These Terms of Business apply to professional services supplied by Abigail Janet Cooke, trading as Abigail Cooke, to business clients. They apply unless a written proposal, statement of work or other agreement says otherwise. If there is a conflict, the written project agreement takes priority.
Services and scope
The agreed services, deliverables, timing, responsibilities, fees and assumptions will be set out in writing before delivery begins. Any request outside the agreed scope may require a revised timetable, fee or written variation.
I will use reasonable skill and care in providing the agreed services. I do not guarantee search rankings, traffic, enquiries, sales, revenue, return on investment or a particular business outcome.
Client responsibilities
The client is responsible for providing accurate, timely information, approvals, access, materials and decisions needed for the agreed services. The client confirms that it has the right to provide any information, data, content, accounts or systems access it gives to me.
Delays caused by missing information, approvals or access may affect timing and may require the scope or fee to be reviewed.
Fees and payment
Fees, expenses, payment terms and any deposit or retainer arrangements will be stated in the project agreement or invoice. I am not currently registered for VAT, so no VAT is charged. If I become registered, VAT will be charged at the applicable rate and shown separately on invoices.
The client must pay invoices by the stated due date. I may pause work, delay delivery or withhold access to deliverables where an undisputed invoice remains overdue, after giving reasonable notice.
Intellectual property
Each party keeps ownership of material it owned before the engagement. On full payment of all amounts due for the relevant deliverable, the client receives the intellectual-property rights or licence expressly stated in the project agreement.
Third-party materials, software, stock assets, platforms and licences remain subject to their own terms. The client is responsible for the ongoing cost and compliance of any third-party service it chooses to use, unless the project agreement says otherwise.
Confidentiality
Each party must keep the other’s confidential information secure and use it only for the engagement, except where disclosure is required by law or the information is already public through no breach of confidence.
I will not use a client’s name, logo, data, work or outcomes publicly without recorded permission.
Data protection
Each party is responsible for complying with applicable data-protection law in relation to personal data it handles. Where the services require a separate data-processing agreement, the parties will agree one before the relevant processing begins.
The client must not provide special-category personal data, personal data of children or confidential third-party data unless this has been agreed in writing and the appropriate safeguards are in place.
Third-party platforms and AI tools
The services may involve third-party platforms or tools, including analytics, search, hosting, automation or AI systems, where agreed. Their availability, output and policies are outside my control. I will use reasonable judgement in recommending or configuring them, but the client remains responsible for decisions made from the outputs and for maintaining appropriate access, review and governance after handover.
Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.
Subject to that, neither party is liable to the other for indirect or consequential loss, loss of profits, loss of revenue, loss of business opportunity, loss of goodwill or anticipated savings. Any remaining liability is limited to the fees paid by the client for the services giving rise to the claim in the 12 months before the event that gave rise to it.
Ending an engagement
Either party may end an ongoing engagement in accordance with the notice period in the project agreement. Either party may end the engagement immediately if the other commits a material breach and does not remedy it within a reasonable written notice period, where the breach can be remedied.
On termination, the client must pay for services and committed costs incurred up to the end date. Any handover will be provided in accordance with the agreed scope and payment status.
Governing law
These terms are governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction, except where applicable law says otherwise.
Contact and formal notices
For service enquiries, email info@abigailcooke.com.
Any formal notice under these terms may be given by email: to me at info@abigailcooke.com, or to the client at the email address given in the project agreement. A notice sent by email is treated as received on the next working day after it is sent, unless the sender receives a delivery failure message. A postal address for service is available on request.