Terms and Conditions
Updated 2nd June 2025
These Terms and Conditions ("Terms") govern the relationship between @ntrnl ("Agency", "we", "us", or "our") and you or the entity you represent ("Client", "you", or "your") regarding the provision of marketing automation, strategy, and client acquisition services.
By engaging our services, you agree to be bound by these Terms. If you do not agree to any part of these Terms, you should not use our services.
1. Services Overview
@ntrnl provides marketing, automation and client acquisition services, including but not limited to:
Marketing and lead generation strategy and implementation
Lead sourcing and prospect research
Copywriting and messaging frameworks
AI and Automation system setup and optimisation
Marketing diagnostics and strategy consulting
Campaign execution and management
The specific services to be provided are detailed in your engagement agreement, proposal, or Statement of Work ("SOW"). Our engagement is limited to services explicitly outlined in these documents.
2. Scope of Work & Engagement Terms
2.1 Defined Scope
The Agency will deliver only the services specified in your SOW or engagement agreement. Any requests outside this scope are considered change orders and require written agreement and separate fees.
2.2 Client Responsibilities
Your success depends on your active participation.
You agree to:
Provide timely access to necessary business information, accounts, and platforms
Respond to Agency requests within agreed timeframes (typically 2-3 business days)
Provide clear feedback on deliverables within the review period
Make decisions on strategic recommendations promptly.
Maintain accurate information about your business, target market, and operational constraints
Ensure you have the authority to approve the use of your business data, messaging, and brand materials
Delays in your response times may extend project timelines accordingly.
2.3 Revision Limits
Unless otherwise specified in your SOW, all service packages include a defined number of revision rounds. Additional revisions beyond the agreed limit will incur additional fees at our standard hourly rate or as a separate change order.
3. Timeline & Delivery
3.1 Project Timelines
Project timelines are estimates based on:
Scope complexity
Client responsiveness and feedback turnaround
Third-party dependencies (platform access, integrations, etc.)
Information availability
We will provide an estimated timeline in your SOW. However, timelines are subject to change if:
Client fails to provide required information or feedback within agreed timeframes
Scope changes or expansions occur
Technical issues arise with platforms or integrations
Client requests significant changes to project direction
3.2 Delivery Standards
We commit to delivering work that:
Meets the specifications outlined in your SOW
Reflects industry best practices for marketing automation and outreach
Is tested and reviewed before delivery (except where real-time execution is required)
We do not guarantee specific results (lead volume, conversion rates, or revenue generated), as these depend on market conditions, your execution quality, and factors outside our control.
3.3 Rush Requests
Rush or expedited work may be subject to rush fees and require written confirmation of timeline feasibility before proceeding.
4. Payment Terms & Billing
4.1 Service Fees
Service fees are as quoted in your proposal or SOW. Fees vary based on:
Service complexity and scope
Project duration
Resource allocation
Market and customisation level
4.2 Payment Structure
Unless otherwise agreed in writing:
Diagnostic/Single Projects: 50% deposit upon engagement, 50% upon delivery
Ongoing Services: Invoice issued monthly in advance; payment due within 7 days of invoice
Retainer Services: Payment due within 7 days of invoice date
4.3 Late Payments
Invoices not receiving payment within 7 days of the due date will:
Accrue late fees of 1.5% per month (18% annually) or the maximum allowed by law, whichever is lower
Trigger suspension of services until payment is received
May result in immediate termination of engagement
4.4 Expenses & Additional Costs
Certain services may incur additional expenses, including but not limited to:
Third-party tool subscriptions (Manus AI, Atlas Browser, etc.)
Platform advertising spend or promotional credits
API costs or data services
Integrations with your existing software
These will be outlined in your SOW or invoice and are in addition to service fees unless otherwise specified.
4.5 Refund Policy
All fees are non-refundable once work has commenced. If you terminate the agreement:
You remain responsible for all work completed and expenses incurred up to the termination date
The Agency will bill on a pro-rata basis for in-progress work
You forfeit any unused portions of prepaid fees or retainer credits
4.6.1 Non-Refundable Deposits
All deposits are non-refundable under any circumstances once paid. Deposits compensate the Agency for reserving capacity, allocating resources, and initiating strategic work.
4.6.2 No Refunds Based on Performance Outcomes
Client acknowledges that marketing and client acquisition results depend on numerous factors outside the Agency’s control, including market conditions, offer quality, sales execution, pricing, competition, and prospect behaviour.
Accordingly:
No refunds shall be issued based on dissatisfaction with lead volume, conversion rates, revenue outcomes, or return on investment.
No refunds shall be issued where services have been delivered in accordance with the agreed Scope of Work.
Client understands that performance variability does not constitute failure of service delivery.
5. Intellectual Property & Ownership
5.1 Work Product Ownership
Upon receipt of full payment:
Strategy, frameworks, methodologies, and processes developed by the Agency remain Agency property. You receive a licence to use them for your business purposes.
Deliverables created specifically for you (copy, campaigns, research, systems built in your accounts) become your property.
Agency templates, tools, and proprietary methodologies remain Agency intellectual property and may not be shared, resold, or repurposed without written permission.
5.2 Pre-Existing IP
Any tools, templates, or processes that existed before your engagement remain Agency property. You are granted a non-exclusive license to use them as part of your engagement.
5.3 Your Content
You retain ownership of all content, data, and materials you provide to the Agency. You grant the Agency a limited licence to use these materials solely for the purpose of delivering services under this agreement.
5.4 Attribution & Case Studies
The Agency reserves the right to:
Use your company name and general results (with your permission) in case studies, testimonials, or portfolio materials
Reference the engagement in marketing materials (without disclosing confidential details)
You may opt out of this by notifying us in writing, though we appreciate case study participation.
6. Confidentiality
6.1 Confidential Information
Both parties agree to maintain the confidentiality of:
Business strategies, plans, and financial information
Customer lists, prospect data, and leads
Proprietary processes and methodologies
Login credentials and account access information
6.2 Permitted Disclosures
Either party may disclose confidential information:
To employees, contractors, or service providers who need access to perform work
When legally required by court order or regulatory authority (with notice when possible)
In aggregate form that does not identify the other party
6.3 Data Protection
The Agency will handle all client data in compliance with applicable data protection laws (including GDPR, CCPA, and UK data protection regulations). Client data will not be sold, shared, or used for any purpose beyond service delivery without explicit written consent.
7. Warranties & Limitations
7.1 Agency Warranties
The Agency warrants that:
Services will be performed in a professional and competent manner
We have the right to grant intellectual property licences as outlined
We will not knowingly violate any third-party intellectual property rights
We will maintain the confidentiality of your information
7.2 Disclaimer of Results
The Agency does not guarantee:
Specific lead volumes, conversion rates, or revenue outcomes
Performance of advertising campaigns or platform algorithms
Results based on market conditions or client execution
That prospects will respond to outreach or convert to customers
Marketing outcomes depend on numerous factors outside the Agency's control, including market conditions, competitive landscape, client execution, and prospect behaviour.
7.3 "As-Is" Disclaimer
Services are provided "as-is." The Agency makes no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
7.4 Third-Party Platforms
The Agency is not responsible for:
Downtime or changes to third-party platforms (Google, Meta, LinkedIn, etc.)
Account suspensions or policy violations by Client
API changes or deprecations
Technical issues outside our control
7.5 Force Majeure
Neither party shall be liable for any failure or delay in performance under this agreement to the extent such failure or delay is caused by events beyond that party’s reasonable control, including but not limited to:
Platform bans, account suspensions, or policy changes by third-party platforms (including but not limited to Google, Meta, LinkedIn, email service providers, or advertising networks)
AI tool shutdowns, API deprecations, pricing changes, or technical limitations imposed by third-party providers
Regulatory changes, legal restrictions, or enforcement actions affecting marketing, advertising, data usage, or outreach activities
Internet outages, hosting failures, or technical infrastructure breakdowns
Acts of government, economic shutdowns, labour disputes, natural disasters, or other force majeure events
If such an event occurs, the affected party shall notify the other as soon as reasonably practicable. Performance obligations shall be suspended for the duration of the force majeure event.
Force majeure shall not relieve Client of its obligation to pay for services already performed or fees accrued prior to the event.
8. Limitation of Liability
8.1 Liability Cap
Except for breach of confidentiality or intellectual property infringement, the Agency's total liability shall not exceed the total fees paid by Client in the 12 months preceding the claim.
8.2 Excluded Damages
Neither party shall be liable for:
Indirect, incidental, or consequential damages
Lost profits, revenue, or business opportunity
Lost data or system downtime
Punitive or exemplary damages
This applies even if advised of the possibility of such damages.
8.3 Client Responsibility
Client is responsible for:
Maintaining backups of all data and systems
Reviewing all deliverables for accuracy before deployment
Compliance with platform terms and applicable laws
Performance of the deliverables in your business environment
8.4.1 Client Indemnification
Client agrees to indemnify, defend, and hold harmless the Agency, its directors, officers, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:
Any misrepresentation, false claims, or misleading statements made by Client in advertising, messaging, or promotional materials
Any violation of applicable laws or regulations in connection with Client’s business operations, including but not limited to data protection, consumer protection, and advertising laws
Use of contact lists, prospect data, or marketing materials supplied by Client that violate applicable regulations (including GDPR, CAN-SPAM, PECR, or similar laws)
Intellectual property infringement arising from materials, branding, content, or data provided by Client
Client’s failure to comply with third-party platform terms and conditions
8.4.2 Agency Indemnification
The Agency agrees to indemnify Client against claims arising solely from:
The Agency’s intentional misconduct
The Agency’s knowing infringement of third-party intellectual property rights in materials created independently by the Agency
This indemnification shall not apply to materials modified by Client or used outside the agreed scope.
9. Termination
9.1 Termination by Client
Client may terminate this engagement with:
For-Cause Termination: Immediate termination if the Agency materially breaches these Terms and fails to cure within 15 days of written notice
For-Convenience Termination: With 30 days' written notice; Client remains responsible for all work completed and expenses incurred through the termination date
9.2 Termination by Agency
The Agency may terminate with:
For-Cause Termination: Immediate termination if Client materially breaches payment terms or these Terms and fails to cure within 15 days of written notice
For-Convenience Termination: With 30 days' written notice; Client remains responsible for all fees through the notice period
9.3 Effects of Termination
Upon termination:
Client remains responsible for all invoiced work and expenses
The Agency will transition information and access as reasonably practical
All confidentiality obligations survive termination indefinitely
Intellectual property ownership terms continue as specified in Section 5
10. Representations & Warranties
10.1 Client Representations
You represent and warrant that:
You have the authority to enter into this agreement
You own or have permission to use all materials you provide
Your use of the services complies with all applicable laws
You will not use services for illegal, unethical, or deceptive purposes
You will not violate any third-party rights in connection with this engagement
10.2 Agency Representations
The Agency represents and warrants that:
We have the authority to enter into this agreement
Services will be performed in a professional manner
We will comply with all applicable laws
11. Dispute Resolution
11.1 Informal Resolution
Before pursuing formal action, both parties agree to attempt informal resolution through good-faith discussion between the Client's primary contact and the Agency's leadership.
11.2 Mediation
If informal resolution fails, either party may initiate mediation before pursuing arbitration or litigation.
11.3 Governing Law & Jurisdiction
These Terms are governed by the laws of England and Wales (or the jurisdiction in which your business is registered). Both parties consent to the exclusive jurisdiction of the courts in that location.
11.4 Arbitration (Optional)
As an alternative, disputes may be resolved through binding arbitration under the JAMS or ICDR rules (mutually agreed) rather than court proceedings.
12. General Provisions
12.1 Entire Agreement
These Terms, along with your SOW and engagement agreement, constitute the entire agreement between the parties. Any prior discussions or representations are superseded.
12.2 Amendments
No amendment to these Terms is valid unless made in writing and signed by both parties.
12.3 Severability
If any provision is found invalid or unenforceable, all other provisions remain in effect.
12.4 Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other.
12.5 Assignment
The Client may not assign this agreement without Agency consent. The Agency may assign to a successor business or subsidiary with notice.
12.6 Relationship
This is an independent contractor relationship. Neither party is an employee, agent, or partner of the other.
12.7 Notices
All notices should be sent to:
@ntrnl Postcode: M50 3BU | [email protected]
Or to the address/email you designate in writing.
13. Specific Service Addenda
13.1 Advertising & Paid Campaign Services
When managing advertising accounts or campaigns:
Provide accurate contact information and prospect lists
Allow the Agency to conduct competitive research on competitors and market positioning
Review and approve messaging before deployment to prospects
Accept responsibility for prospect response management post-delivery
Comply with all email regulations (CAN-SPAM, GDPR, etc.)
Client maintains ownership of advertising accounts and platform access
Client is responsible for platform compliance and policy adherence
The Agency will not be liable for account suspensions due to Client violations
Budget spend is Client responsibility; the Agency is not responsible for ROI guarantees
13.2 Data & Research Services
When providing competitive research or prospect research:
Research is based on publicly available information
Accuracy depends on source reliability; the Agency does not warrant 100% accuracy
Client is responsible for verification and validation of data before use
Data may not be used for purposes beyond agreed service delivery
14. Contact & Support
For questions regarding these Terms or your engagement, contact:
@ntrnl Support
[email protected]
We commit to responding to enquiries within 2 business days.
15. Acknowledgment
By engaging our services, you acknowledge that:
You have read and understood these Terms
You agree to be bound by them
You have the authority to bind your organisation
You understand the scope, limitations, and outcomes of our services
Changes to these Terms: We may update these Terms as needed. Material changes will be provided with 30 days' notice. Continued use of our services after notice constitutes acceptance.
End of Terms and Conditions
