Service Terms and Conditions of Contract

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Service Terms and Conditions of Contract Use

Madhouse Media Ltd

Last updated: 1st February 2026

These Service Terms and Conditions set out the terms on which Madhouse Media Ltd provides services to clients.

These Terms apply to all services provided by Madhouse Media Ltd unless replaced or amended by a separate written agreement signed or accepted by both parties.

1. Parties

This Contract is between:

(1) Madhouse Media Ltd
Company number: 11356598
Registered in: England and Wales
Registered office: Bridge End Chambers, Front Street, Chester Le Street, County Durham, United Kingdom, DH3 3QY
Email: accounts@madhousemedia.co.uk

Referred to in this Contract as “Madhouse”, “the Company”, “we”, “us” or “our”.

And:

(2) The Client
The person, business, organisation, school, company, charity, club or other entity purchasing or receiving services from Madhouse Media Ltd.

Referred to in this Contract as “the Client”, “you” or “your”.

2. Acceptance of these Terms

By accepting a proposal, quotation, statement of work, order form, subscription, invoice, verbal instruction, email instruction, online confirmation, payment request, payment of an invoice or by allowing us to begin work, the Client confirms that they have read, understood and agreed to these Terms.

These Terms apply to the exclusion of any other terms unless we agree otherwise in writing.

If there is a conflict between these Terms and a written proposal, quotation or statement of work, the following order of priority will apply:

any signed or expressly agreed written contract;
the accepted proposal, quotation or statement of work;
these Service Terms and Conditions;
any general website terms or policies.

3. Business-to-business terms

These Terms are primarily intended for business clients.

If the Client is acting as a consumer rather than a business, charity, organisation, school, club or trader, consumer protection rights may apply and nothing in these Terms affects statutory rights that cannot legally be excluded or limited.

4. Definitions

In these Terms, the following words have the following meanings:

Account means the Client account, project account, CRM account, hosting account, advertising account, support account or other account created or managed in connection with the Services.

Business Day means a day other than a Saturday, Sunday or bank holiday in England.

Client Materials means all text, images, logos, branding, data, documents, website files, access details, passwords, business information, artwork, photography, video, content, product data, marketing materials or other materials provided by the Client.

Contract means the agreement between Madhouse and the Client consisting of the accepted proposal, quotation, statement of work, order, invoice and these Terms.

Fees means the fees, charges, subscriptions, licence costs, retainers, project costs, hourly rates, ad management fees, hosting fees, third-party fees or other sums payable by the Client.

Intellectual Property Rights means all copyright, trade marks, design rights, database rights, domain names, business names, goodwill, rights in software, rights in confidential information, inventions, know-how and all similar rights, whether registered or unregistered.

Proposal means a written proposal, quotation, scope of work, estimate, order form, email confirmation, invoice or other document setting out the Services to be provided and the Fees payable.

Services means any services provided by Madhouse, including but not limited to website design, website development, hosting, SEO, PPC, social media, branding, design, print, workwear, embroidery, CRM, automation, AI tools, email marketing, IT support, training, consultancy, maintenance and related services.

Subscription Services means ongoing or recurring services charged monthly, quarterly, annually or on another recurring basis.

Third-Party Costs means costs payable to third parties, including but not limited to domains, hosting, software, plugins, themes, licences, stock assets, email accounts, Microsoft 365, Google, Meta, LinkedIn, TikTok, Zapier, Mailchimp, payment processors, CRM providers, advertising platforms or other suppliers.

5. Services

Madhouse will provide the Services described in the Proposal.

The scope of work will be limited to what is expressly included in the Proposal.

Any work not included in the Proposal may be charged separately.

We may provide services including but not limited to:

website design and development;
website hosting and maintenance;
search engine optimisation;
PPC and paid advertising management;
social media management;
graphic design;
branding;
print;
workwear and embroidery;
CRM systems;
automation;
AI tools and assistants;
email marketing;
content creation;
IT support;
consultancy;
training;
domain, email and platform support;
support, updates and technical work.

6. Fees and payment

Fees are as set out in the Proposal, invoice or written confirmation.

Unless stated otherwise:

all Fees are exclusive of VAT;
VAT will be charged where applicable;
invoices are payable by the due date stated on the invoice;
payment must be made in full without set-off, deduction, withholding or counterclaim;
payment may be made by BACS, Direct Debit, card payment or another method approved by us;
any bank charges, payment processing fees or failed payment charges may be passed on to the Client.

We may require payment upfront, staged payments, a deposit or a recurring payment method before starting or continuing work.

Madhouse is not required to begin or continue work where payment has not been made in accordance with the agreed terms.

All payment queries should be sent to:

accounts@madhousemedia.co.uk

7. Late payment

If an invoice is not paid by the due date, the invoice will be treated as overdue.

Where the Late Payment of Commercial Debts legislation applies, we reserve the right to charge:

statutory interest at 8% above the Bank of England base rate;
interest calculated daily from the due date until payment is received;
statutory fixed debt recovery compensation of £40, £70 or £100 depending on the value of the overdue debt;
any reasonable additional costs of recovering the debt where permitted by law.

Where a contractual administration or recovery charge is applied, this will be charged at a reasonable level, up to £70 plus VAT where applicable, unless a different statutory compensation amount applies.

Any overdue invoice over 60 days late may result in full account suspension of all Services.

Where an invoice is more than 60 days overdue, Madhouse may also apply a late payment administration charge and interest as set out above.

Any outstanding invoice over 90 days late may be passed to a third-party debt recovery company, solicitor, collection agent or court process. The Client will be responsible for the outstanding balance together with any interest, compensation, reasonable recovery fees, legal fees, court fees, administration fees and collection charges incurred in recovering the debt, where recoverable by law.

Non-payment may also result in the suspension, withdrawal or restriction of:

websites;
hosting;
email services;
CRM access;
support;
marketing services;
PPC management;
SEO work;
social media work;
design work;
licences;
handover work;
file release;
account access;
any other Services.

Suspension of Services due to non-payment does not remove the Client’s obligation to pay outstanding invoices, subscription charges, notice periods, third-party costs or contractual commitments.

8. Subscription Services

Subscription Services include any ongoing service charged on a recurring basis.

This may include but is not limited to:

website subscriptions;
hosting;
maintenance;
SEO;
PPC management;
social media management;
CRM;
AI tools;
automation;
support packages;
email marketing;
marketing retainers;
licence-based services;
ongoing design or content packages.

All Subscription Services require a full 30 days’ written notice of cancellation unless the Proposal states a longer notice period.

Notice must be sent in writing to:

accounts@madhousemedia.co.uk

Notice cannot be backdated.

Cancellation notice will only start from the date we receive valid written notice from the Client by email or another agreed written method.

If any invoices have already been issued on subscription terms within the 30-day cancellation notice period, they remain payable in full.

If a further invoice becomes due during the 30-day cancellation notice period, that invoice remains payable in full.

The Client remains responsible for all Fees, third-party costs, licences, ad spend, hosting costs, software costs and other charges due up to the end of the cancellation notice period.

Stopping use of the Services, removing our access, changing supplier, transferring a domain, moving hosting, cancelling a Direct Debit or failing to provide information does not count as valid cancellation notice.

9. Minimum terms for SEO and PPC

SEO and PPC management contracts have a minimum term of 3 months unless a longer minimum term is stated in the Proposal.

The Client may not cancel SEO or PPC services before the end of the minimum term.

If the Client cancels, pauses, restricts access or prevents work from continuing during the minimum term, all Fees due for the remainder of the minimum term will become payable.

After the minimum term, SEO and PPC services will continue on a rolling subscription basis unless cancelled by giving at least 30 days’ written notice to:

accounts@madhousemedia.co.uk

Advertising spend is separate from management Fees unless expressly stated otherwise.

10. Website subscriptions and ownership

Where a website is provided as a subscription, payment plan, monthly package, rent-to-own arrangement or similar structure, the website remains owned and retained by Madhouse until the Client has paid all sums due in full.

This includes:

setup fees;
design fees;
development fees;
subscription fees;
minimum term fees;
hosting fees;
licence costs;
third-party costs;
additional work;
outstanding invoices;
late payment charges;
agreed buyout fees;
any other sums owed to Madhouse.

Until all sums are paid in full, the Client receives a limited, revocable licence to use the website for the purpose agreed.

Madhouse retains ownership of the website, source files, working files, design files, build assets, theme configuration, custom code, templates, layouts and related materials unless and until ownership is expressly transferred in writing and all sums have been paid in full.

If the Client fails to pay the required Fees, Madhouse may suspend, restrict, retain, withhold or take down the website, hosting, files or access until payment is made.

The Client is not entitled to transfer, copy, reproduce, migrate, resell, rebuild, clone or take ownership of a website subscription unless all sums due have been paid in full and the transfer has been agreed by Madhouse.

11. Website projects

For website design and development projects, the Proposal will set out the agreed scope of work.

The Client is responsible for providing all content, images, access details, approvals, feedback and information required for the project.

Unless agreed otherwise, the Client is responsible for:

supplying website text;
supplying images or approving stock images;
checking accuracy of content;
checking spelling and grammar;
checking legal, regulatory and industry compliance;
providing access to domains, hosting, analytics and relevant platforms;
reviewing and approving designs;
reviewing and approving the website before launch.

If the Client delays in providing information, feedback, access, approvals or content, the project timetable may be extended.

If the Client causes significant delay, we may pause the project, reallocate resource, charge additional Fees or require payment of the remaining project balance before resuming work.

Unless expressly agreed in writing, a website project does not include unlimited revisions, copywriting, photography, video, advanced integrations, custom software, paid plugin licences, legal documents, privacy/cookie compliance tools, SEO campaigns, PPC campaigns or ongoing maintenance.

12. Website launch and approval

Before launch, the Client will be given a reasonable opportunity to review the website.

The Client is responsible for checking and approving:

layout;
content;
spelling;
links;
forms;
contact details;
prices;
products;
legal pages;
policies;
images;
functionality;
mobile display;
browser display;
any other important information.

Once the Client approves launch, or once the website is made live at the Client’s request, the website will be treated as accepted.

Any changes requested after approval or launch may be chargeable unless they relate to an error caused by Madhouse within the original agreed scope.

13. Hosting, domains and email

Where Madhouse provides or manages hosting, domain, email or related technical services, those services may depend on third-party providers.

The Client acknowledges that hosting, domain and email services may be affected by third-party outages, DNS propagation, server maintenance, security incidents, domain registry issues, email deliverability issues, platform changes or matters outside our control.

Madhouse is not responsible for losses caused by third-party downtime or failures unless caused directly by our negligence.

The Client remains responsible for keeping account details, passwords and access credentials secure.

If a domain, hosting account, email account or licence is registered in the Client’s name, the Client is responsible for renewal, compliance and continued use unless we have expressly agreed to manage this.

If a domain, hosting account, email account or licence is held in the name of Madhouse on behalf of the Client, we may withhold transfer or access until all sums due are paid in full.

Any website, domain, email, hosting or platform transfer to another provider may incur a transfer or administration fee. Unless otherwise agreed, the standard transfer administration fee is £50 plus VAT, excluding any additional technical work required.

Complex transfers, migrations, data exports, DNS work, email migrations, platform handovers or third-party support may be charged separately.

14. SEO services

SEO services may include technical SEO, on-page SEO, content recommendations, keyword research, local SEO, reporting, audits, link-building recommendations, Google Business Profile support or other agreed activities.

SEO results are not guaranteed.

The Client acknowledges that SEO performance may be affected by:

search engine algorithm updates;
competition;
website history;
domain authority;
technical issues;
content quality;
website speed;
market changes;
client approvals;
third-party platforms;
changes made by the Client or other suppliers;
Google penalties or indexing decisions;
budget and timeframe.

Madhouse does not guarantee specific rankings, traffic levels, leads, enquiries, sales or revenue from SEO.

SEO work is a long-term service and requires time, consistency and client cooperation.

15. PPC and paid advertising

PPC and paid advertising services may include campaign setup, campaign management, reporting, optimisation, tracking support, creative recommendations, landing page advice or other agreed activities.

Advertising spend is separate from Madhouse management Fees unless the Proposal states otherwise.

The Client is responsible for paying advertising spend directly to the advertising platform unless otherwise agreed.

The Client acknowledges that advertising performance may be affected by:

ad spend;
competition;
market conditions;
platform policies;
account history;
landing pages;
tracking setup;
customer behaviour;
offer strength;
creative quality;
targeting;
platform algorithm changes;
approval delays;
rejected ads;
account restrictions;
third-party technical issues.

Madhouse does not guarantee specific leads, enquiries, sales, conversion rates, cost-per-lead, return on ad spend or revenue from PPC or paid advertising.

If an advertising account is suspended, restricted, rejected or limited by a third-party platform, Madhouse will provide reasonable support where included in the Services, but we are not responsible for the decision of the third-party platform.

16. Social media services

Social media services may include content planning, content creation, graphic design, scheduling, caption writing, account support, community management, campaign support or other agreed services.

Unless agreed otherwise, the Client is responsible for:

approving posts;
checking factual accuracy;
checking claims, offers and prices;
providing images or permissions;
responding to customer messages;
complying with industry rules;
confirming promotions and deadlines.

Madhouse is not responsible for loss of reach, engagement, followers, sales or enquiries caused by platform changes, algorithm changes, account restrictions, client delays, public feedback, market conditions or matters outside our control.

17. CRM, automation and AI services

Where Madhouse provides CRM, automation, AI tools, chatbots, WhatsApp agents, email automations, lead workflows or similar services, these may rely on third-party platforms, APIs, integrations and client data.

The Client is responsible for checking that:

automations are suitable for their business;
messages are accurate;
customer data is lawful and accurate;
required consents have been obtained;
marketing rules are followed;
outputs are reviewed where appropriate;
staff are trained to use the system correctly.

AI tools and automations may produce inaccurate, incomplete or unexpected outputs. The Client must not rely on AI outputs without appropriate human review, especially for legal, financial, medical, safeguarding, HR, compliance or high-risk decisions.

Madhouse is not responsible for losses caused by the Client’s misuse of CRM, automation or AI systems, or by third-party platform failure, API change, account suspension or data supplied by the Client.

18. Print, workwear and physical products

Where Madhouse supplies print, signage, workwear, embroidery or physical goods, the Client is responsible for approving all proofs before production.

Once approved, the Client is responsible for any errors in:

spelling;
grammar;
names;
telephone numbers;
email addresses;
website addresses;
logos;
colours;
sizes;
quantities;
placement;
design;
artwork;
product selection.

Colours may vary between screen and print, and between production batches.

Once items have gone into production, cancellation may not be possible and Fees may remain payable in full.

19. Client obligations

The Client agrees to:

provide accurate information;
provide materials on time;
provide feedback and approvals promptly;
provide access to relevant systems;
keep passwords and access details secure;
pay invoices on time;
co-operate with Madhouse;
respond to reasonable requests;
comply with applicable laws;
check and approve work before publication or launch;
make sure Client Materials do not infringe third-party rights;
make sure Client Materials are lawful, accurate and appropriate;
maintain their own legal compliance for their business, website, marketing and customer data.

The Client must not ask Madhouse to carry out work that is unlawful, misleading, defamatory, discriminatory, infringing, harmful or in breach of third-party terms.

20. Client delays

Madhouse is not responsible for delays caused by the Client.

This includes delays in providing:

content;
access;
logins;
images;
products;
feedback;
approvals;
technical information;
payment;
legal documents;
third-party cooperation.

If a project is delayed by the Client for more than 30 days, we may invoice for work completed to date, pause the project, revise the timeline, charge reactivation Fees or require payment before continuing.

If a project is delayed by the Client for more than 90 days, we may treat the project as cancelled by the Client and all Fees for work completed, committed or reserved may become payable.

21. Changes to scope

Any request outside the agreed scope may be treated as additional work.

Additional work may be charged at our standard hourly rate, day rate or a separately agreed fee.

Examples of additional work include:

extra pages;
extra revisions;
additional design concepts;
copywriting not included in the Proposal;
integrations not included in the Proposal;
additional functionality;
urgent work;
troubleshooting caused by third parties;
changes after approval;
content loading beyond agreed limits;
migration work;
meetings beyond the agreed allowance;
additional reporting;
support outside the agreed package.

We may refuse to carry out additional work until the Client has approved the additional Fees.

22. Third-party costs, licences and platforms

The Client is responsible for all Third-Party Costs unless the Proposal states otherwise.

Third-Party Costs may include:

domains;
hosting;
software;
plugins;
themes;
stock images;
fonts;
email accounts;
Microsoft 365;
Google Workspace;
CRM systems;
Zapier;
Mailchimp;
payment gateways;
social media tools;
PPC ad spend;
tracking tools;
security tools;
booking tools;
third-party support.

Third-party services are subject to their own terms, pricing, availability and policies.

Madhouse is not responsible for changes made by third-party providers, including price increases, feature changes, account restrictions, outages, policy changes, API changes or service withdrawal.

If a Client fails to pay Third-Party Costs, the related service may be suspended, cancelled or lost.

23. Access details and security

Where the Client provides access to systems, accounts, websites, platforms or data, the Client confirms they are authorised to provide that access.

The Client must not provide access that breaches another supplier’s terms or another person’s rights.

The Client should use secure password-sharing methods where possible.

Madhouse will take reasonable care with access details, but the Client remains responsible for overall account ownership, platform security and permissions unless otherwise agreed.

Where we create accounts on behalf of the Client, ownership and access arrangements may depend on the relevant platform, payment status and Proposal.

24. Intellectual property

The Client retains ownership of Client Materials provided to Madhouse.

The Client grants Madhouse a licence to use, copy, modify, process and publish Client Materials as reasonably necessary to provide the Services.

Madhouse retains ownership of its own Intellectual Property Rights, including:

processes;
methods;
know-how;
templates;
code libraries;
internal systems;
software;
CRM systems;
automation frameworks;
design systems;
concepts;
draft work;
unused ideas;
working files;
source files;
project management documents;
strategy frameworks;
reusable assets;
pre-existing materials.

Unless agreed otherwise, the Client receives the final deliverables only after all Fees have been paid in full.

Working files, source files, editable files, raw design files, layered files, source code, unused concepts and internal documents are not included unless expressly stated in the Proposal.

25. Ownership of final deliverables

Subject to full payment of all outstanding Fees, the Client will own or receive a licence to use the final deliverables as set out in the Proposal.

For bespoke design or website work, ownership of the final approved deliverables will usually transfer to the Client once all Fees relating to the project and account have been paid in full, except for:

third-party materials;
licensed materials;
software;
plugins;
themes;
fonts;
stock assets;
Madhouse tools;
Madhouse frameworks;
reusable code;
subscription-based assets;
CRM systems;
AI systems;
SaaS platforms;
items expressly excluded in the Proposal.

Where deliverables rely on third-party licences, the Client’s use may be limited by those third-party licence terms.

No ownership transfer takes place until all outstanding invoices on the Client account are paid in full.

26. Portfolio and case studies

Unless the Client tells us otherwise in writing, Madhouse may refer to the Client as a client and may display completed work in our portfolio, website, social media, proposals, awards entries, marketing materials or case studies.

This may include:

business name;
logo;
screenshots;
project summary;
website link;
non-confidential results;
visual examples of completed work.

We will not knowingly disclose confidential information without permission.

If the Client does not want work to be used for portfolio or case study purposes, they must tell us in writing.

27. Confidentiality

Each party agrees to keep confidential information received from the other party confidential.

Confidential information must not be disclosed to third parties except where:

required to provide the Services;
required by law;
already publicly available;
disclosed with permission;
disclosed to professional advisers;
disclosed to employees, freelancers, subcontractors or suppliers who need to know the information to provide the Services.

This clause does not prevent Madhouse from using general skills, knowledge, experience, methods, ideas and know-how gained during the provision of Services.

28. Data protection

Both parties agree to comply with applicable UK data protection law.

Where Madhouse processes personal data on behalf of the Client, the Client remains responsible for making sure they have the correct lawful basis, notices, consents and permissions to provide that personal data to Madhouse.

Where required, separate data processing terms may apply.

The Client is responsible for ensuring that their own privacy policy, cookie policy, marketing consents and data protection practices are suitable for their business.

Madhouse is not responsible for the Client’s data protection compliance unless expressly agreed in writing.

29. Compliance and legal responsibility

The Client is responsible for ensuring that their business, website, marketing, claims, offers, products, services, policies and content comply with applicable laws and regulations.

Madhouse may assist with general wording, design, website content or marketing, but we do not provide legal advice unless expressly stated in writing.

The Client should obtain legal, regulatory, financial or professional advice where needed.

This is especially important for sectors such as education, healthcare, finance, property, employment, children’s services, food, alcohol, gambling, medical services, supplements, regulated products or any other regulated industry.

30. Warranties

Each party confirms that it has authority to enter into the Contract.

The Client warrants that:

it has the right to provide all Client Materials;
Client Materials do not infringe third-party rights;
Client Materials are accurate and lawful;
it has all necessary permissions, licences and consents;
it will comply with all applicable laws;
it will not ask Madhouse to carry out unlawful work.

Madhouse warrants that it will provide the Services with reasonable care and skill.

Except as expressly stated in these Terms or required by law, Madhouse gives no warranty that the Services will achieve any particular outcome, result, ranking, enquiry level, sales level, revenue level, performance target or uninterrupted availability.

31. Limitation of liability

Nothing in these Terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the above, Madhouse will not be liable for:

loss of profit;
loss of sales;
loss of revenue;
loss of business;
loss of goodwill;
loss of anticipated savings;
loss of opportunity;
loss of data;
business interruption;
indirect or consequential loss;
platform downtime;
third-party failures;
search engine changes;
advertising platform decisions;
social media restrictions;
cyber attacks not caused by our negligence;
loss caused by Client delay, non-payment, incorrect information or lack of approval.

Subject to the above, Madhouse’s total liability arising out of or in connection with the Contract will be limited to the Fees paid by the Client for the affected Services in the 3 months immediately before the event giving rise to the claim.

32. Indemnity

The Client agrees to indemnify Madhouse against all claims, costs, losses, damages, expenses and liabilities arising from:

the Client’s breach of these Terms;
the Client’s negligence or misconduct;
Client Materials;
infringement of third-party rights;
unlawful or misleading content supplied by the Client;
breach of data protection law by the Client;
breach of advertising, marketing or platform rules caused by the Client;
non-payment of Third-Party Costs;
instructions given by the Client;
use of the Services contrary to our advice or these Terms.

33. Suspension of Services

Madhouse may suspend Services immediately where:

invoices are overdue;
the Client breaches these Terms;
the Client fails to provide required information or access;
continuing the Services may expose Madhouse to legal, financial, technical or reputational risk;
the Client misuses the Services;
third-party services are suspended;
the Client becomes insolvent or appears unable to pay debts;
security risks arise;
required third-party payments are not made.

Suspension does not remove the Client’s obligation to pay Fees.

Madhouse is not responsible for loss caused by suspension where suspension is due to the Client’s breach, non-payment, delay, lack of cooperation or third-party failure.

34. Term and termination

The Contract will begin when the Proposal is accepted, the Client instructs us to proceed, payment is made, or work begins, whichever happens first.

The Contract will continue for the term stated in the Proposal.

If no end date is stated, project work will continue until completed, cancelled or terminated in accordance with these Terms.

Subscription Services will continue on a rolling basis unless cancelled in accordance with these Terms.

Either party may terminate the Contract if the other party commits a material breach and fails to remedy that breach within 30 days of receiving written notice requiring them to do so.

Madhouse may terminate or suspend the Contract immediately if:

the Client fails to pay Fees when due;
the Client breaches these Terms;
the Client acts unlawfully or dishonestly;
the Client becomes insolvent or unable to pay debts;
continuing the Services may damage our business or reputation;
the Client is abusive, threatening or unreasonable towards our team;
a third-party platform or supplier prevents us from continuing;
the Client requests work we reasonably believe is unlawful, misleading or harmful.

35. Effect of termination

On termination or cancellation, the Client must immediately pay:

all outstanding invoices;
Fees for work completed;
Fees for work committed;
Fees due during the notice period;
Fees due for any minimum term;
Third-Party Costs incurred or committed;
cancellation charges;
transfer or handover fees;
any debt recovery, legal or late payment charges recoverable by law.

Termination does not affect rights and obligations that have already arisen.

Clauses relating to payment, ownership, intellectual property, confidentiality, liability, indemnity, data protection, debt recovery, governing law and dispute resolution will continue after termination.

36. Handover and transfer

Handover work is not included unless expressly stated in the Proposal.

Where the Client requests a handover, transfer, migration, export or support for a new provider, Madhouse may charge for this work.

Madhouse may withhold handover, transfer, files, access, domains, hosting, websites, source files, backups or documentation until all outstanding sums are paid in full.

Unless agreed otherwise, handover may be limited to reasonable information and final deliverables owned by the Client.

Madhouse is not required to provide internal processes, working files, source files, editable files, confidential documents, supplier notes, proprietary tools or trade secrets.

Any website and email hosting transfer to another provider may incur a minimum £50 plus VAT transfer administration fee, plus any additional technical time required.

37. Force majeure

Neither party will be liable for delay or failure to perform obligations caused by events outside reasonable control.

This may include:

acts of God;
fire;
flood;
storm;
pandemic;
war;
terrorism;
civil unrest;
government action;
strikes;
utility failures;
internet outages;
cyber attacks;
supplier failure;
platform outage;
hosting outage;
advertising platform outage;
search engine updates;
payment provider outage;
events beyond reasonable control.

38. Notices

Any notice under this Contract must be given in writing.

Notices may be sent by:

email;
personal delivery;
recorded delivery;
first-class post.

Notices to Madhouse should be sent to:

accounts@madhousemedia.co.uk

or to the registered office stated in these Terms.

Notice by email will be treated as received on the next Business Day after sending, unless the sender receives a delivery failure notification.

Notice by first-class post or recorded delivery will be treated as received 2 Business Days after posting.

Cancellation of Subscription Services must be clear and in writing. Cancellation requests cannot be backdated.

39. Assignment

Madhouse may assign, transfer or subcontract its rights and obligations under the Contract where reasonably necessary for business, operational, restructuring or service delivery reasons.

The Client may not assign or transfer its rights or obligations without our prior written consent.

40. Subcontractors and suppliers

Madhouse may use employees, freelancers, subcontractors, consultants, suppliers and third-party platforms to provide the Services.

Madhouse remains responsible for the Services provided directly by us, subject to these Terms.

The Client agrees that third-party suppliers may be involved where reasonably required to deliver the Services.

41. No partnership or agency

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

Neither party has authority to bind the other unless expressly agreed in writing.

42. Severance

If any clause or part of a clause is found to be invalid, unlawful or unenforceable, that clause or part will be treated as removed.

The remaining clauses will continue in full force.

43. Waiver

If either party delays or fails to enforce any right under these Terms, that does not mean the right has been waived.

A waiver will only be effective if given in writing.

44. Entire agreement

The Contract represents the entire agreement between the parties in relation to the Services.

The Client confirms that it has not relied on any statement, promise, assurance or representation not set out in the Contract.

Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

45. Third-party rights

A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

46. Dispute resolution

If a dispute arises, both parties will first try to resolve it through good-faith discussions.

Either party may request a meeting or written discussion to resolve the issue.

If the dispute cannot be resolved, the parties may agree to refer the dispute to mediation.

Nothing in this clause prevents either party from taking urgent legal action where necessary, including action to recover unpaid invoices, protect intellectual property, prevent misuse of confidential information or protect business interests.

47. Governing law and jurisdiction

This Contract and any dispute or claim arising from it will be governed by the laws of England and Wales.

The parties agree that the courts of England and Wales will have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Contract, including non-contractual disputes or claims.

48. Contact details

Madhouse Media Ltd
Bridge End Chambers
Front Street
Chester Le Street
County Durham
United Kingdom
DH3 3QY

Email: accounts@madhousemedia.co.uk
Company number: 11356598
Registered in: England and Wales