Please read these terms carefully before engaging South32 Global Ltd for any services. By working with us, you agree to be bound by these terms.
Last updated: 27 March 2026
1.1. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you") and South32 Global Ltd, a company registered in England and Wales under Company No. 14668758, with its registered office in London ("South32 Global", "we", "us", "our").
1.2. By engaging our services, signing a proposal or statement of work, or otherwise instructing us to commence work on your behalf, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety.
1.3. We reserve the right to update or modify these Terms at any time. Any material changes will be communicated to existing clients in writing. Continued use of our services following such notification constitutes acceptance of the revised Terms.
1.4. These Terms apply to all services provided by South32 Global unless expressly superseded by a separate written agreement executed by both parties.
2.1. South32 Global is a London-based digital marketing agency offering a range of services, including but not limited to:
2.2. The specific scope, deliverables, timelines, and fees for each engagement will be outlined in a separate proposal or statement of work ("SOW") agreed upon by both parties prior to the commencement of work.
2.3. We do not guarantee specific results, rankings, traffic volumes, or revenue outcomes. Digital marketing performance is influenced by numerous external factors beyond our reasonable control, including search engine algorithm changes, market conditions, and competitor activity.
2.4. All services are provided in accordance with applicable UK laws and regulations, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
3.1. The Client agrees to the following obligations to ensure the effective delivery of services:
3.2. South32 Global shall not be liable for any delays, deficiencies, or failures in service delivery that arise directly from the Client's failure to fulfil these obligations.
4.1. All pre-existing intellectual property belonging to the Client shall remain the property of the Client. Similarly, all pre-existing intellectual property belonging to South32 Global, including proprietary tools, methodologies, frameworks, templates, and software, shall remain the property of South32 Global.
4.2. Upon receipt of full payment for the relevant services, the Client shall be granted a non-exclusive, perpetual licence to use the deliverables created specifically for the Client under the agreed SOW, solely for the purposes contemplated by the engagement.
4.3. South32 Global retains the right to use general knowledge, skills, techniques, concepts, and experience acquired during the performance of services for other clients, provided that no confidential information of the Client is disclosed.
4.4. Unless otherwise agreed in writing, South32 Global may reference the Client's name, logo, and a general description of the services provided in marketing materials, case studies, and portfolio presentations. The Client may opt out of this provision by providing written notice.
4.5. The Client warrants that any materials provided to South32 Global for use in delivering the services do not infringe the intellectual property rights of any third party. The Client shall indemnify South32 Global against any claims, losses, or expenses arising from any breach of this warranty.
5.1. Fees for services will be set out in the applicable SOW or proposal. All fees are quoted in British Pounds Sterling (GBP) unless otherwise specified.
5.2. Invoices will be issued in accordance with the billing schedule specified in the SOW. Unless otherwise agreed, invoices are payable within 14 days of the invoice date.
5.3. All fees are exclusive of Value Added Tax (VAT), which will be charged at the applicable rate where required by law.
5.4. Late payments shall incur interest at a rate of 4% above the Bank of England base rate, calculated on a daily basis from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5.5. South32 Global reserves the right to suspend or cease the provision of services in the event of non-payment. Services will resume upon receipt of all outstanding amounts, including any accrued interest and reasonable administration fees.
5.6. Any additional work requested by the Client that falls outside the scope of the agreed SOW will be subject to a separate quotation and must be approved by the Client in writing before commencement.
5.7. Third-party costs, including but not limited to advertising spend, software licences, stock imagery, domain registrations, and hosting fees, are the responsibility of the Client and are not included in South32 Global's service fees unless expressly stated in the SOW.
6.1. To the fullest extent permitted by law, South32 Global's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to South32 Global in the 12-month period immediately preceding the event giving rise to the claim.
6.2. South32 Global shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, regardless of whether such damages were foreseeable or whether South32 Global was advised of the possibility of such damages.
6.3. South32 Global shall not be liable for any loss, damage, or delay arising from circumstances beyond its reasonable control, including but not limited to changes to search engine algorithms, third-party platform policy changes, internet service disruptions, acts of God, government actions, pandemics, or force majeure events.
6.4. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
6.5. The Client acknowledges that digital marketing involves inherent risks and uncertainties, and that past performance is not indicative of future results. South32 Global provides its services on an "as is" basis and makes no warranties, express or implied, regarding the outcomes of any campaign or strategy.
7.1. Either party may terminate the engagement by providing 30 days' written notice to the other party, unless a different notice period is specified in the applicable SOW.
7.2. South32 Global may terminate the engagement immediately by written notice if:
7.3. Upon termination, the Client shall pay South32 Global for all services performed and expenses incurred up to the date of termination. Any pre-paid fees for services not yet delivered will be refunded on a pro-rata basis, less any costs already committed by South32 Global on behalf of the Client.
7.4. Upon termination, South32 Global will provide reasonable assistance to facilitate the orderly transition of services, subject to payment of all outstanding fees. This includes the transfer of access credentials, campaign data, and deliverables to which the Client is entitled.
7.5. Sections relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive the termination of these Terms.
8.1. Each party agrees to keep confidential all information received from the other party that is designated as confidential or that reasonably ought to be considered confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").
8.2. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except where disclosure is required by law, regulation, or court order.
8.3. Each party shall use the other party's Confidential Information solely for the purposes of fulfilling its obligations under these Terms and shall take all reasonable measures to protect the confidentiality of such information, applying no less care than it uses to protect its own confidential information.
8.4. The obligations of confidentiality set out in this section shall continue for a period of two (2) years following the termination of the engagement.
9.1. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.
9.2. The parties agree to attempt to resolve any dispute arising under these Terms through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, either party may refer the matter to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
9.3. If the dispute is not resolved through mediation within 60 days of the referral, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
9.4. Nothing in this section shall prevent either party from seeking interim injunctive relief or other equitable remedies from the courts at any time.
10.1. For any questions, concerns, or notices relating to these Terms, please contact us using the details below.
South32 Global Ltd
10.2. All formal notices under these Terms must be delivered in writing by email or recorded delivery post to the addresses specified above, or to such other address as either party may notify the other in writing from time to time.