applicable taxes.

3.3 Late Payment: Overdue invoices may incur interest at 4% above the Bank of England base rate, calculated daily. We may suspend services for non-payment following written notice.

3.4 Expenses: Pre-approved expenses reasonably incurred will be invoiced at cost, with supporting documentation provided on request.

4. CLIENT RESPONSIBILITIES

The Client agrees to provide FirstMotion with timely access to all necessary systems, data, stakeholders, and approvals required to deliver the services. Delays or failure to provide such access may impact delivery timelines and outcomes, for which FirstMotion will not be held responsible.

5. INTELLECTUAL PROPERTY

5.1 Client Materials: The Client retains ownership of all materials provided to FirstMotion. A limited licence is granted to FirstMotion to use such materials solely for service delivery.

5.2 Work Product: FirstMotion retains all rights in its tools, templates, software, and methodologies. Ownership of any bespoke Deliverables passes to the Client upon full payment, excluding any embedded FirstMotion IP. Where FirstMotion IP is embedded, the Client receives a limited, non-exclusive licence for internal use.

5.3 Third-Party IP: Each party warrants it will not knowingly infringe third-party IP rights. Each agrees to indemnify the other for breaches of this warranty.

6. CONFIDENTIALITY

6.1 Definition: “Confidential Information” means all non-public information disclosed by one party to the other.

6.2 Obligations: Each party shall:

Keep the other’s Confidential Information secure;
Use it only for fulfilling its obligations; and
Not disclose it without written consent (except to staff/subcontractors bound by confidentiality).

6.3 Exceptions: Obligations do not apply to information that:

Is public through no breach;
Was lawfully known before disclosure;
Is disclosed by a third party lawfully;
Must be disclosed by law (with notice where possible).

6.4 Duration: Confidentiality obligations continue for three (3) years after termination.

7. DATA PROTECTION

Each party shall comply with UK GDPR and the Data Protection Act 2018. The Client is the data controller; FirstMotion is the data processor. Details of data processing, security, and third-party subprocessors are outlined in our Data Protection Policy and will be further specified in the SOW if needed.

8. WARRANTIES AND DISCLAIMERS

8.1 Warranties: Each party warrants it has authority to enter into these Terms and will perform its obligations with reasonable care and skill.

8.2 Disclaimer: Services are provided “as is”. No warranties are made beyond those expressly set out. FirstMotion disclaims any guarantee of fitness for a particular purpose or uninterrupted results.

8.3 No Guarantee: FirstMotion does not guarantee specific results including traffic, search rankings, or marketing performance.

9. LIMITATION OF LIABILITY

9.1 Force Majeure: Neither party shall be liable for delays caused by events beyond their control (e.g. pandemics, DDoS attacks, AI model changes, acts of God).

9.2 Cap: Each party’s total liability is limited to the fees paid in the twelve (12) months prior to the claim.

9.3 Consequential Loss: Neither party is liable for indirect, special, or consequential damages.

9.4 Exceptions: Nothing excludes liability for death, personal injury, fraud, or any liability which cannot legally be excluded.

10. INDEMNITY

The Client shall indemnify FirstMotion against all claims and losses arising from:

Client-provided materials that infringe IP rights;
Breach of these Terms or an SOW;
Breach of law or third-party rights caused by Client actions.

This indemnity does not apply to claims caused by FirstMotion’s negligence or wilful misconduct.

11. GENERAL PROVISIONS

11.1 Entire Agreement: These Terms and the SOW(s) constitute the full agreement between the parties.

11.2 Amendments: Any changes must be in writing and signed by both parties.

11.3 Severability: If one part is found unenforceable, the rest remains valid.

11.4 Waiver: A failure to enforce any provision is not a waiver of rights.

11.5 Assignment: Neither party may assign this agreement without consent, except in a merger or sale.

11.6 Governing Law: These Terms are governed by the laws of England and Wales. Disputes will be subject to the exclusive jurisdiction of the English courts.

11.7 Notices: Notices must be in writing and delivered by email. Notices to FirstMotion should be sent to info (at) firstmotion.com. Notices to the Client will be sent to the contact named in the relevant SOW.