Last Updated: 30 September 2025
Welcome to 5sum, a digital consultancy operated by FIVE SUM LTD (“we”, “us”, “our”).
These Terms of Use explain how you — a business or professional entity (“you”, “the Client”) — may access and use our website and services.
By using our site or engaging our consultancy, you agree to these Terms, which form a legally binding agreement between you and FIVE SUM LTD.
This summary is provided for convenience only. The detailed Terms below form the binding legal agreement.
Our website and services are provided exclusively for business-to-business (B2B) purposes.
They are not intended for consumer use, and consumer protection laws — including the UK Consumer Rights Act 2015 — do not apply.
We perform our services with professional skill, care, and diligence, but outcomes depend on factors outside our control.
We therefore do not guarantee specific results, such as:
Marketing performance varies due to market conditions, platform algorithms, and your own implementation.
We retain ownership of all intellectual property in our work until full payment has been received.
Once payment clears, all rights in the final deliverables transfer to you as stated in your contract.
Unless agreed otherwise in writing, 5sum may display non-confidential work — for example, completed websites or campaign assets — in our portfolio, case studies, or marketing materials.
Our total liability under these Terms or any related contract is capped at the greater of the contract value or £10,000, in accordance with English law.
We are not liable for:
Our services often rely on external tools, APIs, or integrations (e.g., Google, Meta, LinkedIn).
Those providers’ own terms apply independently.
We are not responsible for downtime, restrictions, or losses arising from third-party systems.
These Terms are governed by the laws of England and Wales.
Disputes will be handled in the courts of England and Wales, unless both parties agree in writing to resolve them through confidential arbitration.
We uphold strict standards of confidentiality, ethics, and data protection under the UK GDPR, Data Protection Act 2018, and relevant international laws.
Your data and privacy are handled with care, transparency, and professional integrity.
Company Name: FIVE SUM LTD
Trading Name: 5sum
Company Number: 15498273
Registered Office: 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom
Contact Email: support@5sum.com
Website: https://www.5sum.com
FIVE SUM LTD (“5sum”) is a UK-based boutique consultancy providing brand strategy, marketing, digital media, and creative advisory services to professional and enterprise clients.
For all legal or contractual correspondence, please contact us at support@5sum.com.
These Terms of Use (“Terms”) govern:
By any of the following actions:
you agree to be legally bound by these Terms.
If you do not agree, please discontinue use of the Site and Services immediately.
These Terms apply in addition to any specific Service Agreement, Statement of Work (SOW), or Proposal signed between you and 5sum.
If any provision of these Terms conflicts with a signed agreement, the signed agreement will take precedence for that engagement.
5sum operates exclusively as a business-to-business (B2B) consultancy.
All Services and communications are directed to businesses, organisations, and professional clients, not to individual consumers.
By engaging 5sum or using our Site, you represent and warrant that:
Accordingly:
These Terms are organised into twenty-three (23) sections for clarity and ease of reference. Each section addresses a distinct aspect of your relationship with FIVE SUM LTD (“5sum”) and governs how our website and professional services are used.
Section | Scope and Summary |
1. Who We Are & Applicability | Explains the identity of FIVE SUM LTD (“5sum”), the nature of these Terms, and when they apply. |
2. Acceptance of Terms & Changes | Sets out how you accept these Terms and how updates or revisions may occur over time. |
3. Permitted Use of the Website (Acceptable Use Policy) | Defines acceptable and prohibited uses of the 5sum website, including lawful access, restrictions, and conduct standards. |
4. Intellectual Property on the Site | Clarifies ownership and permitted use of intellectual property published on the website. |
5. Services Engagement Model | Describes how professional engagements are formed, including proposals, Statements of Work (SOWs), and contractual scope. |
6. Change Control & Project Adjustments | Explains how any change in project scope, requirements, or budget is formally requested and approved. |
7. Client Responsibilities | Outlines your obligations during project delivery, such as providing timely information, access, and approvals. |
8. Deliverables & Acceptance | Details how deliverables are produced, reviewed, and approved, including revision rounds and acceptance procedures. |
9. Fees, Invoicing & Taxes | Covers pricing models, invoicing schedules, deposits, taxes, late payments, and related financial terms. |
10. Intellectual Property in Deliverables | Defines ownership, licensing, and transfer of IP in project deliverables after payment. |
11. Third-Party Platforms & Dependencies | Addresses integrations and reliance on third-party software, APIs, or marketing platforms. |
12. Data Protection, Privacy & Security | Summarises data-handling obligations under UK GDPR and outlines how client and user data are protected. |
13. AI-Assisted Content and Open-Source Usage | Describes how AI and open-source tools may be used responsibly within projects, with confidentiality safeguards. |
14. Marketing Performance and SEO/SEM Disclaimers | Sets expectations for marketing performance, analytics accuracy, and the limits of outcome guarantees. |
15. Accessibility & Other Compliance | Explains accessibility standards, legal compliance duties, and ethical or environmental responsibilities. |
16. Confidentiality & Non-Solicitation | Protects confidential information and restricts recruitment or solicitation between parties. |
17. Warranties & Disclaimers | Defines service warranties, client warranties, exclusions, and the scope of liability. |
18. Indemnities | Establishes mutual indemnification responsibilities for IP, client materials, and third-party claims. |
19. Limitation of Liability | Caps financial liability, excludes indirect losses, and sets out proportional risk allocation. |
20. Termination & Suspension | Outlines how either party may suspend or terminate the agreement, including notice periods and effects. |
21. Compliance with Laws (Export, Anti-Bribery, Anti-Slavery, etc.) | Confirms adherence to laws on anti-corruption, sanctions, modern-slavery, and ethical business practices. |
22. Governing Law & Dispute Resolution | Specifies that English law governs these Terms and sets out structured dispute-resolution procedures. |
23. Miscellaneous | Contains general provisions such as entire agreement, amendments, assignment, notices, and force majeure. |
These sections collectively form the complete Terms of Business governing your use of the 5sum website and any professional engagement with FIVE SUM LTD.
You are encouraged to review them carefully before engaging our Services or sharing any business information.
You indicate your acceptance of these Terms by any of the following actions:
(a) using or accessing our website (including browsing, submitting information, or otherwise interacting with our Site);
(b) signing, electronically approving, or otherwise agreeing to a Service Proposal, Quotation, or Statement of Work (“SOW”) that references these Terms; or
(c) continuing to engage 5sum after being provided with or directed to these Terms.
If you are accepting these Terms on behalf of a company, organisation, or other entity, you represent and warrant that you have the legal authority to bind that entity to these Terms.
If you do not have such authority, or do not agree to these Terms, you must not use the Site or engage our Services.
We may update or modify these Terms periodically to reflect operational, legal, or regulatory changes.
For website usage, the most recent version of these Terms will always be available on our Site, with the “Last Updated” date displayed at the top.
For ongoing service engagements, we will not unilaterally alter any commercial, financial, or deliverable-related terms of an active project without mutual written agreement.
However, we may make reasonable updates to legal, compliance, or administrative provisions (for example, changes to privacy, data handling, or applicable law references).
If we make such changes, we will notify clients in advance (e.g., by email).
Where a separate signed Master Services Agreement (MSA) or contract exists between you and FIVE SUM LTD, any conflicting or inconsistent provisions in that signed agreement will take precedence over these Terms.
You agree that your electronic acceptance — including by ticking a checkbox, clicking “I Agree”, confirming via email, or continuing to use our Site or Services — constitutes your binding consent to these Terms.
Such electronic acceptance is legally equivalent to a handwritten signature, in accordance with the UK Electronic Communications Act 2000 and other applicable electronic signature laws.
We grant you a limited, revocable, non-exclusive, and non-transferable license to access and use the public areas of the 5sum website solely for legitimate business information purposes — for example:
• learning about our services and expertise;
• contacting us through our official channels; or
• applying for careers or collaboration opportunities.
No other rights are granted. You may not copy, modify, redistribute, resell, or commercially exploit any portion of the Site or its content without prior written permission from FIVE SUM LTD.
You agree not to engage in any of the following activities while using our Site:
(a) Violation of Law
Use of the Site in any unlawful manner or for any unlawful purpose, including violation of applicable UK, EU, or international laws and regulations (such as data-protection, intellectual-property, or export-control laws).
(b) Interference or Security Abuse
Attempting to compromise the Site’s operation or security — such as by introducing viruses, worms, or malicious code; attempting to gain unauthorised access to servers, databases, or accounts; conducting denial-of-service (DoS) attacks; or probing for vulnerabilities without authorisation.
(c) Data Mining or Automation
Using any robot, spider, crawler, scraper, or automated means to access, monitor, or copy the Site or its content — except for publicly available search-engine indexing that complies with our robots.txt.
Manual or automated extraction of data, code, or metadata without permission is strictly prohibited.
(d) Misrepresentation or Impersonation
Falsely representing your identity, affiliation, or relationship with 5sum or any third party.
You must not frame, mirror, or deep-link to our Site in a way that implies sponsorship, partnership, or endorsement by 5sum without prior written consent from FIVE SUM LTD.
(e) Abusive or Inappropriate Content
Submitting, transmitting, or posting any material through our Site or contact forms that is defamatory, obscene, threatening, harassing, infringing, or otherwise unlawful.
Although our Site is primarily informational and does not host public user-generated content, any communication you send to us must remain professional, lawful, and respectful.
Violations of these prohibitions may result in immediate termination of your permission to use the Site and may expose you to civil or criminal liability.
Additional behavioural standards are outlined in our internal Acceptable Use Policy (Annex 6).
You must not reverse-engineer, decompile, disassemble, or attempt to derive source code from any part of the Site, nor modify, adapt, or create derivative works from it.
You must not conduct or commission penetration tests, vulnerability scans, or security assessments of the Site or our systems without our express prior written authorisation.
Unauthorised testing or interference may constitute a criminal offence under the UK Computer Misuse Act 1990.
Access to our public website is currently provided free of charge.
We do not guarantee that the Site — or any content on it — will always be available, uninterrupted, or error-free.
5sum may suspend, restrict, or withdraw all or any part of the Site at any time for maintenance, business, or operational reasons without liability or prior notice.
The Site is not directed to children.
You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Site or submit personal information.
If you are using the Site on behalf of a company or organisation, you confirm that you are duly authorised to act and make representations on its behalf.
Unless otherwise indicated, 5sum is the owner or licensee of all intellectual property rights in this website and its contents, including (but not limited to) text, copy, graphics, logos, icons, illustrations, imagery, photographs, audio and video materials, case studies, whitepapers, data compilations, design, layout, user interface, and underlying source code (collectively, the “Site Content”).
These works are protected by copyright, trademark, design-right, and database-right laws in the United Kingdom, the European Union, and internationally.
All trademarks, service marks, trade names, and trade dress belonging to FIVE SUM LTD — including the 5sum name and logo — remain the exclusive property of FIVE SUM LTD.
All rights are expressly reserved.
You may view, print, and download limited portions of the Site Content for your own internal business use and informational purposes only, provided that:
• (a) you do not remove or alter any copyright, trademark, or proprietary notices;
• (b) you do not modify, adapt, or create derivative works from the materials; and
• (c) you do not use any images, graphics, or design elements separately from accompanying text or context.
You must not, without prior written permission from FIVE SUM LTD:
• reproduce, republish, copy, distribute, publicly display, publicly perform, or otherwise exploit any portion of the Site Content for commercial or promotional purposes;
• store or transmit substantial parts of the Site in any other website or retrieval system; or
• use 5sum’s marks, trade names, or branding in metatags, hidden text, or search-engine keywords for marketing or SEO purposes.
Any unauthorised use of Site Content constitutes a breach of these Terms and may violate applicable copyright, trademark, or unfair competition laws.
If you provide feedback, ideas, or suggestions regarding the Site or our services (collectively, “Feedback”), you acknowledge that:
• such Feedback is non-confidential and becomes the property of FIVE SUM LTD;
• we may use, modify, or implement that Feedback freely for any purpose; and
• no compensation, credit, or attribution will be owed to you for such use.
This clause does not apply to any project-specific confidential information you provide to us as a client under a service agreement or NDA; such information remains protected under our confidentiality obligations.
If you believe that any content on our Site infringes your intellectual property rights, please notify us promptly following the process described in Annex 5 (IP Notice Procedure).
To submit a notice, send an email to legal@5sum.com containing:
We will investigate all valid reports and, where appropriate, remove or disable access to the infringing material in accordance with applicable UK law and, if relevant, the Digital Millennium Copyright Act (DMCA) safe-harbour principles (even though our Site is UK-based).
Repeated or deliberate infringers may have their access suspended or permanently blocked.
Some materials displayed on our Site are owned by third parties — for example:
• client logos and trademarks shown in case studies (owned by the respective clients);
• open-source or stock media incorporated into the Site (owned by their original authors); or
• content or software licensed under separate third-party terms.
Such materials remain the exclusive property of their respective owners.
Display of third-party marks or assets on our Site does not grant you any licence or right to use them.
You must obtain the relevant owner’s permission before reproducing or using any such materials.
All rights not expressly granted to you under these Terms are reserved by FIVE SUM LTD.
Accessing or using the Site does not transfer ownership of any intellectual property rights in the Site Content, structure, or brand identity.
No implied licences are granted by virtue of access, download, or communication with 5sum.
The provisions in Sections 5–21 apply whenever you engage 5sum to deliver professional services (for example, consulting, brand strategy, creative design, content, or digital marketing).
Together, they form the contractual foundation for our client engagements.
Our engagements typically begin with a discovery discussion, after which we may issue a Proposal or Quote summarising the project scope, deliverables, timeline, and fees.
A Proposal (including any appendices or schedules) is an offer that remains valid for a limited time.
When you confirm that you wish to proceed, we prepare a Statement of Work (“SOW”) or equivalent agreement for signature.
Once the SOW is signed or otherwise accepted in writing, it becomes binding and — together with these Terms — forms the Agreement between FIVE SUM LTD (“we / us”) and you, the Client (“you”).
Each SOW automatically incorporates these Terms by reference.
If there is any direct conflict between documents, the following order of precedence applies:
Each SOW constitutes a separate engagement, even if multiple SOWs exist under the same master relationship.
Any changes to scope, deliverables, timeline, or fees must be agreed in writing by both parties (see Section 6 – Change Control).
Verbal or informal instructions are non-binding until confirmed in writing.
Every SOW will set out the specific Services to be delivered, including key tasks, deliverables (such as strategies, designs, copy, campaigns, content, reports, software, or digital assets), and any defined milestones or stages for delivery.
Work may be structured into phases (e.g. Discovery, Strategy, Design, Development, Deployment, or Retainer) with interim approvals at each stage.
Deliverables are deemed accepted once approved in writing or after the relevant review period set out in the SOW.
Unless otherwise specified, our Services operate under one of the following models:
(a) Time-and-Materials (T&M):
Fees are based on the actual time spent by our team at the agreed day or hourly rates.
Estimates are for budgeting purposes only and not a fixed total.
(b) Fixed-Fee:
A single price is agreed for a defined scope of work with clear deliverables.
Some projects use a hybrid approach — for example, a fixed fee for Phase 1 followed by time-based support for later phases.
Each SOW will detail the payment schedule, which may include an upfront deposit, milestone billing, monthly retainers, or a combination thereof.
You confirm that you are engaging 5sum strictly in the course of business, trade, profession, or craft, and not as a consumer.
Accordingly, consumer-specific legislation (such as the UK Consumer Rights Act 2015) does not apply.
You further warrant that you have obtained all internal approvals required to commission our Services and to meet your payment obligations.
Certain Services may require us to access your digital accounts or platforms (for example, your website CMS, hosting environment, Google Analytics, Meta Business Manager, ad accounts, or social profiles).
You agree to provide timely access and any necessary credentials or to assist in adding 5sum as an authorised agency or user.
We will use such access solely to deliver the Services and will treat all credentials as confidential.
You remain responsible for complying with the third-party platforms’ own terms of use and policies (see Section 12 – Third-Party Platforms).
5sum acts at all times as an independent contractor.
Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between you and us.
Each party remains solely responsible for its own employees, contractors, and tax obligations.
Unless explicitly stated in a particular SOW, this Agreement is non-exclusive.
You may engage other consultants or agencies for similar work, and 5sum may serve other clients — including potential competitors — provided we maintain strict confidentiality and avoid conflicts of interest.
Any modification to the scope, deliverables, schedule, or cost of the Services after a Statement of Work (SOW) is signed must be agreed in writing by both parties (“Change Order”).
Verbal instructions or informal requests will not take effect until confirmed in writing.
If either party identifies a need for change (for example, new requirements, revised timelines, or additional functionality), the requesting party will submit a Change Request describing:
• the nature of the change;
• the reason for it;
• the expected impact on cost, timing, or deliverables.
5sum will review the request and respond with a written proposal outlining the implications.
No change becomes binding until both parties sign or confirm the Change Order in writing (email confirmation may suffice for minor items).
Approved changes may adjust project fees, timelines, or milestones proportionately.
For instance, additional features or content beyond the agreed SOW will be billed at our standard rates (see Annex 3 – Rate Card).
Where changes reduce scope or duration, we will make a fair downward adjustment, taking into account any completed or committed work.
If a delay occurs for reasons outside 5sum’s control (e.g., late approvals, missing inputs, or external dependencies), we may adjust delivery schedules accordingly.
We will notify you promptly of any expected delay and use reasonable efforts to mitigate impact.
However, delays caused by the Client or third parties may result in rescheduling of resources or additional costs.
In exceptional cases—such as technical issues, external platform outages, or urgent regulatory requirements—5sum may make temporary operational adjustments without prior written Change Orders.
Such actions will be limited to what is necessary to protect project integrity, and we will notify you as soon as practicable.
The latest approved SOW and any signed Change Orders together form the definitive record of project scope.
Each document should clearly reference prior versions or amendments to maintain an auditable change history.
You agree to cooperate fully and in good faith with 5sum throughout the engagement.
This includes providing, on time:
• access to relevant personnel and systems;
• all requested information, brand guidelines, assets, and documentation;
• accurate data and content for deliverables.
You warrant that all information supplied is accurate and complete.
Delays, errors, or omissions in your inputs may affect timelines, quality, and outcomes.
5sum is not liable for delays or deficiencies caused by such factors.
You must review deliverables promptly and provide consolidated feedback or approval within the timeframe agreed in the SOW (or, if unspecified, within 5–10 business days of delivery).
Timely approvals are essential to maintain project schedules.
If feedback is not received within a reasonable period, 5sum may:
• pause work pending feedback, or
• deem the deliverable accepted by default (see Section 8.2).
If you request additional time for review, we will accommodate where feasible, though overall timelines and costs may need adjustment.
You will designate a primary contact person with appropriate decision-making authority (or specify an approval hierarchy).
That individual will be responsible for coordinating internal feedback and representing your position in communications.
If multiple stakeholders are involved, you will ensure that feedback is consolidated before submission to 5sum, to avoid conflicts or rework.
You warrant that all materials, content, data, or assets you provide to 5sum (“Client Materials”) are lawfully owned or properly licensed and that their use by us as instructed will not infringe third-party rights or violate any laws.
For example, if you supply images, logos, copy, or data for inclusion in a campaign, you confirm that such content is cleared for use.
You agree to indemnify and hold FIVE SUM LTD harmless against any loss, claim, or expense arising from your breach of this warranty, including third-party IP claims (see Section 19.2).
If the Services include marketing, communications, or advertising activities, you are responsible for ensuring that all claims and representations about your products or services are truthful and evidence-based.
5sum will advise on compliance best practices (e.g., under the UK CAP Code and ASA standards requiring advertising to be “legal, decent, honest and truthful”), but you retain ultimate responsibility for compliance.
This includes, but is not limited to:
• sector-specific advertising rules (e.g., financial, medical, or environmental claims);
• statutory disclosures or disclaimers; and
• any obligations under the Consumer Protection from Unfair Trading Regulations 2008 or other applicable laws.
You should review all final content before publication and, where appropriate, seek independent legal or regulatory advice.
If you require specific disclaimers or mandatory wording, you must notify us during the drafting stage.
You agree that, when implementing our deliverables or recommendations, you will comply with all applicable data-protection, consumer-protection, and e-privacy laws. Examples include:
• ensuring proper consent or lawful basis for email marketing under PECR, CAN-SPAM, or equivalent laws;
• maintaining valid privacy and cookie notices on your website;
• ensuring opt-out mechanisms and data subject rights processes are functional.
While 5sum can assist with integration or configuration of such tools, ultimate legal responsibility for compliance rests with you as the data controller or platform owner.
If project dependencies or third-party inputs assigned to you (e.g., API keys, credentials, translations, or data access) are delayed, we will work with you to adjust schedules accordingly.
However, 5sum cannot be held liable for missed milestones or outcomes caused by client-side delays or non-cooperation.
Extended or material delays (e.g., over 30 days without agreed pause) may result in:
• rescheduling of our team resources,
• suspension of work, or
• partial invoicing for completed portions.
Additional costs arising from such delays may require a Change Order (per Section 6).
Where deliverables involve deployment on your own infrastructure (e.g., website servers, analytics platforms, or ad accounts), you must ensure a suitable environment for testing and acceptance.
This includes maintaining staging and production environments and performing User Acceptance Testing (UAT) promptly.
5sum will cooperate with your testing process but is not responsible for technical limitations or failures within your systems.
If other vendors, contractors, or in-house teams are working alongside us, you will manage their inputs and coordinate responsibilities to avoid overlap or conflicts.
We are not responsible for the work, omissions, or errors of other vendors.
If collaboration with such third parties is required, you agree to facilitate clear communication channels and provide aligned project requirements for consistency.
5sum will deliver the project outputs or Deliverables as described in the applicable Statement of Work (SOW).
Delivery may occur in stages or milestones, depending on the project plan.
We will use reasonable efforts to meet all agreed delivery dates; however, unless expressly stated as binding in the SOW, all dates are estimates only.
We will keep you informed of project progress, risks to timelines, or dependencies affecting delivery.
A Deliverable will be deemed delivered when we notify you that it is ready — this may include sending files, granting access to shared folders, or conducting a presentation or walkthrough.
Upon delivery of each Deliverable or milestone, you will have an opportunity to review and test it.
The SOW may specify an acceptance testing or review period (e.g., 10 business days) and specific acceptance criteria.
If no period is stated, you must review and either accept or provide written feedback identifying non-conformities within 10 business days of delivery.
Acceptance shall not be unreasonably withheld or delayed.
Following delivery, one of the following outcomes will apply:
Where Deliverables are structured into distinct components or milestones, acceptance may occur part-by-part.
You may not withhold acceptance of an entire Deliverable due to minor issues in one component, provided such issues do not materially affect overall usability or performance.
Minor issues will still be addressed under our warranty and support obligations (see Section 18), but formal acceptance may proceed to maintain project progress.
We will follow the acceptance criteria set out in the SOW.
If none are specified, acceptance will be based on whether the Deliverable:
• substantially conforms to the agreed written specifications or functional requirements; and
• meets reasonable professional and industry standards of quality and performance.
Creative or strategic Deliverables (such as design, branding, copywriting, or campaign concepts) may involve subjective judgment.
We commit to working collaboratively through feedback and the number of revision rounds stated in the SOW (e.g., “includes two rounds of revisions”).
If additional revisions are requested beyond the included scope or after approval, those will be treated as Change Requests under Section 6 (Change Control).
Minor edits, refinements, or technical adjustments identified during the acceptance process that are consistent with the original scope will typically be implemented without formal change documentation.
However, substantial modifications or new feature requests that go beyond the agreed specifications — such as “we now want it to do X instead” — constitute new scope and require a Change Order.
5sum will differentiate between:
• Defects or non-conformities (our responsibility to correct at no additional charge); and
• Enhancements or new functionality (chargeable as additional scope).
If a Deliverable fails to meet the acceptance criteria due to our fault and we cannot remedy it after a reasonable number of correction attempts, you may:
• reject that Deliverable; and
• if the failure fundamentally undermines the purpose or value of the SOW, terminate the SOW for cause under Section 21.
In that event, you will only be liable to pay for:
• Deliverables and work that have been properly accepted; and
• any conforming work performed up to the termination date.
We will refund any pre-paid fees relating to the rejected portion of work.
This right does not apply where the failure results from:
• changes of mind or new business preferences after delivery; or
• new or modified requirements outside the agreed scope.
If an SOW provides for a pilot, beta, or trial phase (for instance, a pilot marketing campaign or pre-release software version), Deliverables during that period may be supplied “as is” for evaluation.
In such cases, formal acceptance may be deferred until the pilot concludes.
At the end of the pilot, both parties will review results and implement any agreed refinements.
Final Acceptance will occur once post-pilot adjustments have been completed and confirmed in accordance with this Section.
The fees for our Services are detailed in the relevant Statement of Work (SOW) or approved proposal — typically as either a fixed project fee, monthly retainer, or time-and-materials (hourly/daily) basis.
Unless otherwise specified, all fees are quoted and payable in British Pounds Sterling (GBP £) and are exclusive of any applicable taxes.
If both parties agree, 5sum may invoice in another major currency (e.g., USD or EUR), using either a fixed exchange rate or a mutually agreed conversion mechanism.
We will issue invoices according to the billing schedule set out in the SOW. Common arrangements include:
If the SOW does not specify invoicing timing, our standard practice is monthly invoicing during active project phases, with a final invoice on completion.
You agree to pay all undisputed invoices within 30 calendar days from the invoice date (“Net 30”), unless another period is expressly agreed in the SOW or invoice.
Payment must be made by the method stated on the invoice (e.g., bank transfer to our nominated account).
If you require a purchase order number or specific reference, you must provide it before invoicing. However, missing PO details do not suspend your obligation to pay on time.
Timely payment is of the essence under this Agreement.
If any invoice remains unpaid beyond the due date, FIVE SUM LTD reserves the right to:
(a) Apply Interest:
Charge statutory or contractual late payment interest.
For B2B contracts in the UK, we may charge 8% per annum above the Bank of England base rate, plus reasonable recovery costs, as permitted by the Late Payment of Commercial Debts (Interest) Act 1998.
Alternatively, where local law applies or if specified in the SOW (e.g., 1.5% per month), that rate may be used.
(b) Suspend Services:
Suspend further work, delivery, or access to Deliverables until outstanding amounts are paid, after providing written notice and a short cure period (typically 7 days).
5sum will not be liable for any delay, project slippage, or loss resulting from such suspension.
If you believe an invoice contains an error or charge not due, you must notify us in writing within 10 business days of the invoice date, providing details of the dispute.
We will investigate promptly and resolve any legitimate discrepancy.
You must still pay all undisputed amounts by their due date.
Once the dispute is resolved, any confirmed amount due will become payable immediately, or as otherwise agreed.
Our fees exclude out-of-pocket expenses, unless explicitly stated.
“Expenses” include reasonable travel, accommodation, meals, incidental costs, and necessary third-party charges such as:
• software subscriptions or licenses;
• stock photography or video assets;
• printing, hosting, or media costs; and
• advertising spend on platforms like Google, Meta, or LinkedIn.
We will obtain your prior written approval before incurring any significant expense (for example, any item above £100, unless the SOW specifies otherwise).
Approved expenses will be passed through at cost, or cost plus a handling fee (e.g., +5% for administrative processing of large media budgets, if agreed).
Expenses will be itemised on invoices, and receipts can be provided upon request.
Advertising Spend:
Where advertising or media spend is involved, we typically recommend that you pay the media platforms directly (so you retain billing ownership and rebates).
If 5sum pays such costs on your behalf, these will be invoiced to you with any agreed handling fee.
All fees are exclusive of VAT, GST, sales tax, or other applicable taxes (“Taxes”), unless expressly stated otherwise.
If FIVE SUM LTD is legally required to charge VAT or equivalent, it will be added at the prevailing rate.
You are responsible for all Taxes or duties applicable to the Services, except for taxes on our income.
If law requires you to withhold tax on payments to us (e.g., for cross-border services), you shall:
You must also provide official evidence of any tax remittance (such as a tax receipt or certificate) upon request.
For time-and-materials engagements or ongoing collaborations, our standard Rate Card (see Annex 3) applies for any additional work not explicitly fixed in the SOW.
The Rate Card lists daily or hourly rates for various roles (e.g., Strategist, Designer, Developer, Project Manager).
Rates are reviewed periodically (typically annually).
If any rate adjustment could affect an ongoing engagement, we will provide advance written notice — for example, if a project extends beyond one year or renews for additional phases.
For retainers or long-term agreements, the SOW may include an annual price adjustment clause, typically tied to the UK Consumer Price Index (CPI) or a set annual percentage.
If not specified, any increase will require mutual written agreement before implementation.
All payments owed to FIVE SUM LTD must be made in full, without deduction, counterclaim, or set-off, except for any legally required tax withholding (addressed in Section 9.7).
You cannot withhold or reduce payment by alleging a separate claim against 5sum, unless we have agreed in writing or a competent court has issued a binding order allowing such set-off.
If invoices are issued in a currency other than GBP, the SOW or invoice will specify either:
• a fixed exchange rate; or
• a reference conversion mechanism (e.g., mid-market rate on invoice date or our bank’s prevailing rate).
If a long-term engagement is subject to significant currency volatility, both parties may agree to review and adjust pricing fairly to mitigate excessive exchange-rate risk.
Persistent or significant late payment constitutes a material breach of this Agreement.
In addition to interest and suspension rights, FIVE SUM LTD may:
• terminate the SOW or Agreement for non-payment (see Section 21.3); and
• recover reasonable collection costs, including legal fees, if enforcement becomes necessary (except where a bona fide dispute exists and is resolved in your favour).
We also reserve the right to:
• withhold delivery of further work or materials; and
• withhold transfer of intellectual property rights (see Section 10) until all overdue amounts are settled.
For the purposes of this Section:
• “Deliverables” means all work products, materials, content, or other outputs created by 5sum under an SOW and delivered (or required to be delivered) to you — including, without limitation, brand guidelines, graphics, videos, reports, campaign assets, software, copywriting, or other creative or strategic materials.
• “Background IP” means any intellectual property, methodology, or tool that was developed or owned by a party prior to the engagement, or independently of the SOW.
For 5sum, this includes proprietary frameworks, processes, code libraries, templates, and other reusable materials or know-how.
For the Client, it includes pre-existing brand assets, data, technology, and other materials provided to 5sum for use in the project.
Until full payment has been received for all applicable fees and expenses, 5sum retains ownership of the Deliverables and all associated intellectual-property rights.
Upon full and final payment, and subject to this Section, FIVE SUM LTD hereby assigns to the Client all rights, title, and interest in the Deliverables that are capable of assignment.
After payment, you will own those Deliverables outright, subject to the limitations below.
(a) 5sum Background IP
All 5sum Background IP — including frameworks, reusable code, libraries, processes, and expertise — remains the property of 5sum.
Upon full payment, you receive a perpetual, worldwide, royalty-free licence to use any 5sum Background IP incorporated in the Deliverables for your internal business purposes.
You may use, copy, and modify the Deliverables but may not extract or reuse 5sum’s Background IP independently of those Deliverables.
5sum may continue to use its Background IP and general learnings from the engagement in its business and for other clients, provided no Client Confidential Information (see Section 17) is disclosed.
(b) Third-Party Materials
Deliverables may incorporate third-party content or technology — for example, stock images, fonts, music, or licensed software.
Such materials remain owned by their providers. 5sum will secure or sublicense rights to you as required for the intended use and disclose any material third-party dependencies or restrictions in the SOW or documentation.
You agree to comply with those licence terms. If renewal or usage fees apply (e.g., for paid fonts or stock libraries), those will be your responsibility after project hand-over, and 5sum will notify you in advance.
(c) Open-Source Components
If any open-source software or libraries are included, those components are governed by their respective licences (e.g., MIT, Apache 2.0, GPL).
5sum will list open-source elements upon request or include references in the technical documentation.
We generally use permissive licences and will not incorporate copyleft code (such as GPL) that obliges disclosure of proprietary source code without your written approval.
Open-source components are provided “as is” by their authors and are licensed directly under their applicable open-source terms.
(d) Client Materials
Any Client-supplied materials or Background IP remain the property of the Client.
Where those materials are integrated into Deliverables, ownership of that portion remains with you.
Similarly, if you supply third-party assets or software under your own licence, they will remain governed by those terms.
Our IP assignment covers only what 5sum creates and is entitled to transfer.
You grant 5sum a limited, non-exclusive, royalty-free licence to use and display the Deliverables (including your name, logo, and general project information) for marketing and portfolio purposes, such as:
• showcasing work on our website, social media, or credentials decks;
• inclusion in case studies, presentations, or award submissions; and
• identifying you as a 5sum client.
We will not disclose any Confidential Information (Section 17) or unpublished details and will wait until public launch before featuring sensitive projects.
Opt-Out: If you prefer that 5sum does not display specific Deliverables or references to your brand, you may opt out at any time (via the Opt-Out Form in Annex 4 or by written notice). Upon receiving such notice, 5sum will cease new uses and remove digital listings within a reasonable timeframe, while recognising that already-distributed printed or historical materials cannot always be withdrawn.
Attribution: 5sum will represent its role accurately and will not misattribute joint or collaborative work.
If requested, attribution may include a statement such as “Project delivered in collaboration with [Client Name] internal team.”
You acknowledge that such promotional use is without further payment or consideration.
Where applicable under copyright law, 5sum will ensure that its employees and subcontractors either waive or consent to the waiver of moral rights in Deliverables (such as the right of attribution or integrity), allowing you to freely use, modify, and adapt Deliverables without risk of moral-rights claims.
This waiver does not affect the use of 5sum’s own name or trademarks.
Final Deliverables will be provided in the formats specified in the SOW (e.g., PDF, SVG, compiled code, final video cut).
If you require source or working files — such as design files, raw footage, or source-code repositories — this should be stated in the SOW.
By default, 5sum will deliver all files necessary for the practical use of the Deliverables (e.g., vector logo artwork or complete website code).
Where working files contain 5sum Background IP (e.g., reusable templates or proprietary tools), Section 10.3 applies.
Preparing or packaging raw project files beyond normal delivery may incur a nominal administrative charge if not originally in scope, but 5sum will act reasonably.
Each party will execute any further documents reasonably required to confirm or record intellectual-property assignments, registrations, or licences arising from this Agreement.
If requested, 5sum may assist in transition, file transfer, or technical hand-over to your teams or vendors; extended assistance may be billable at standard rates where significant effort is required.
Following assignment of IP, 5sum retains the right to:
• store and use the Deliverables internally for archival, training, and reference;
• display them in marketing or portfolio materials in line with Section 10.4; and
• use them as necessary to provide ongoing maintenance, updates, or follow-on services to you.
We will never resell, redistribute, or reuse your specific Deliverables for other clients (except for generic Background IP components and generalised learnings as permitted).
5sum warrants that:
• (a) except for Client-supplied or third-party materials disclosed to you, the Deliverables are original to 5sum or properly licensed for transfer; and
• (b) to our knowledge, your authorised use of the Deliverables will not knowingly infringe the IP rights of any third party.
Our IP indemnity obligations and limitations are further described in Section 19.1.
Many of our Services rely on third-party platforms, software, or providers (collectively, “Third-Party Services”).
Examples include, without limitation: Google Ads, Meta (Facebook / Instagram) Ads, LinkedIn Ads, X (Twitter), Google Analytics (GA4), HubSpot and other CRMs, WordPress, Webflow, hosting providers, domain registrars, content-delivery networks (CDNs), design tools such as Figma or Adobe Creative Cloud, and various analytics or SEO platforms.
The following provisions govern the use of such Third-Party Services.
Your use of any Third-Party Services—whether established under your account or one administered by 5sum—is governed by the terms and conditions of those third parties.
For example, Google Ads is subject to Google’s Advertising Policies and Terms of Service; CMS tools such as WordPress or Webflow operate under their respective licence terms.
We will make reasonable efforts to inform you of any material third-party terms that may affect the project, especially those requiring your explicit acceptance.
You agree to comply with all applicable Third-Party Service terms and not cause 5sum to breach them while performing the Services.
If any third-party account setup requires your acceptance of user or administrator terms, you agree to do so promptly.
Any platform or subscription fees (for example, ad spend, plugin licences, or software subscriptions) are your responsibility unless expressly included in our quoted fees.
Where possible, accounts for Third-Party Services should be owned by you, with 5sum given appropriate user, agency, or partner access.
This ensures you retain full ownership and control of your digital assets after the engagement.
Examples include:
• you creating and owning your own Google Ads, Facebook Business Manager, hosting, or domain accounts; and
• granting 5sum administrative access to perform the Services.
If, for operational reasons, 5sum temporarily uses or creates an account under its own control (e.g., a test hosting environment or agency ad account), we will:
• ensure your data and content are stored separately from other clients; and
• provide exports or transfer relevant data to you upon request at project conclusion.
Following project completion, we may delete or retain such temporary accounts at our discretion. Ownership of any permanent platform accounts will always remain with the rightful account holder.
You are responsible for all costs associated with Third-Party Services used in connection with your project, unless otherwise agreed.
Examples include ad spend, hosting, domain registration, and software-licence costs.
We will manage budgets according to your written instructions and approvals, but you are ultimately responsible for timely payment to those third parties or for reimbursing us if we have paid on your behalf.
FIVE SUM LTD is not liable for the actions or failures of any Third-Party Service provider.
We cannot guarantee the uptime, functionality, or ongoing availability of any external platform.
If a provider suffers downtime, changes its API, alters terms, discontinues a service, or experiences an outage, that is beyond our control.
We will assist you in finding or implementing alternatives where feasible, but such changes will not entitle you to refunds or damages from 5sum.
5sum will make reasonable efforts to ensure campaigns and content comply with applicable platform policies (e.g., Google Ads Policies, Meta Community Standards, LinkedIn Advertising Guidelines).
However, platform rules are complex, frequently updated, and subject to interpretation.
We cannot guarantee that:
• an ad or post will never be disapproved,
• an account will not be suspended or restricted, or
• a platform will not change its enforcement approach.
You, as the Client, remain ultimately responsible for the legality and compliance of your content and targeting (per Section 7.5).
If a suspension or ban occurs, 5sum will assist in remediation where possible, but:
• we are not liable for resulting losses unless caused by our gross negligence or wilful misconduct; and
• if the issue results from your instructions or non-compliance, responsibility rests with you.
Example: If you insist on publishing an ad that violates a platform’s policy despite our advice, you accept full responsibility for any resulting penalties or account actions.
The digital environment evolves continuously. Algorithms, APIs, policies, and features are frequently updated by third-party platforms.
You acknowledge that such external changes can affect project outcomes, including search rankings, ad performance, data tracking, or analytics accuracy.
Examples include:
• a Google algorithm update altering SEO performance;
• Meta or LinkedIn changing ad-targeting criteria;
• browser-privacy updates affecting cookie-based tracking.
These changes are outside 5sum’s control.
We will use reasonable skill and care to adapt strategies and mitigate impact, but we cannot guarantee consistent results or be held liable for fluctuations arising from third-party modifications.
If reconfiguration or rework becomes necessary, it may require a Change Order under Section 6.
In some cases, 5sum may use its own enterprise tools or subscriptions to deliver Services (e.g., SEO analytics platforms, design or animation software, or cloud dashboards).
Unless otherwise agreed, those tool licences remain owned by 5sum and are not transferred to you.
You will receive the resulting deliverables or reports, but continued access to our licensed tools after project completion is not included.
If ongoing tool access is required post-engagement, we will advise you to obtain your own subscription or licence.
Where projects are built or tested on 5sum’s development environments (e.g., a prototype hosted on our Webflow account), migration to your own environment will occur prior to completion if required by the SOW.
When our Services include website setup, hosting, or domain registration:
• you should own and register all domain names in your name or entity name;
• hosting should, where practical, be under your account or one transferred to you upon completion.
If 5sum provides temporary or development hosting, it is intended solely for staging or interim use, not as a permanent production solution unless expressly stated.
We cannot guarantee uptime, redundancy, or backup beyond what the underlying hosting provider offers.
We strongly recommend maintaining your own hosting and backup arrangements (or engaging us separately under a support or maintenance plan).
If you already have relationships with external vendors or agencies whose work intersects with ours (for example, a PR agency, SEO vendor, or software supplier), you are responsible for managing those contracts and ensuring 5sum has the necessary access or permissions.
We are not a party to those contracts and assume no responsibility for their performance or obligations.
You must ensure that any third-party materials or systems provided through your vendors can be lawfully used by 5sum for project delivery.
Some recommendations, reports, or campaign results may rely on data from external tools or third-party APIs (e.g., keyword rankings, social analytics, traffic metrics).
5sum does not warrant the accuracy, completeness, or availability of such third-party data.
We will use our professional judgment to interpret and apply this information responsibly, but data errors, inconsistencies, or reporting delays caused by others are outside our control and liability.
Upon completion or termination of the Services, 5sum will assist, within reasonable limits, in transferring any relevant access credentials, campaigns, or integrations back to you or your nominated representative.
Examples include:
• removing 5sum’s user access from your social or advertising accounts;
• exporting campaign data where supported by the platform; or
• transferring files or project content from temporary accounts to your ownership.
Please note that some platforms restrict transferability (e.g., ad-campaign history or analytics data cannot always be migrated).
Where extended technical assistance or manual data migration is required, such support may be billable at standard rates, unless the termination arises from 5sum’s breach.
Our general Privacy Policy and Cookie Policy — available at https://5sum.com/privacy-policy — explain how we collect, use, and handle personal data via our website and marketing activities.
By using our Site, you consent to our use of cookies and personal data in accordance with those policies.
When we provide Services to clients, additional data protection obligations apply as outlined in this Section 12 and, where applicable, under a separate Data Processing Addendum (DPA) or incorporated Annex.
Both parties shall comply with all applicable data protection and privacy laws, including the UK GDPR, EU GDPR (if applicable), and relevant national legislation.
Role allocation depends on context:
(a) When You Are the Controller:
If you supply personal data about your employees, customers, or other individuals (e.g., CRM data, contact lists, or analytics datasets), you are the Data Controller and 5sum acts as a Data Processor on your behalf.
We will process that personal data only in accordance with your documented instructions and the terms of this Agreement or an applicable DPA.
(b) When We Collect Data During Services:
For personal data collected by 5sum in performing the Services (e.g., analytics data from campaigns or website traffic), the parties will determine their respective roles based on purpose and control.
In most cases, you remain the Controller and 5sum acts as Processor. In limited cases where processing decisions are jointly made, both parties may act as Joint Controllers.
Both parties will cooperate in good faith to ensure full compliance.
(c) Restrictions:
5sum will not use, sell, or share your personal data for any purpose other than performing the Services or complying with legal obligations.
Data will only be disclosed to authorised sub-processors where necessary to deliver the Services (see Section 12.3).
Where required by law or upon your request, FIVE SUM LTD will enter into a Data Processing Addendum specifying:
• the nature, scope, purpose, and duration of processing;
• categories of personal data and data subjects;
• data protection and security measures; and
• international transfer mechanisms.
If a separate DPA is not executed, the following default terms apply:
Unless expressly agreed in writing, you must not provide, and 5sum will not process:
• special category data (e.g., health, biometric, racial, political, or religious data);
• data concerning minors or vulnerable individuals.
Our Services are not designed to handle such high-risk data.
If a project involves regulated or sensitive data (e.g., health or financial information), you must notify us beforehand so appropriate security and compliance measures can be evaluated.
FIVE SUM LTD reserves the right to decline or terminate any engagement involving high-risk data we cannot process securely.
5sum maintains robust, industry-standard security controls to safeguard data, including:
• access control and least-privilege permissions;
• encryption for data in transit and at rest;
• secure, monitored cloud-hosting environments;
• regular vulnerability assessments and software updates; and
• staff training on data handling and incident response.
Although no system is entirely immune to risk, FIVE SUM LTD commits to maintaining proportionate and evolving safeguards.
If a personal data breach occurs involving data processed on your behalf, we will notify you without undue delay in accordance with Annex F (Personal Data Breach Response Plan) and provide information necessary to support your legal notification obligations.
You are responsible for maintaining adequate security for systems under your control, including any platforms, credentials, or networks accessed by 5sum during service delivery.
You must ensure:
• appropriate network and account protection (e.g., MFA, firewalls, strong passwords);
• timely updates and patching; and
• secure transmission of credentials and sensitive data.
If specific compliance frameworks apply (e.g., ISO 27001, SOC 2, PCI-DSS), you must disclose these in advance within the SOW.
5sum will adhere to mutually agreed security standards but is not liable for breaches originating from insecure systems or negligence on your side.
Where Deliverables involve personal data collection (e.g., contact forms, analytics tags, cookies), 5sum will implement those features per specifications.
Once operational, you are responsible for:
• maintaining an up-to-date Privacy Policy and Cookie Notice;
• obtaining valid user consent; and
• managing data subject rights requests.
We can support compliance setup (e.g., consent tools, DSAR workflows) if within project scope, but ultimate responsibility for ongoing compliance rests with you as the Controller.
Beyond personal data, 5sum treats all your information — including business records, campaign analytics, internal strategies, and documentation — as Confidential Information under Section 17.
Such information will be safeguarded against unauthorised access or disclosure and used solely for delivering Services.
5sum may compile aggregated or anonymised data derived from its work for legitimate business purposes such as:
• benchmarking and performance analytics;
• refining methodologies and tools; and
• producing non-identifiable insights.
These datasets will never contain personal data or information identifying you, your organisation, or individuals.
For instance, we may calculate average campaign engagement rates across industries to improve services, but without attribution or disclosure of client-specific information.
You consent to receive operational and service-related communications from 5sum electronically (e.g., via email, secure file-sharing, or project management systems).
While standard email is not fully encrypted, 5sum will use secure or encrypted channels when transmitting sensitive data (e.g., credentials, personal data, or financial details).
If you require end-to-end encrypted communication for all correspondence, please notify us in writing so that appropriate arrangements can be implemented.
5sum does not retain personal data longer than necessary for the agreed purpose.
Upon completion of a project, we may archive deliverables and communications for a limited period to support recordkeeping, quality assurance, or future collaboration.
We will:
• delete or anonymise personal data in accordance with Annex C (Data Retention Schedule) and your instructions;
• retain minimal data necessary for legal, tax, or IP-related obligations (e.g., invoices, ownership records) securely and confidentially; and
• ensure all retained data remains protected under this Agreement.
5sum may responsibly and transparently use artificial intelligence (AI) and machine learning tools to assist in the delivery of Services.
Typical use cases include:
• generating ideas, outlines, or draft text;
• enhancing or editing media assets;
• refining or validating code; and
• analysing data trends or performance metrics.
These tools are assistive, not autonomous — they enhance human creativity and efficiency while remaining under direct expert supervision.
All AI-assisted outputs are reviewed, curated, and quality-checked by 5sum professionals before inclusion in Deliverables, ensuring that results meet the same standards of accuracy, originality, and accountability as fully human-created work.
FIVE SUM LTD will never input your confidential or personal data into public AI systems in a manner that could allow those systems (or their providers) to train on, retain, or reuse your information.
For example, we will not paste unreleased client materials, strategic plans, or proprietary content into publicly accessible tools such as ChatGPT, Google Gemini, or similar models.
When AI tools are used, we apply one or more of the following safeguards:
• use of private or enterprise-secured AI instances;
• anonymisation or segmentation of prompts to prevent re-identification; and
• engagement of vendors with contractual assurances that data inputs are not logged, stored, or used for model training.
All confidential or identifying material remains protected under Section 17 (Confidentiality & Non-Disclosure).
We will never intentionally disclose client information via AI systems or use such tools in ways that compromise confidentiality or compliance obligations.
The legal treatment of authorship in AI-generated content continues to evolve.
However, because all AI-assisted outputs are conceptually directed, reviewed, and refined by human professionals at 5sum, the resulting Deliverables are considered original human-authored works for intellectual property purposes.
We warrant that:
• we hold, or will secure, all rights necessary to use and assign any AI-assisted materials included in your Deliverables; and
• you will receive full ownership or licence rights consistent with Section 10 (Intellectual Property).
If an AI-generated element were ever discovered to replicate or infringe existing third-party material, 5sum will promptly remove or replace it in accordance with the IP warranty and indemnity provisions in Sections 10.9 and 19.1.
We will also comply with any attribution or usage requirements imposed by AI tool providers.
AI systems can occasionally produce inaccurate, incomplete, or biased information (known as “hallucinations”).
5sum applies professional judgment and human validation at every stage, verifying factual content and ensuring compliance with ethical and brand standards.
Nonetheless, you acknowledge that:
• AI-assisted deliverables are provided “as is” with respect to factual accuracy; and
• you should independently verify critical factual statements (e.g., statistics, regulatory claims, or technical data) before publication.
This disclaimer does not limit our obligation to exercise reasonable skill and care — it simply recognises inherent limitations of AI technologies. FIVE SUM LTD remains responsible for the professional diligence and quality of its Services.
If part of our engagement involves assisting you in developing or integrating AI tools (e.g., chatbots, content automation systems, or analytics models), you are responsible for ensuring compliance with:
• all applicable AI-related laws, regulations, and guidance on transparency, fairness, and accountability; and
• any industry-specific standards governing ethical or lawful AI deployment (for instance, in advertising, recruitment, or healthcare).
5sum can advise on best practices and technical safeguards but cannot assume legal responsibility for post-deployment compliance.
Any such integrations, tools, or responsibilities will be detailed in the relevant Statement of Work (SOW) or accompanying technical documentation.
As outlined in Section 10.3, 5sum may incorporate open-source software components, frameworks, or libraries in Deliverables. We will:
• comply fully with the licence terms of all open-source components used;
• retain and reproduce required licence notices and attribution texts; and
• prioritise permissive licences (such as MIT, BSD, or Apache 2.0) unless the inclusion of a copyleft component (e.g., GPL) is necessary and has been approved by you in writing.
If a particular licence obliges publication of modifications or derivative works, we will notify you beforehand and secure your approval.
Our objective is to maintain both compliance and your freedom to commercially use and modify Deliverables.
Where Deliverables include open-source elements, you acknowledge and agree that your use of those components is governed by the respective open-source licences.
This may include obligations to:
• preserve existing copyright or attribution notices;
• include licence texts in redistributed versions; or
• provide access to modified source code under certain conditions.
5sum will identify any such obligations during project handover. However, ultimate compliance rests with you as the owner or distributor of the final product.
We disclaim liability for any post-delivery modifications, redistributions, or uses of open-source components that fall outside their original licence scope.
Whether generated manually, using AI, or incorporating open-source tools, 5sum guarantees that Deliverables will not knowingly contain:
• malware, spyware, ransomware, or viruses;
• unauthorised data-collection mechanisms; or
• backdoors, time-bombs, or other harmful logic.
Only legitimate scripts (e.g., analytics tags, cookie tools, or tracking pixels) will be included when expressly part of the project scope and in accordance with your consent framework (see Section 12).
Upon full payment, Deliverables will be free of technical restrictions or “licence lockout” mechanisms unless explicitly agreed in writing.
If you wish to disclose the use of AI or open-source technologies for transparency, ESG, or branding purposes, 5sum can assist by providing appropriate attribution text or references.
While there is currently no general legal requirement to label AI-assisted content, certain industries may encourage or mandate such disclosures.
The decision to make public disclosure rests entirely with you.
5sum supports transparency and can help integrate acknowledgements in Deliverables — such as footers, “About” sections, or disclosure statements — where appropriate.
5sum provides all marketing, SEO, SEM, and related digital services with professional expertise and in accordance with recognised industry standards.
However, we do not guarantee any specific results or return on investment.
Marketing outcomes depend on multiple external factors beyond our control, including:
• market conditions and consumer behaviour;
• search engine or platform algorithms;
• competitor activity; and
• your internal business processes (e.g., sales follow-up or product quality).
Examples:
• SEO efforts cannot guarantee a #1 Google ranking for specific keywords;
• paid ad campaigns cannot guarantee a set number of leads or conversions; and
• we cannot promise a fixed cost-per-click or engagement rate.
Any forecasts, KPIs, or benchmarks we provide are illustrative planning estimates, not performance warranties or contractual commitments.
We warrant that all Services will be performed with reasonable care, skill, and diligence, using current data, analytics, and expertise.
However, marketing inherently involves uncertainty and continuous optimisation.
You acknowledge that results may vary despite professional execution. For example:
• a paid ad campaign may underperform relative to projections;
• SEO rankings may take longer to improve; or
• creative content may achieve lower engagement than anticipated.
Our fees are earned for the work and expertise provided — including campaign setup, creative production, analysis, and management — not for achieving specific commercial outcomes, unless a performance-based model is expressly defined in the relevant SOW.
Digital platforms and search engines frequently modify algorithms, ranking systems, and auction mechanisms.
As such, 5sum cannot be held liable for:
• ranking or visibility losses due to Google core updates;
• fluctuations in ad performance caused by changes to Meta, LinkedIn, or TikTok algorithms; or
• revenue or traffic loss resulting from third-party platform updates.
We actively monitor such developments and adapt strategies accordingly, but these events do not entitle you to refunds, offsets, or compensation.
5sum takes reasonable measures to maintain compliance and optimise ad account health (e.g., quality scores, ad relevance).
If an ad or account is suspended or disapproved despite these precautions, we will assist you in appealing or resolving the issue.
However, unless such suspension or restriction is directly caused by our gross negligence or wilful policy breach, we are not liable for consequential losses such as downtime, lost sales, or reduced visibility.
If an error on our part renders a campaign unusable, we will refund or credit the affected service portion in good faith.
Where Services include A/B testing, personalisation, or user experiments (e.g., variant testing of landing pages), these features may rely on cookies or tracking scripts that constitute non-essential cookies under privacy laws.
You are responsible for obtaining user consent as required by the Privacy and Electronic Communications Regulations (PECR), EU ePrivacy Directive, or UK/EU GDPR.
5sum will:
• implement approved testing tools (e.g., Google Optimize, VWO, Convert);
• provide a list of cookies or scripts used; and
• advise on appropriate disclosures for your privacy and cookie notices.
You must ensure your website includes compliant cookie banners and consent mechanisms consistent with these implementations.
For email, SMS, or direct marketing campaigns, you, as the sender, remain responsible for compliance with anti-spam and privacy laws, including PECR, GDPR, and CAN-SPAM.
5sum will support by:
• configuring opt-out and unsubscribe mechanisms; and
• advising on best practice compliance steps.
However, you must ensure that:
• contact lists are permission-based and lawfully obtained;
• suppression lists are maintained and respected; and
• personal data used for targeting complies with privacy regulations.
We cannot guarantee message delivery or inbox placement, which depend on recipient systems, spam filters, and third-party infrastructure.
Performance data originates from third-party analytics and advertising systems (e.g., Google Analytics, Meta Ads, or LinkedIn Campaign Manager).
Due to factors such as browser restrictions, user settings, ad blockers, and attribution limitations, these data sets are inherently approximate.
5sum interprets and reports such data with professional judgment, but analytics outputs are indicative, not absolute.
We are not liable for business decisions made solely based on incomplete or inaccurate third-party data.
If campaigns involve endorsements, testimonials, or influencer partnerships, you are responsible for ensuring compliance with Advertising Standards Authority (ASA) and Federal Trade Commission (FTC) disclosure rules.
5sum will advise on proper disclosures (e.g., “#ad”, “paid partnership”, or similar tags), but you, as the advertiser, retain ultimate responsibility for ensuring claims are truthful and supported.
We will not knowingly create or publish false or misleading content.
Before publication, you must ensure all advertising claims are accurate, lawful, and substantiated.
From time to time, you may request exploration of emerging platforms or untested strategies (e.g., early-stage ad technologies or new social channels).
Such initiatives are experimental and inherently risky.
While 5sum will exercise due care and skill, results are not guaranteed, and underperformance of experimental campaigns shall not constitute breach of contract unless we materially deviate from agreed scope or best practices.
Any benchmarks, projections, or case studies cited in proposals, communications, or presentations (e.g., “clients typically see X% growth in 6 months”) are for illustrative purposes only.
They are not guarantees, performance commitments, or minimum expectations.
Each project and business context is unique, and results will vary accordingly.
Digital marketing success depends on consistency and sustained optimisation.
If campaigns are paused or discontinued, results may decline naturally over time. For example:
• stopping SEO activity may gradually lower rankings;
• pausing ad spend can reset platform learning algorithms; or
• ceasing regular content production may reduce visibility.
5sum is not liable for such declines if marketing continuity is interrupted by your decision.
We will, however, advise on likely impacts and mitigation strategies.
Unless explicitly agreed in an SOW or NDA, 5sum may serve other clients in the same or related industries.
We commit to:
• maintaining strict confidentiality;
• never reusing your proprietary strategies or assets; and
• keeping clear separation of client resources.
If you require category exclusivity, this must be agreed in writing, with defined scope, duration, and compensation adjustments.
If you engage other agencies, contractors, or internal teams concurrently, 5sum is not responsible for outcomes caused by their actions or omissions.
For instance:
• poor website conversion rates affecting paid traffic results;
• third-party SEO errors leading to ranking penalties; or
• checkout malfunctions impacting ad ROI.
We will collaborate in good faith with other partners and highlight any identified risks or inconsistencies to help maintain campaign integrity.
5sum adheres strictly to ethical, “white-hat” marketing principles and industry codes of conduct.
We will not engage in, endorse, or facilitate:
• deceptive or manipulative SEO tactics;
• fake reviews, click fraud, or engagement bots;
• spammy backlink schemes; or
• concealed keyword stuffing or cloaking.
We may refuse instructions that violate platform terms or advertising laws.
While ethical strategies can take longer to yield results, they provide sustainable growth and reduce regulatory or reputational risk — which you expressly acknowledge and accept.
Upon full payment, you will own all campaign outputs and deliverables — including ad creatives, strategy documents, analytics reports, and lead data — in accordance with Section 10 (Intellectual Property).
However, intangible marketplace responses (e.g., public comments, reviews, or third-party interactions) are beyond our control.
We will assist in managing such outcomes during our engagement, but long-term reputation and user perception remain your responsibility.
If a campaign or advertisement produced by 5sum is investigated by the Advertising Standards Authority (ASA), Competition and Markets Authority (CMA), or any similar regulator, we will cooperate in good faith to support your response.
However:
• you, as the advertiser, bear ultimate legal responsibility for the advertising content;
• 5sum is not liable for fines, sanctions, or corrective measures unless the issue arises from our wilful misconduct or gross negligence; and
• if a regulator requires changes, 5sum will update or amend the materials to comply, at no extra cost, provided the issue concerns our original work and not your instructed claims.
(Note: The ASA typically does not impose monetary fines, though enforcement by other authorities may involve penalties.)
If our Services include designing, developing, or maintaining a website, application, or other digital content, 5sum supports accessible and inclusive design principles and generally follows the Web Content Accessibility Guidelines (WCAG) 2.1 as a best practice.
However, we only guarantee formal compliance with specific accessibility standards where explicitly included in the Statement of Work (SOW).
For example:
• If the SOW specifies “WCAG 2.1 AA compliance,” we will implement required measures (such as semantic HTML, text alternatives for media, ARIA roles, and keyboard navigation support) to meet that standard for the agreed scope and templates.
• If accessibility is not specified, we will still apply good design practice and aim for usability across common devices and browsers, but we will not test or certify against formal guidelines.
If you require specific accessibility outcomes — for example, due to legal obligations under the Equality Act 2010 (UK), ADA (US), or to meet public procurement standards — you must inform us at project initiation or include this requirement in the SOW.
We can also arrange accessibility audits or collaborate with accessibility specialists, subject to additional scope and fees.
You are responsible for identifying and communicating any sector-specific or jurisdictional regulations that apply to the Deliverables or campaigns.
Examples include, but are not limited to:
• Financial services: FCA rules on financial promotions;
• Healthcare: restrictions on medical or therapeutic claims;
• Children’s marketing: compliance with CAP Code and COPPA;
• Cross-border communications: regional marketing laws (e.g., CASL in Canada, GDPR in Europe, FTC rules in the US).
5sum will apply general industry knowledge and reasonable diligence (for example, ensuring ads are not misleading and that restricted products are appropriately handled), but you must not assume familiarity with the full legal nuances of every market or industry without explicit instruction.
If your Deliverables require legal or regulatory approval (e.g., compliance sign-off by your internal legal team), this should be incorporated into project timelines.
We will cooperate as needed but cannot assume responsibility for regulatory compliance outside our control or expertise.
If your Deliverables are intended for audiences in multiple countries or jurisdictions, please confirm whether localisation, translation, or cultural adaptation is required.
By default, 5sum produces work compliant with UK law and written in British English.
We can support localisation, multilingual content, or region-specific adaptations (including local legal or cultural considerations), but these must be clearly defined in the SOW and may require additional budget or lead time.
International legal or compliance variations (e.g., advertising restrictions, consumer law, or data privacy) are your responsibility to identify and instruct upon if relevant.
If the Deliverables include software, data, or technical materials subject to export control laws or encryption regulations, each party shall comply with all applicable requirements.
5sum does not anticipate its standard Services falling under export-controlled categories (e.g., military applications or restricted cryptography). However:
• You must ensure compliance if you plan to export or distribute Deliverables to countries under trade sanctions or embargo;
• Neither party may perform work that violates applicable sanctions, embargoes, or restricted-party lists; and
• Both parties represent that they are not on any denied-party list and that providing or receiving the Services does not breach any sanctions.
If an export control or sanctions issue arises, the affected scope may be suspended, modified, or terminated without fault by either party.
Beyond technical accessibility, both parties acknowledge the importance of inclusive and non-discriminatory content.
5sum strives to ensure Deliverables do not exclude or disadvantage protected groups, in line with laws such as the Equality Act 2010 (UK) and Americans with Disabilities Act (ADA) (where applicable).
Examples of reasonable inclusion measures include:
• providing captions or transcripts for videos upon request;
• ensuring sufficient colour contrast and readable typography; and
• avoiding discriminatory, biased, or culturally insensitive content.
If you are subject to specific accessibility, diversity, or public procurement standards (e.g., government contracts or public-sector compliance obligations), you must disclose these at the outset so we can incorporate appropriate adjustments or addenda.
Where Deliverables include or depend upon third-party software, APIs, or plug-ins that require ongoing user-side licensing, you are responsible for maintaining those licences.
5sum ensures all development tools and internal software we use are properly licensed, but any post-delivery or commercial-use licences (for example, map APIs, analytics tools, or hosted integrations with usage caps) must be managed and paid for by you once handed over.
We will inform you of any such licensing dependencies before project completion to avoid unanticipated limitations or costs.
If your organisation has environmental, social, or sustainability policies — such as reducing carbon footprint, minimising print output, or following sustainable travel practices — please notify us at the project outset.
5sum supports environmentally responsible operations by default (including remote collaboration, digital-first documentation, and minimal waste).
However, any specific sustainability requirements or certifications (e.g., ISO 14001 alignment, carbon neutrality targets) must be explicitly agreed and documented as part of the SOW or contractual terms.
If the project forms part of, or is funded by, a government contract, grant, or public-sector framework, you must disclose any additional terms that apply — such as:
• audit rights;
• specific ethical, security, or procurement requirements;
• data retention obligations; or
• clauses mandated by funding authorities.
5sum will review and, if appropriate, incorporate these provisions into a written addendum or modified SOW before commencing work.
We reserve the right to decline or renegotiate projects whose compliance conditions impose disproportionate administrative or legal burdens.
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement that is designated as confidential or that should reasonably be understood as confidential based on its nature or the circumstances of disclosure.
This includes, without limitation: business plans, marketing and financial data, pricing, customer lists, supplier details, product roadmaps, software source code, research, trade secrets, methodologies, technical information, strategies, reports, and any information marked or stated to be confidential.
For clarity:
• Your Confidential Information includes your proprietary data, business materials, and project-related information shared with us.
• Our Confidential Information includes our internal methodologies, proposals, pricing, and operational know-how.
Deliverables become your property once fully paid for (per Section 10) and thereafter are not deemed confidential. However, drafts, working files, and internal communications remain confidential until the Deliverables are finalised and transferred.
Information shall not be considered Confidential Information if the Receiving Party can demonstrate through written evidence that such information:
a. is or becomes publicly available without breach of this Agreement;
b. was already lawfully known to the Receiving Party, free of confidentiality obligations, at the time of disclosure;
c. is lawfully obtained from a third party without confidentiality obligations; or
d. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
General skills, experience, and know-how acquired in the normal course of business (even during this engagement) are not treated as the other party’s confidential information.
The Receiving Party shall:
• use the Disclosing Party’s Confidential Information solely for fulfilling obligations under this Agreement;
• not disclose it to any third party except as permitted herein; and
• restrict access to only those employees, contractors, or advisors who need to know the information to perform the Services and are bound by confidentiality obligations at least as strict as those in this Agreement.
Each party will exercise no less than a reasonable degree of care (and at least the same degree of care it uses for its own confidential materials) to protect the other party’s Confidential Information from unauthorised use, access, or disclosure.
If the Receiving Party is required by law, court order, or regulatory authority to disclose Confidential Information, it may do so only to the extent legally required, provided that (where permitted) it gives prompt written notice to the Disclosing Party to enable protective measures or an appropriate confidentiality order.
Both parties agree to cooperate reasonably in seeking to limit or protect the disclosure and to ensure that any disclosed information receives confidential treatment.
Confidentiality obligations:
• commence upon initial discussions between the parties (including pre-contract exchanges);
• continue throughout the term of this Agreement; and
• survive termination for a period of three (3) years thereafter.
Trade secrets (as defined by applicable law) will remain protected indefinitely, until they cease to qualify as trade secrets.
The duty to protect intellectual property rights, personal data, and proprietary materials does not expire. In practice, 5sum treats client information as confidential indefinitely, unless it enters the public domain through no fault of our own.
Upon request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or securely destroy all tangible and electronic copies of the Disclosing Party’s Confidential Information.
Exceptions:
• one archival copy may be retained for legal, regulatory, or insurance purposes; and
• automatically stored backup copies may be retained within secure systems, provided they remain subject to confidentiality obligations.
Any retained information must continue to be handled in accordance with this Section 16.
Except as expressly permitted under Section 10.4 (Portfolio Rights) or as required by law, neither party may issue press releases, make public statements, or otherwise disclose the existence or terms of this engagement without the prior written consent of the other.
Generic acknowledgements (e.g., inclusion in a client list such as “our clients include X”) are acceptable unless you have exercised an opt-out under Section 10.4.
However, any use of names, logos, or case details in marketing or publicity requires prior written approval.
Both parties agree to maintain professional respect and not to publicly disparage, denigrate, or otherwise harm the reputation, trademarks, or goodwill of the other party, its personnel, products, or services, during and after the term of this Agreement.
This clause does not restrict legitimate private feedback, lawful reporting to regulators, or the exercise of legal rights. Its purpose is to prevent defamatory statements or unprofessional public commentary (e.g., on social media or in press forums).
Each party acknowledges that the other’s employees, contractors, and consultants are valuable business assets.
Accordingly, neither party shall, without the prior written consent of the other, directly solicit or hire any individual who was materially involved in the performance of this Agreement, during its term and for twelve (12) months following termination.
This restriction does not apply to:
• general job postings or public recruitment not specifically targeted at the other party’s personnel; or
• situations where an employee independently responds to such a public posting.
If this clause is deemed overbroad or unenforceable in any jurisdiction, it shall be interpreted and enforced to the maximum lawful extent permitted.
(Note: This clause is drafted as mutual; if a one-way restriction is preferred — e.g., applying only to the Client — it can be modified accordingly.)
The parties acknowledge that any unauthorised disclosure of Confidential Information or breach of the non-solicitation clause could cause irreparable harm not adequately compensable by monetary damages.
Accordingly, in the event of an actual or threatened breach, the aggrieved party shall be entitled — in addition to any legal remedies — to seek injunctive relief, specific performance, or other equitable remedies without the need to post a bond (to the extent permitted by law).
These remedies are cumulative and do not limit any other rights available under law or contract.
Each party warrants that it has full right, power, and authority to enter into and perform its obligations under this Agreement, and that doing so will not breach any other agreement or legal restriction to which it is bound.
If you are entering this Agreement on behalf of a company or organisation, you warrant that you have the legal authority to bind that entity to these Terms.
FIVE SUM LTD warrants that all Services will be performed with professional skill and care, as follows:
These warranties are subject to the limitations and disclaimers set out in this Section and Section 20 (Limitation of Liability).
You warrant, represent, and undertake that:
Except as expressly provided in this Agreement, no other warranties, conditions, or representations, express or implied, are made by either party.
To the fullest extent permitted by law, all implied warranties — including but not limited to merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement — are expressly disclaimed.
In particular:
• 5sum does not warrant that any Deliverables (e.g., websites, software, or marketing systems) will be uninterrupted, error-free, or achieve specific business results, as these depend on external factors (see Section 14).
• Digital Deliverables are provided “as is” upon acceptance, subject to correction of material defects as part of the agreed acceptance and warranty process.
• Unless otherwise stated in the SOW, 5sum may provide a 30-day post-acceptance courtesy fix period for errors or defects directly caused by our work.
All warranties are further subject to Section 20 (Limitation of Liability).
If any Service, Deliverable, or feature is expressly designated as “beta,” “pilot,” or “trial,” it is provided on an “as is” basis for evaluation purposes only, without warranty of any kind.
You assume all risks associated with beta or pilot use until such Deliverables are formally accepted or commercially released.
5sum is not a law firm, accounting firm, or financial advisory practice.
Any observations or suggestions relating to legal, tax, or regulatory matters (e.g., “include a legal imprint,” or “verify advertising disclosures”) are provided for general informational purposes only and do not constitute legal or financial advice.
You should seek your own qualified professional advisors regarding compliance, taxation, or financial implications.
5sum disclaims responsibility for any legal, accounting, or regulatory consequences outside the expressly agreed scope of Services.
Similarly, any cost savings, ROI estimates, or financial projections we discuss are indicative only and not guaranteed outcomes.
Where Services incorporate or rely on third-party software, tools, platforms, or integrations (e.g., plugins, hosting, APIs, or marketing tools), those components are subject to their respective provider terms.
5sum makes no independent warranty regarding third-party offerings.
We warrant only our integration and implementation work, not the performance or reliability of the third-party services themselves.
Examples:
• If we integrate a WordPress plugin that later malfunctions, our warranty covers only our configuration or installation, not the plugin’s internal code.
• If we use open-source software, it is provided under its applicable licence (often “as is”), and no additional warranties apply beyond those terms.
Where possible, we will pass through any vendor warranties or support rights that we receive.
We do not warrant that analytics, attribution, or tracking data will be 100% accurate, as accuracy may be affected by factors such as user privacy settings, ad blockers, or browser limitations.
Similarly, any AI-generated data, forecasts, or performance predictions are best-effort estimations, not certainties or guarantees of future results.
If 5sum breaches the warranty in Section 17.2, your exclusive remedy shall be one of the following (at our discretion):
This warranty remedy is in addition to any rights under the IP indemnity (Section 19.1) or other remedies expressly provided herein.
These remedies represent your sole and exclusive recourse for warranty breaches.
These Terms are intended exclusively for business-to-business (B2B) transactions.
Accordingly, consumer protection laws and warranties do not apply.
If, despite this, any mandatory consumer rights are found to apply under applicable law, nothing in this Agreement excludes or limits those non-excludable statutory rights.
However, both parties acknowledge that 5sum’s services are not offered to consumers and that business clients enter this Agreement with full commercial capacity and understanding.
All warranties are subject to the limitations in Section 20 (Limitation of Liability).
Any claim alleging breach of warranty must be raised:
• within 30 days of discovery of the alleged issue; and
• in any event, no later than ninety (90) days following completion or delivery of the relevant Service or Deliverable.
Failure to raise a claim within these time limits shall constitute a waiver of such claim.
FIVE SUM LTD (“5sum”) shall defend, indemnify, and hold you (the Client) harmless from and against any third-party claim, demand, action, or proceeding (“Claim”) alleging that the Deliverables created solely by 5sum (excluding any Client Materials, Third-Party Materials, or content supplied or directed by you) infringe or misappropriate any valid UK or EU intellectual property right, including copyright, trademark, or design right.
5sum will pay:
• any final court-awarded damages,
• reasonable legal fees, and
• any settlement amounts approved by 5sum,
arising from such a Claim.
This obligation is subject to the following conditions:
(a) Prompt Notification:
You must notify 5sum in writing of the Claim as soon as reasonably practicable after becoming aware of it. Failure to give timely notice will relieve 5sum of its indemnity obligation only to the extent that delay materially prejudices our ability to defend the Claim.
(b) Control of Defence:
5sum shall have sole control over the defence and settlement of the Claim. You may participate at your own expense, but 5sum will not settle any Claim that imposes a non-monetary obligation or admission of liability on you without your prior written consent (such consent not to be unreasonably withheld).
(c) Cooperation:
You shall provide all reasonable assistance and information requested by 5sum, at our expense, in connection with the defence or settlement of the Claim.
(d) Mitigation Options:
If any Deliverable is found, or in 5sum’s reasonable opinion is likely, to infringe a third-party right, 5sum may at its option:
Upon such refund, all licences and usage rights for the affected Deliverable shall terminate.
(e) Exclusions:
5sum shall have no liability under this Section for any Claim arising from or relating to:
• Client Materials or specifications provided or dictated by you;
• modifications made by you or by third parties under your direction;
• combination or use of Deliverables with other materials or systems not supplied or approved by 5sum, where the infringement would not have occurred but for such combination; or
• use of the Deliverable outside the scope of licence or intended purpose.
(f) Entire Obligation:
This Section 18.1 constitutes 5sum’s entire liability and your exclusive remedy for any claim of intellectual property infringement related to the Deliverables or Services.
You (the Client) agree to defend, indemnify, and hold harmless 5sum, its directors, officers, employees, contractors, and agents from and against any third-party Claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or in connection with:
Conditions:
5sum will provide prompt written notice of any such claim, grant you control of the defence (subject to our right to approve any settlement imposing non-monetary obligations on us), and provide reasonable cooperation.
We may, at our own expense, participate in the defence through separate counsel if a conflict of interest arises or we deem it necessary.
Each party shall, at its own expense, maintain appropriate insurance coverage consistent with good industry practice to support its indemnity and liability obligations under this Agreement.
Such insurance may include, as applicable:
• Professional Indemnity (Errors & Omissions);
• Commercial General Liability; and
• Cyber and Data Protection Liability.
Upon reasonable request, each party will provide the other with a certificate of insurance evidencing current coverage.
The obligations of the indemnifying party under this Section are conditional upon the indemnified party:
Failure to meet these procedural requirements will not void the indemnity but may proportionately reduce the indemnifier’s liability to the extent prejudiced.
These indemnities are intended solely for the benefit of the contracting parties and their permitted successors or assigns.
No third party shall have any right to enforce or benefit from the indemnity provisions of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Nothing in this Agreement limits or excludes either party’s liability for:
• death or personal injury caused by its negligence or that of its employees, agents, or subcontractors;
• fraud or fraudulent misrepresentation;
• breach of confidentiality or data protection laws, where liability cannot be lawfully excluded; and
• any other liability which cannot be excluded or limited under applicable law (including liability deemed unreasonable to exclude under the Unfair Contract Terms Act 1977).
5sum does not seek to exclude or limit liability in any of the above categories.
Subject to Section 19.1, neither party shall be liable to the other, under any cause of action (including contract, tort, negligence, misrepresentation, breach of statutory duty, or otherwise), for any indirect, special, incidental, consequential, punitive, or exemplary losses or damages, including without limitation:
• loss of profits;
• loss of revenue;
• loss of anticipated savings;
• loss of business, opportunity, or contracts;
• loss of goodwill or reputation;
• loss or corruption of data (beyond the reasonable cost of re-performing the service to restore it, if caused by our fault);
• business interruption; or
• any other similar or consequential economic losses.
Even if such losses were foreseeable, advised, or otherwise known, neither party may recover them under this Agreement.
In plain terms: each party’s remedies are limited to direct losses only.
Subject to Sections 19.1 and 19.2, each party’s total aggregate liability to the other — for all claims, damages, and losses arising from or in connection with this Agreement or any Statement of Work (whether in contract, tort, or otherwise) — shall not exceed the total fees paid or payable by the Client to 5sum under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim.
If the claim occurs before twelve months of Services have elapsed, the cap will equal the total contract value (or expected fees) under that SOW.
All claims arising from the same or related events count toward this single aggregate cap.
Example: If total fees for the year were £100,000, the maximum combined liability for all claims related to that SOW would be £100,000.
Unless otherwise agreed, this cap applies per SOW, not across unrelated projects.
Clarification: This liability cap applies only to professional service engagements under these Terms of Business.
A separate and lower liability cap (currently £10,000) applies solely to general website use under our Website Terms of Use, which govern browsing, downloads, and non-contractual interactions with 5sum’s site.
Without limiting the general exclusions in Section 19.2, 5sum shall not be liable for:
• Third-Party Platform Issues: disruptions or losses caused by failures, suspensions, or policy changes in third-party systems or platforms (e.g., Google Ads, Meta, LinkedIn);
• Marketing or Performance Outcomes: any losses related to campaign performance, ROI, or results not achieved (see Section 14);
• Client Delays or Breaches: costs, losses, or missed opportunities arising from your delays, non-cooperation, or contractual breaches;
• Viruses or Cyber-Attacks: damage arising after handover caused by malware, hacking, or cyber incidents, except where directly caused by our failure to implement agreed security measures;
• Integration Failures by Others: issues resulting from improper configuration or system failures caused by third-party integrations or other contractors, unless the fault is solely attributable to 5sum;
• Unapproved Use or Alterations: losses resulting from your use of Deliverables in ways not intended, licensed, or supported, including unauthorised modifications or derivative works;
• Advertising Spend: campaign or media spend directed or approved by you does not constitute recoverable “losses” (for example, we do not refund ad spend that fails to convert);
• External Dependencies: losses arising from hosting providers, ISPs, or other service providers not under 5sum’s control.
The parties acknowledge that:
• the limitations and exclusions of liability in this Section are reasonable and customary in commercial agreements of this nature;
• they have been expressly considered and negotiated between the parties; and
• the agreed pricing reflects this allocation of risk.
Both parties confirm that the limitations satisfy the reasonableness requirements of the Unfair Contract Terms Act 1977, to the extent applicable.
If a claim could be brought under multiple causes of action (e.g., contract and negligence), and one of those causes is limited or excluded under this Section, that limitation or exclusion shall apply to all causes of action.
This prevents circumvention of the agreed liability framework by re-characterising claims.
The liability cap in Section 19.3 applies to all claims under this Agreement, including indemnities, unless expressly stated otherwise.
For clarity:
• amounts paid or payable under indemnities (such as under Section 18.1) count towards the overall cap, unless explicitly carved out in the SOW; and
• the existence of insurance coverage or an indemnity obligation does not increase or extend the liability cap.
(Note: The parties may agree that 5sum’s IP indemnity under Section 18.1, or liability for breach of confidentiality, shall be subject to a higher or separate cap — for example, “two times the aggregate fees paid under the applicable SOW.”)
To the fullest extent permitted by law, you agree not to bring any claim personally against 5sum’s directors, officers, employees, or agents in connection with this Agreement.
All obligations and liabilities are owed solely by FIVE SUM LTD, and any claim must be made against the company itself.
Similarly, 5sum shall not be liable to your affiliates, subsidiaries, clients, or end customers unless expressly stated in writing.
Any claim by either party under or in connection with this Agreement must be brought within twelve (12) months of the date the cause of action first arose, or (if earlier) within twelve (12) months of termination or expiry of the relevant SOW.
Claims not raised within this period shall be time-barred, except where such limitation is prohibited by law.
This ensures both parties act promptly and preserve evidence for timely resolution.
Either party may terminate this Agreement or any individual Statement of Work (SOW) for convenience (i.e., without cause) by giving at least thirty (30) days’ prior written notice, unless a different notice period is specified in the relevant SOW.
If you (the Client) terminate for convenience, you agree to pay for:
• (a) all Services properly rendered and expenses incurred up to the effective termination date; and
• (b) for fixed-fee or milestone-based projects, a fair and proportional portion of the total fee reflecting the work completed to date, including any non-cancellable commitments or reasonable close-out costs.
If 5sum terminates for convenience, we will:
• refund any prepaid fees for Services not yet performed; and
• reasonably cooperate with you to facilitate an orderly transition or handover of any in-progress work.
(Note: Deposits are generally non-refundable once work has commenced, except where termination arises due to 5sum’s material breach — see Section 20.9.)
Either party may terminate this Agreement or any SOW immediately, or on short written notice, if the other party:
• (a) materially breaches any term of this Agreement or SOW and fails to remedy the breach within fourteen (14) days of receiving written notice requiring correction; or
• (b) commits a breach that is incapable of remedy.
For clarity, a “material breach” includes, but is not limited to:
• failure to pay undisputed fees when due (Client breach);
• repeated non-performance or serious failure to deliver agreed Services (5sum breach);
• breach of confidentiality or data protection obligations; or
• persistent violations of law or regulation in relation to the project.
If a breach is irremediable (e.g., unlawful conduct or loss of essential cooperation), the non-breaching party may terminate immediately by notice.
As an interim remedy, 5sum reserves the right to suspend performance of Services, in whole or in part, if:
• Client payments are overdue by more than fifteen (15) days; or
• Client actions or inactions materially impede project progress.
Before suspension, 5sum will provide at least five (5) business days’ written notice and an opportunity to cure.
During suspension:
• all project timelines are automatically extended;
• 5sum bears no liability for resulting delays; and
• suspension does not waive our right to later terminate or recover overdue amounts (including interest).
Either party may terminate this Agreement immediately by written notice if the other:
• becomes insolvent, bankrupt, or enters administration, receivership, or any analogous proceeding;
• makes a general assignment for the benefit of creditors; or
• ceases, or threatens to cease, business operations.
5sum may also terminate if the Client undergoes a change of control to a direct competitor or to an entity with which 5sum is legally prohibited from contracting.
Conversely, any acquisition or merger involving 5sum does not automatically terminate this Agreement; the contract continues with the successor entity unless the Client opts to terminate.
Upon termination or expiry of this Agreement or any SOW:
The following provisions shall survive termination or expiry of this Agreement:
• Payment obligations (for amounts accrued or due);
• Intellectual Property and Licensing (Section 10);
• Confidentiality (Section 16);
• Indemnities (Section 18);
• Disclaimers and Limitations of Liability (Sections 17 and 19);
• Governing Law and Dispute Resolution (Section 25); and
• any other provisions which by their nature are intended to survive.
If a specific SOW is terminated, this Master Agreement shall remain in force with respect to other active SOWs.
However, if the Agreement itself is terminated and no SOWs remain active, the contractual relationship between the parties shall end, subject to the survival provisions above.
As provided in Section 24.3, if a Force Majeure Event prevents or substantially delays performance of the Services for more than thirty (30) consecutive days, either party may terminate the affected SOW (or this Agreement if applicable) without penalty, upon written notice.
If the Client has paid an upfront deposit and cancels without cause before meaningful work has commenced, refund entitlement will depend on the terms of the relevant SOW.
By default:
• any deposit is non-refundable once resources have been allocated or scheduling has begun; and
• deposits are refundable only in the event of 5sum’s breach or lawful termination for 5sum’s fault.
(Note: Parties may agree to make a portion of deposits refundable based on elapsed time or percentage of work commenced.)
Termination permitted under this Agreement shall not give rise to any right of compensation, reimbursement, or damages beyond those expressly stated herein.
In particular:
• If the Client terminates early, 5sum shall not be liable for replacement supplier costs, loss of anticipated profits, or business disruption.
• If 5sum terminates early for convenience, we are not liable for loss of future revenue or expectation damages for unperformed work.
Each party’s remedies on termination are limited to the obligations explicitly described in this Section.
Each party shall comply with all applicable laws, regulations, and professional standards in the performance of this Agreement.
This includes, without limitation:
• data protection and privacy laws (as set out in Section 12);
• advertising and marketing regulations (Sections 7.5 and 14);
• intellectual property laws;
• anti-money laundering, competition, and consumer protection laws; and
• any industry-specific or jurisdiction-specific requirements disclosed by either party.
Each party is responsible for ensuring that its own operations, personnel, and subcontractors act in accordance with applicable laws when performing obligations under this Agreement.
Both parties represent, warrant, and covenant that:
• they have not, and will not, directly or indirectly offer, promise, authorise, or give any bribe, facilitation payment, kickback, or other thing of value to any person or public official to obtain or retain business or secure any improper advantage; and
• they will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), and any equivalent laws in relevant jurisdictions.
Each party will maintain policies, training, and internal controls reasonably designed to ensure compliance.
If either party becomes aware of any actual or suspected violation of this clause, it shall promptly notify the other and cooperate in good faith to investigate or remediate.
A breach of this Section constitutes a material breach entitling the non-breaching party to immediate termination under Section 20.2.
Both parties further agree not to engage in fraud, embezzlement, extortion, or other unethical practices in relation to this Agreement.
Each party agrees to comply with all applicable export control and economic sanctions laws, including those administered by:
• HM Treasury (UK);
• the European Union; and
• the US Department of the Treasury’s Office of Foreign Assets Control (OFAC).
Neither party shall export, re-export, transfer, or disclose any goods, software, or technical data received under this Agreement in violation of such laws.
Each party confirms that it:
• is not listed on any government denied, debarred, or sanctioned party list;
• is not owned or controlled by, or acting on behalf of, any sanctioned entity or person; and
• is not located in or a national of any country subject to comprehensive trade sanctions.
If either party becomes subject to sanctions or prohibited by law from performing under this Agreement, the other may immediately suspend or terminate the engagement without penalty.
If an export licence or government authorisation is required and cannot be obtained, the affected obligations shall be suspended or cancelled to the extent necessary.
5sum is committed to ethical labour practices and compliance with the UK Modern Slavery Act 2015.
Each party represents and warrants that, in performing this Agreement, it:
• does not use forced, bonded, or involuntary labour;
• maintains policies and due diligence procedures to prevent modern slavery within its operations and supply chain; and
• will take reasonable steps to ensure its suppliers and subcontractors comply with the same principles.
Where legally required (e.g., above the turnover threshold), 5sum will maintain and publish a Modern Slavery Transparency Statement.
Any breach of this Section constitutes a material breach entitling the non-breaching party to immediate termination.
Both parties will strive to conduct business in an environmentally responsible and sustainable manner, seeking to reduce waste, conserve energy, and promote ethical sourcing.
Each party affirms its status as an Equal Opportunity Employer and agrees to comply with applicable anti-discrimination, equality, and diversity laws.
If specific environmental or social sustainability commitments are to apply, they must be mutually agreed and documented in the relevant SOW or written addendum.
If either party requires adherence to specific codes of conduct, ethical guidelines, or security policies, such policies must be provided in writing in advance.
For example:
• If the Client requires 5sum to comply with its Supplier Code of Conduct, 5sum will review and confirm acceptance (or discuss any conflicts).
• Conversely, if 5sum personnel attend the Client’s premises, the Client shall:
– provide a safe and compliant working environment;
– inform 5sum of relevant workplace health and safety rules; and
– ensure that 5sum staff are treated with respect and non-discrimination.
Each party shall promptly notify the other in writing if it becomes aware of:
• any government investigation, audit, or inquiry related to the subject matter of this Agreement; or
• any potential or actual violation of the laws or obligations set forth in this Section.
The parties shall then cooperate in good faith to assess, mitigate, and, where appropriate, suspend or modify activities to ensure legal compliance.
If any provision of this Section is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.
Such provision shall be interpreted or reformed to the extent necessary to give effect to the parties’ original intent to comply with all applicable legal and ethical standards.
This Agreement — including all Statements of Work (SOWs), annexes, and any related non-contractual obligations — shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
Both parties acknowledge that this governing law provides predictability and neutrality, regardless of the location of the Client or the performance of the Services.
Default (Court Jurisdiction)
The parties agree that the courts of England and Wales (London) shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement, its subject matter, or formation (including non-contractual disputes or claims).
Either party may, however, seek interim injunctive or equitable relief in any court of competent jurisdiction (for example, to protect intellectual property, confidential information, or prevent irreparable harm).
Arbitration Alternative
If both parties mutually agree in writing at the time a dispute arises, the matter may instead be referred to binding arbitration under the rules of the London Court of International Arbitration (LCIA) (or another mutually agreed arbitral body, such as the ICC).
• Seat of arbitration: London, United Kingdom.
• Language: English.
• Tribunal: One arbitrator (appointed jointly by the parties, or by the LCIA if agreement cannot be reached).
• Award: Final and binding; judgment may be entered in any court of competent jurisdiction.
• Confidentiality: The existence of the arbitration, the proceedings, and the award shall remain confidential except as necessary to enforce or challenge the award or as required by law.
Either party may still apply to a court for interim or conservatory relief (such as an injunction) before or during arbitration to protect rights or assets pending the outcome.
(Note: Arbitration is often recommended for cross-border clients due to enforceability under the New York Convention, but local litigation is typically preferred for UK-based clients.)
Before commencing litigation or arbitration, the parties shall first attempt to resolve any dispute amicably and in good faith.
If a dispute arises, either party may issue a written notice of dispute outlining the issues in contention. Within ten (10) business days of such notice, senior representatives of both parties — with authority to settle the dispute and who were not directly involved in the dispute’s cause — shall meet (in person or virtually) to discuss and attempt to reach resolution.
If no resolution is reached within twenty (20) business days thereafter (or such longer period as the parties may agree), either party may proceed to formal proceedings under Section 22.2.
This clause shall not restrict a party from seeking urgent injunctive or equitable relief at any time, where delay could result in irreparable harm (for example, to protect intellectual property or confidential information).
At any time before or during formal proceedings, the parties may mutually agree to refer the dispute to mediation through a recognised UK mediation body (such as the Centre for Effective Dispute Resolution (CEDR)).
• The mediator shall be jointly selected and the costs shared equally.
• Mediation discussions and documents shall be confidential and without prejudice.
• Any settlement reached through mediation shall be recorded in writing and binding once signed by both parties.
Mediation does not prevent either party from later pursuing litigation or arbitration if settlement is not achieved.
Nothing in this Agreement prevents either party from seeking immediate injunctive, interim, or equitable relief in a court of competent jurisdiction to protect its rights or assets, including in cases of:
• unauthorised use or disclosure of Confidential Information;
• actual or threatened infringement of intellectual property; or
• breach of non-solicitation obligations.
Such relief may be sought without first engaging in negotiation or mediation if delay could cause irreparable harm.
Each party shall bear its own legal costs in connection with any dispute unless otherwise ordered by the court, tribunal, or mutually agreed settlement.
(Optional alternative: “The prevailing party in any formal proceeding shall be entitled to recover reasonable legal fees and costs from the other party.”)
This option can be tailored based on your enforcement preference.
To the extent applicable under any jurisdiction, both parties irrevocably waive any right to a jury trial in any judicial proceedings concerning disputes arising from or related to this Agreement.
(Note: This clause is primarily relevant if the Agreement is enforced in the United States or similar jurisdictions.)
If any provision of this Section conflicts with mandatory law or public policy (for instance, in circumstances involving statutory small-business protections or consumer rights), such provision shall be interpreted or reformed to the minimum extent necessary to comply with the law, without affecting the validity or enforceability of the remaining provisions.
The intent of this Section is to ensure that disputes are handled fairly, efficiently, and in accordance with English law.
This Agreement (including these Terms of Business, all Statements of Work (SOWs), and any annexes or documents expressly incorporated by reference) constitutes the entire agreement between the parties regarding its subject matter.
It supersedes all prior discussions, proposals, negotiations, representations, understandings, or agreements (whether written or oral) relating to the same subject matter.
Each party acknowledges that, in entering into this Agreement, it has not relied on any statement or representation not expressly set out herein.
Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation, or for any term which cannot lawfully be excluded.
Any amendment or modification to this Agreement (including any SOW) must be in writing and signed (or clearly agreed electronically) by authorised representatives of both parties.
Email correspondence may suffice if it clearly reflects mutual intent to modify contractual terms, though formal Change Orders or Addenda are preferred for clarity.
Notwithstanding the foregoing, 5sum may update these Terms of Business from time to time for future engagements in accordance with Section 2.2; such updates will not retroactively alter any signed or active SOWs unless both parties expressly agree.
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other, except that:
• either party may assign the Agreement (together with all SOWs) to an affiliate or successor entity in connection with a merger, acquisition, or sale of substantially all relevant assets or business, provided the assignee assumes all obligations in writing and prompt notice is given to the other party; and
• if the Client is acquired by or merged with a direct competitor of 5sum, 5sum reserves the right to terminate this Agreement upon written notice, with a pro-rata refund of any prepaid unused fees, if continued affiliation would reasonably harm its business interests.
Any unauthorised assignment is void. This Agreement binds and benefits the parties, their successors, and permitted assigns.
5sum may engage subcontractors or independent consultants (“Subcontractors”) to assist in performing the Services, provided that 5sum remains fully responsible for their performance and compliance with this Agreement.
All Subcontractors engaged will be bound by confidentiality and data protection obligations no less protective than those set out herein.
We typically handle strategy and creative work in-house but may subcontract technical, production, or specialist tasks (e.g., developers, videographers, translators).
Use of subcontractors shall not relieve 5sum of its obligations or limit your rights under this Agreement.
Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) if caused by circumstances beyond its reasonable control (“Force Majeure”), including but not limited to:
acts of God, war, terrorism, civil unrest, pandemics or epidemics (including government restrictions), strikes, labour disputes, fire, flood, extreme weather, power or network outages, or government actions.
The affected party shall promptly notify the other, mitigate the effects, and resume performance as soon as reasonably possible.
If the Force Majeure event continues for more than thirty (30) days, either party may terminate the affected SOW upon written notice.
Payments remain due for Services already performed or deliverables completed prior to the Force Majeure event.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employer–employee relationship between them.
Neither party has authority to bind the other beyond the scope of this Agreement.
Each party is responsible for its own staff, taxes, insurance, and expenses.
For clarity, 5sum’s personnel are not entitled to Client employee benefits, and Client personnel are not entitled to any benefits from 5sum.
This Agreement is made solely between the parties and their permitted successors and assigns.
It does not confer rights or remedies on any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except as expressly stated.
Affiliates of the Client or of 5sum that benefit indirectly from the Services do not acquire independent enforcement rights under this Agreement.
No failure or delay by either party in exercising any right or remedy shall operate as a waiver of it.
A waiver is effective only if made explicitly and in writing, and it applies only to the specific instance for which it is granted.
A single waiver shall not be deemed a waiver of subsequent breaches or rights.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable.
If modification is not possible, the invalid provision shall be severed, and the remaining provisions shall continue in full force and effect.
The parties shall then negotiate in good faith to replace the invalid clause with a valid one that most closely reflects the intended commercial purpose.
Headings are for convenience only and do not affect interpretation.
References to the singular include the plural and vice versa.
“Including” means “including without limitation.”
References to laws include any amendments or successors.
Both parties have had the opportunity to review this Agreement; therefore, any ambiguity shall not be construed against either party (i.e., no contra proferentem rule applies).
All references use UK English conventions and terminology.
All formal or legal notices under this Agreement must be in writing and delivered to the recipient’s designated address (or as otherwise notified in writing).
Permissible delivery methods include:
• Courier or tracked post – deemed received upon confirmed delivery;
• Royal Mail Special Delivery (or equivalent) – deemed received on the second business day after posting; or
• Email with confirmation of receipt – deemed received the same business day if sent before 5:00 PM (UK time), otherwise on the next business day, provided no bounce or failure notice is received.
Routine communications regarding project delivery may occur via normal email channels or collaboration tools, but formal notices relating to breach, termination, indemnity, or legal disputes must comply with this Section.
This Agreement, any SOW, or any amendment may be executed in counterparts, each of which shall be deemed an original and together constitute one binding agreement.
Execution and delivery via PDF, email, or secure e-signature platform (e.g., DocuSign) shall have the same legal effect as physical signatures.
The parties agree to recognise and rely upon electronic signatures and records as valid and enforceable.
For clarity and avoidance of doubt, no third party shall have the right to enforce any provision of this Agreement, except as expressly permitted in Section 23.7.
This clause reaffirms the exclusion of rights under the Contracts (Rights of Third Parties) Act 1999.
This Agreement is drafted and executed in English.
If translated into another language for convenience, the English version shall prevail for all purposes of interpretation, enforcement, and dispute resolution.
Unless the Client has opted out in writing, 5sum may list the Client’s name and logo in its client roster or general marketing materials for reference purposes.
This does not include displaying specific work or deliverables, which is governed separately under Section 10.4 (Portfolio Rights).
Each party shall, at its own expense, execute and deliver any further documents and perform such acts as may be reasonably required to give full effect to this Agreement and the transactions contemplated herein.
This includes cooperation on documentation for IP assignments, project transitions, or regulatory filings necessary to implement the Agreement.
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