1. Definitions

In this Agreement, unless the context otherwise requires:

• "Services" means the marketing services provided by the Agency including ad creation, campaign management, sales outreach, and lead generation.

• "Customer" means any individual responding to marketing generated by the Agency.

• "Deposit" means any upfront payment taken from Customers via telephone by the Agency or its sales team (including contractors such as Setters).

• "Treatment" means any cosmetic, aesthetic, or medical procedure offered by the Client.

• "Contractors" means any subcontractors or freelance personnel engaged by the Agency, including but not limited to Setters, appointment bookers, and sales staff.

2. Scope of Services

The Agency agrees to provide the following services:

• Strategy, creation, and management of Meta (Facebook/Instagram) ad campaigns;

• Video and image ad creative production;

• Collection of Customer details and deposits via phone calls by the Agency’s team and/or contractors;

• Delivery of qualified leads to the Client for fulfilment.

3. Client Responsibilities

The Client agrees to:

• Fulfil all treatments and services booked through the Agency’s marketing efforts;

• Ensure compliance with UK advertising regulations, including CAP Code and ASA guidelines;

• Be solely responsible for up selling additional services or procedures (including but not limited to fat injections or medical treatments);

• Provide accurate, lawful, and compliant product/service information.

4. Fees and Payment Terms

1. The Client agrees to pay a monthly retainer fee of £1,000, regardless of the commission structure selected.

2. The Parties may agree to one of the following commission structures, in addition to the monthly retainer:

   • 2.1 Package A: The Agency shall receive a commission equal to 15% of sales generated through the Services each month.

   • Commission Threshold
     Related to option A - No commission will be invoiced on revenue under £2,000, calculated after ad spend has been deducted. Commission will only apply to qualifying revenue that exceeds this threshold. The retainer covers our service fees and does not include or count toward your ad spend.

   • Ad spend refers to the advertising costs you pay directly to the platforms, such as Facebook.

   • 2.2 Package B: The Agency shall collect a £29.99 deposit from each Customer as part of the lead generation process. This deposit shall be retained by the Agency as commission. The Client will receive the remaining payment(s) from the Customer, if any.

3. Any deposits or payments collected from Customers by the Agency shall be transferred to the Client minus any agreed commission or service fee, unless retained under Package B as commission.

4. All invoices are payable within 14 days of issue unless otherwise agreed in writing.

5. Deduction of Ad Spend

   The Client funds all advertising spend directly. As a courtesy, the Agency will deduct the total ad spend amount from the monthly sales revenue before calculating and invoicing the commission. This deduction applies only to ad spend and does not affect the monthly retainer fee.

5. Term and Termination

Term and Termination

This Agreement begins on the date it is signed by the Client and will continue on a rolling month-to-month basis.

The Agreement will automatically renew each month unless either party provides thirty (30) days’ written notice of termination.

An initial onboarding fee of £1,000 is payable upon signing. This fee covers video production, ad setup and creation, and CRM integration.

If the Client cancels the Services, the monthly retainer will cease at the end of the 30-day notice period. However, the Agency reserves the right to invoice a 20% commission on any revenue generated from leads that originated during the working term, including up to sixty (60) days after the Agreement ends. This applies even if the related bookings or sales occur after services have ceased.

The Agency also reserves the right to contact any leads or customers directly, including those who do not attend their appointments, in order to facilitate rebooking and maximise revenue potential.

6. Intellectual Property

• All ad creatives, sales scripts, and campaign materials produced by the Agency remain the property of the Agency unless otherwise agreed in writing;

• The Client retains ownership of their branding, logos, and proprietary content provided for use in campaigns.

• All video footage filmed will be provided to the Client in its raw format, at no additional cost, as a gesture of goodwill.

7. Data Protection (GDPR)

• The Client is the Data Controller of Customer data; the Agency acts as Data Processor;

• The Agency and its contractors will process data only as necessary to fulfil the Services;

• Both parties agree to comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

8. Limitation of Liability and Indemnity

8.1 The Agency acts solely as a marketing service provider and does not make, endorse, or offer any representations, claims, or guarantees regarding the Client’s services, including but not limited to medical, aesthetic, or cosmetic procedures offered by the Client.

8.2 The Client accepts full responsibility for the accuracy, legality, and regulatory compliance of all services, treatments, and claims made within the marketing materials created by the Agency.

8.3 The Client shall indemnify and hold harmless the Agency, its directors, employees, and contractors (including but not limited to sales agents and Setters) from and against any and all claims, liabilities, damages, costs, or expenses (including legal fees) arising out of or related to:

• (a) any injury, loss, or damage suffered by a Customer as a result of the Client’s services or procedures;

• (b) any claim of negligence, misrepresentation, or malpractice brought against the Client;

• (c) any regulatory, legal, or compliance issues related to the promotion or provision of the Client’s services.

8.4 Under no circumstances shall the Agency, or any of its employees or contractors, be held liable for any indirect, incidental, special, or consequential damages arising from or related to the services provided under this Agreement.

8.5 Limitation of Liability Cap

Except in cases of gross negligence, wilful misconduct, or liability that cannot be excluded by law, the Agency’s total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to the Agency in the three (3) months preceding the event giving rise to the claim.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the English courts.

10. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether written or oral.