Terms and Conditions

Last updated: 13 October 2026

1. About these terms

These terms apply to every service Orchid Agency provides, and by instructing us or paying our first invoice you agree to them. If your proposal says something different from these terms, the proposal takes priority for that point only.

1.1 Orchid Agency (“we”, “us”, “our”) is [registered company name], a company registered in England and Wales under company number [number], with its registered office at [address].

1.2 In these terms:

• Client (“you”, “your”) means the business or person who instructs us.
• Services means the work set out in your proposal, which may include paid search (PPC), paid social, SEO, content, website and consultancy work.
• Proposal means the written proposal, quote or email we send you confirming the services and fee.
• Management Fee means our monthly fee for the services.
• Advertising Spend means the money paid to advertising platforms to run your ads. It is separate from our Management Fee.
• Third-Party Platforms means any platform or tool we use to deliver the services, including Google, Meta, Microsoft, LinkedIn, TikTok and analytics, tracking and reporting tools.
• Business Day means Monday to Friday, excluding UK bank holidays.

2. Our services

We deliver the services listed in your proposal, and anything outside that scope is quoted and agreed separately before we start it.

2.1 Depending on your package, services may include strategy and account management, campaign builds, ongoing optimisation, keyword research, bid and budget management, negative keyword management, SEO, content writing and reporting.

2.2 We will carry out the services with reasonable skill and care, in line with good industry practice.

2.3 Where your proposal includes a set number of hours (for example, SEO or content hours), those hours are used within the calendar month. Unused hours do not roll over to the next month or carry a refund, unless we agree otherwise.

2.4 We decide the day-to-day methods, tools and approach used to deliver the services, with the aim of improving campaign performance. We will consult you on significant strategic changes.

2.5 We may use trusted freelancers or specialist partners to help deliver the services. We remain responsible for their work.

2.6 We will respond to emails and messages within 2 Business Days, but aim to do so as soon as possible to ensure smooth, efficient service. Regular strategy and performance calls are scheduled as set out in your proposal.

3. Fees, payment and additional hours

Our Management Fee is charged monthly in advance as one collective fee, with no setup costs or hidden fees unless your proposal states them.

3.1 Your Management Fee is set out in your proposal. All fees are exclusive of VAT, which is added where applicable.

3.2 Management Fees are collected monthly in advance by direct debit. Additional works, such as extra hours or one-off projects, are charged separately via a secure payment link.

3.3 Additional hours above your agreed allowance (for example, extra SEO or content hours) are charged at the hourly rate in your proposal. We will always agree additional hours/items with you before carrying them out.

3.4 One-off projects, such as website builds, landing pages or audits, are quoted separately and may require a deposit before work begins.

3.5 If an invoice is overdue, we may pause the services until it is paid, but we will always aim to accommodate within reason.

3.6 We may review our fees, but any adjustments are discussed and confirmed between the account manager and the point of contact. 

3.7 We keep a record of all invoices on file, and copies are available on request at any time.

4. No minimum term and cancellation

Our services run on a rolling monthly basis with no long-term contract, and either side can end them with 30 days’ written notice.

4.1 Notice can be given by email at any time. The services and Management Fee continue until the end of the notice period.

4.2 Fees already paid for the current month are not refundable, as our time and planning are committed in advance.

4.3 We may end the services immediately by written notice if you fail to pay an invoice within 14 days of its due date, seriously or repeatedly breach these terms, ask us to do anything unlawful or in breach of a Third-Party Platform’s policies, or become insolvent.

4.4 Upon cancellation, one final management fee payment will be taken, and you are entitled to service until 1 month after this date, should you need anything else from us.

5. Advertising spend

Advertising Spend is paid by you directly to each platform using your own payment method, and it is never included in our Management Fee.

5.1 You set the overall Advertising Spend budget. We manage how it is allocated across campaigns within that budget to improve performance, and we will not increase your total budget without your approval.

5.2 Advertising platforms may spend above a set daily budget on some days (for example, Google Ads can spend up to twice the average daily budget on a single day), while keeping to the monthly limit. This is controlled by the platform, not by us, therefore Orchid is not responsible for any overspending caused by platform issues, glitches or mis-charges, though we will endeavour to help in such situations to the best of our ability.

5.3 You are responsible for keeping a valid payment method on each advertising account. Failed payments can pause campaigns, and we are not responsible for lost performance caused by billing issues.

5.4 Any platform charges, invalid click credits or refunds are handled between you and the platform.

6. Third-party platforms and their terms

We deliver our services through Third-Party Platforms such as Google, Meta and Microsoft, and by working with us you agree to the terms, policies and conditions of every platform we use on your behalf.

6.1 This includes, but is not limited to, the Google Ads Terms and Advertising Policies, Meta’s Terms of Service and Advertising Standards, and the Microsoft Advertising Agreement and policies. These terms can change at any time and you are responsible for keeping to the current versions.

6.2 We do not own, control or operate these platforms. They decide how ads are served, how auctions and algorithms work, what data and reporting is available, and which ads and accounts are approved.

6.3 Platforms may disapprove ads, limit delivery, restrict features, or suspend or close accounts at their own discretion. We will help you resolve these issues where we can, but we cannot guarantee any outcome and are not liable for platform decisions.

6.4 Platforms may change their features, bidding systems, reporting or policies with little or no notice. We will adapt your campaigns where needed, but we are not responsible for the impact of those changes on performance.

6.5 Some industries (for example, financial services, healthcare, legal, gambling and recruitment) have extra platform restrictions or certification requirements. You must provide any documents or certifications the platforms require.

6.6 We are not responsible for outages, data loss, tracking failures or errors caused by any Third-Party Platform or tool.

7. Account ownership and access

Every advertising, analytics and tracking account we work on belongs to you, and we act only as managers or administrators on them.

7.1 This covers accounts such as Google Ads, Meta Business Manager and Ads Manager, Microsoft Advertising, Google Analytics 4, Google Tag Manager, Google Search Console and Google Merchant Center.

7.2 Where you already have accounts, you will grant us manager or admin access. Where you do not, we will help you set them up in your business’s name, with you as the owner.

7.3 You keep full ownership of all account data, campaign history and conversion data, both during and after our work together.

7.4 You agree not to remove our access, or make significant changes to campaigns, budgets, tracking or settings, without telling us first. We are not responsible for performance issues caused by changes made by you or anyone else outside our team.

7.5 When our services end, you can remove our access. We will remove ourselves on request once all outstanding invoices are paid.

8. No guarantee of results or leads

It is in our interest for campaigns to be successful, so rest assured we’re on the same team. We work hard to improve your results, but we cannot guarantee any specific number of leads, sales, rankings, traffic or return on investment.

8.1 Because our services run on Third-Party Platforms we do not control, results depend on factors outside our influence, including platform algorithms, auction competition, search demand, seasonality, market conditions and competitor activity.

8.2 Results also depend on things within your business, such as your website, landing pages, pricing, stock, offer, how quickly you respond to enquiries and how you handle leads once they arrive.

8.3 Any forecasts, projections or estimates we give are based on available data and our experience. They are a guide, not a promise.

8.4 SEO results in particular take time to build, and search engines can change their ranking systems at any time. We do not guarantee any ranking position on any search engine.

8.5 Lead quality and conversion data is only as accurate as the tracking available. We will always aim to set up accurate tracking, but some data loss (for example, from cookie consent choices or browser restrictions) is outside our control. We are happy to assist with this where possible.

9. Client responsibilities

Good results need a working partnership, so you agree to give us what we need to do the job well and on time.

9.1 You will provide accurate information about your business, products, services, target audience and goals, and tell us promptly about any changes.

9.2 You will provide access to accounts, websites and tools we need, and approve ad copy, content or changes within a reasonable time. Delays in approvals or access may delay the services, and our fees still apply.

9.3 You are responsible for making sure your products, services, offers, claims and website are legal, accurate and meet any regulations that apply to your industry (for example, FCA, SRA, ASA or CAP Code rules).

9.4 Where you approve ad copy or content, you confirm it is accurate and lawful. Final responsibility for advertising claims sits with you.

9.5 You are responsible for your website’s privacy policy and cookie consent, and for meeting your obligations under UK GDPR and PECR.

9.6 You will tell us about any feedback on lead quality, sales or offline conversions, so we can use it to improve campaigns.

10. Content and intellectual property

Once paid for, the ad copy, content and campaign builds we create for you are yours to keep and use.

10.1 Ownership of content we create for you passes to you once the relevant invoices are paid in full.

10.2 We keep ownership of our own methods, templates, processes, tools and know-how, including anything we created before working with you.

10.3 You confirm that any logos, images, text or other materials you give us are yours or that you have permission to use them, and you will cover any claims arising from their use.

10.4 Unless you ask us not to, we may name you as a client and share anonymised or summarised results as a case study on our website or in proposals. We will never share confidential data.

11. Confidentiality and data protection

We keep your business information confidential and handle any personal data in line with UK data protection law.

11.1 Both sides agree to keep the other’s confidential information private and use it only for the services. This does not apply to information that is already public or that must be disclosed by law.

11.2 Where we process personal data on your behalf (for example, customer lists for audience targeting or lead data for offline conversion tracking), you are the data controller and we are the data processor. We will only process it on your instructions and keep it secure.

11.3 You confirm you have a lawful basis and the necessary consents to share any personal data with us and to upload it to Third-Party Platforms.

11.4 Our privacy policy explains how we handle personal data.

12. Limitation of liability

12.1 We are not liable for any loss of profit, revenue, leads, sales, business, goodwill or data, or for any indirect or consequential loss.

12.2 We are not liable for Advertising Spend, or for any loss caused by Third-Party Platforms, including ad disapprovals, account suspensions, platform errors, billing issues or policy changes.

12.3 We are not liable for losses caused by inaccurate information you provide, changes made to accounts or websites by you or third parties, or delays in giving us access or approvals.

12.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

13. Ending our work together and handover

When our services end, your accounts, campaigns and data stay with you and we make the handover as smooth as possible.

13.1 Your campaigns will keep running as they are unless you ask us to pause them before we step away.

13.2 Any outstanding invoices, including fees for the notice period and any agreed additional hours, become payable on the end date.

13.3 Clauses that by their nature should continue after the services end (including payment, intellectual property, confidentiality and liability) will continue to apply to their respective platforms.

14. General

These terms, together with your proposal, form the full agreement between us and are governed by the law of England and Wales.

14.1 We may update these terms from time to time. The latest version will always be on our website, and we will give existing clients at least 30 days’ notice of any significant change.

14.2 Neither side is liable for delays or failures caused by events outside its reasonable control, including platform outages, internet failures, illness or natural events.

14.3 If any part of these terms is found to be unenforceable, the rest will still apply.

14.4 You may not transfer your rights under these terms without our written consent.

14.5 We will always try to resolve any concern informally first, so please raise it with your account manager.

14.6 Questions about these terms can be sent to sam@orchidagency.co.uk or by post to our registered office.