Last updated: 18 August 2026
How these terms apply
Agreement structure
These Terms of Business set the standard terms for services supplied by Ducie Street Media Ltd, trading as Ducie Street Media (DSM). They are intended to be used alongside the proposal, project agreement, ongoing service schedule, and any approved change request for the work.
Business clients only
Unless DSM expressly agrees otherwise in writing, these terms apply where the client is acting for business, trade, or professional purposes and not as a consumer.
Which document takes priority?
If two documents contain different terms, the following order applies, with the document higher on the list taking priority:
- Signed project agreement or ongoing service agreement
- Approved written change request
- Accepted proposal or statement of work
- These Terms of Business
A reference to “writing” includes email and electronic signature unless a project agreement says otherwise.
DSM service pages, Service Inclusions Guides, brochures, and other general pricing or service information describe normal starting positions only. They do not override the accepted proposal or project agreement unless that document expressly incorporates them.
1. Parties and agreement
These terms apply to services supplied by Ducie Street Media Ltd, trading as Ducie Street Media. The person or organisation buying the services is referred to as the client.
A binding agreement is formed when the client accepts a proposal, signs an agreement, pays a required initial invoice, or otherwise clearly confirms acceptance in writing. DSM may require a signed agreement or cleared initial payment before work starts.
2. What DSM is agreeing to provide
The accepted proposal or statement of work describes the services, agreed outputs, assumptions, exclusions, timetable, revision allowance, and price. DSM will carry out the agreed services with reasonable care and skill.
Where the agreed work includes standard website copywriting, content refinement, product content, collection pages, or hub or category pages, DSM will use the accurate information, existing material, images, specifications, and other source material supplied or approved by the client to plan and produce the finished content. Unless the proposal says otherwise, the client is not expected to provide finished marketing copy.
Where the proposal refers to a standard page, it means a page with one clear purpose that can be produced mainly from client-supplied information and source material without unusual custom functionality, substantial independent research, or specialist regulatory requirements. The proposal may define other standard items, such as product listings, collection pages, or hub pages, on the same basis.
Anything not stated as included should not be assumed to be included. If the client asks for additional work, DSM will explain any change to price or timing before carrying it out.
3. Client responsibilities
The client must provide the accurate business, service, product, pricing, policy, source material, images, specifications, access, decisions, approvals, and other information reasonably needed for the work. Information supplied to DSM must be accurate, lawful, and suitable for DSM to rely on when producing or refining the agreed content.
The client remains responsible for approving the factual accuracy, legality, regulatory compliance, product claims, prices, policies, and other business information used in its website, marketing, systems, or materials.
If particular wording must be used or avoided, or if content includes specialist, technical, legal, medical, financial, regulated, or other sector-specific claims, the client must identify this and provide the relevant accurate source information before approval. Independent specialist research or regulatory review is only included where the proposal expressly says so.
4. Timetable and delays
Project dates depend on both parties completing their agreed actions on time. If information, content, access, feedback, or approval is delayed, the schedule may move.
Where a client delay affects booked production time, DSM may pause or rebook the work around other commitments. DSM will communicate any material effect on the expected timetable.
5. Fees and payment
The proposal or agreement states the fee, payment schedule, and any initial payment or recurring charge. Work begins after any required initial payment has cleared.
Invoices must be paid by the due date shown on the invoice. Payments must be made without deduction or set-off unless the law requires otherwise. VAT will only be added where it is legally chargeable.
For business-to-business debts, DSM keeps its statutory rights in relation to late payment, including any right to interest, fixed compensation, and reasonable recovery costs.
6. Pausing work for non-payment
If an undisputed invoice is overdue, DSM may give written notice and pause work, withhold launch or handover, or suspend an ongoing service until the account is brought up to date. Any resulting delay may move the delivery timetable.
Pausing work does not remove the client’s obligation to pay amounts already due.
7. Revisions and changes
The proposal states any revision rounds included in the price. Feedback may involve several people, but the client should provide one organised set of agreed comments for each revision round.
Additional concepts, standard pages, hub or category pages, product listings, collection pages, functions, integrations, revision rounds, or a change of direction may be treated as additional work. DSM will confirm the additional price and any timetable change before that work proceeds.
Large catalogues, bulk location-page projects, substantial independent research, long-form editorial work, regulated or specialist content, extensive data cleaning or migration, and other work materially beyond the agreed standard items may be quoted as a separate stage or additional piece of work unless expressly included in the proposal.
Where the proposal includes a stated number of product listings, collection pages, or other repeated items, the proposal determines how those items are counted. Normal variants such as size or colour may be treated as one product listing where they share one product page; separate product pages or materially different content count separately unless the proposal says otherwise.
8. Third-party services and costs
Domains, hosting, plugins, themes, fonts, stock assets, ecommerce platforms, payment providers, social platforms, CRM systems, analytics tools, and other external services are supplied by third parties and are subject to their own licences, prices, availability, and terms.
Unless the proposal specifically says otherwise, the client is responsible for third-party fees and for maintaining its own accounts. DSM is not responsible for a third party changing its price, features, policies, availability, or terms.
Where a third-party service must be selected or purchased for the project, DSM will discuss it with the client before committing the client to a cost.
9. Intellectual property
After full payment of all amounts due for the relevant work, ownership of approved bespoke work created specifically for the client transfers to the client where the proposal identifies it as a client-owned output. Until those amounts are paid in full, ownership remains with DSM. This transfer does not include third-party materials or DSM background materials.
DSM keeps ownership of its reusable tools, methods, templates, know-how, code libraries, processes, and components developed independently of, or capable of being reused outside, the client project. Where DSM material is incorporated into a paid client-owned output and is needed for the client to use that output as intended, DSM gives the client a non-exclusive, ongoing licence to use that material as part of the completed work.
Third-party and open-source materials remain subject to their own licences. Drafts, rejected concepts, working files not agreed for handover, and unpaid work remain the property of DSM.
10. Client materials
The client confirms that it has the right to provide and authorise DSM to use all names, text, images, logos, data, trademarks, files, and other materials supplied for the project.
Where DSM is engaged to write or refine content, existing client copy and other supplied material may be used as source material rather than reproduced word for word. DSM may restructure, rewrite, combine, or shorten that material where reasonably needed for the agreed page or content purpose, subject to the client’s approval and any wording the client has identified as mandatory.
The client is responsible for claims arising from materials or instructions it supplies where DSM has used them as authorised and had no reasonable reason to know they were unlawful or infringed another person’s rights.
11. Review, acceptance, and launch
The client must review the agreed work and report material issues within the review or acceptance period stated in the proposal. This includes checking factual information, prices, product or service details, policies, claims, and any wording for which the client is responsible. If no period is stated, the client should respond within five business days of DSM requesting approval.
Minor issues that do not prevent normal use do not automatically delay launch, acceptance, or payment. DSM will correct agreed defects within a reasonable period.
If the client approves launch, starts using the completed work in normal business, or confirms acceptance in writing, the work is treated as accepted subject to any separately agreed post-launch support.
12. Hosting, domains, maintenance, and support
The client should normally retain control of its domain name and key business accounts. Hosting, backups, maintenance, updates, monitoring, and support are only included where the proposal or ongoing service agreement expressly says so.
Where DSM provides ongoing website maintenance and support, the agreed service may include routine updates, backups, monitoring, troubleshooting, content or form changes, and smaller development tasks. The proposal or ongoing service agreement confirms the work included, responsibilities, response expectations, and any recurring fee.
Where DSM takes on an existing website, support is based on the website, access, integrations, and technical condition identified during the initial review. Pre-existing problems, unsupported or outdated components, undocumented customisations, security issues, or other material problems identified after support begins may require separate remedial work before DSM can safely continue with the affected task.
Maintenance and support do not guarantee uninterrupted website availability or prevent every technical, security, hosting, platform, or third-party problem. Third-party failures, unauthorised changes, major recovery work, security incidents caused outside DSM’s reasonable control, substantial new development, and emergency or out-of-hours support are not included unless the agreement expressly says otherwise.
Unless DSM is expressly contracted to manage them, the client remains responsible for third-party renewals, account security, licences, hosting, and other external services. Where work falls outside the agreed maintenance or support service, DSM will explain the additional requirement and agree any additional cost before that work proceeds.
13. SEO, analytics, and performance
DSM carries out SEO, analytics, advertising support, social media, digital strategy, content structuring, and related work with reasonable care, but does not guarantee rankings, traffic, sales, enquiries, conversion rates, platform approvals, inclusion or citation in AI-generated search results, or appearance in any specific search or AI feature.
Results can be affected by competition, search and platform changes, third-party systems, the client’s offer, pricing, stock, reputation, content, implementation, and other factors outside DSM’s control. Forecasts, estimates, or examples are not guarantees.
14. Confidentiality
Each party must keep the other party’s confidential information secure and use it only for the agreement. Confidential information may be shared with staff, professional advisers, or subcontractors who need it for the work and who are required to keep it confidential.
This obligation does not apply to information that is already public through no breach of the agreement, was lawfully known before disclosure, is received lawfully from another source, or must be disclosed by law.
15. Data protection
Each party is responsible for complying with applicable data protection law for personal information it controls in its own right, including normal business contact and account information.
Where DSM processes personal information on the client’s behalf, the parties will use a separate Data Processing Addendum or other written data-processing terms where required. Those terms will describe the processing and include the contractual protections required by applicable data protection law.
The client is responsible for ensuring that its instructions to DSM are lawful and that it has the necessary basis, notices, and permissions for personal information it asks DSM to process.
16. Portfolio use
Unless confidentiality or another written restriction has been agreed, DSM may identify the client and show completed public-facing work in its portfolio, website, presentations, awards entries, and business development materials after the work has been made public.
DSM will not intentionally disclose confidential information or unpublished client materials for portfolio purposes.
17. Subcontractors and specialist suppliers
DSM may use suitably qualified subcontractors or specialist suppliers to help provide the services. DSM remains responsible for the services it has agreed to supply, subject to the terms of the agreement.
Where a subcontractor processes personal information on the client’s behalf, the applicable data-processing terms will govern that arrangement.
18. Cancellation and termination
Any minimum commitment, cancellation charge, or notice period specific to the service is stated in the proposal or agreement.
If the client cancels a one-off project, it must pay for work completed up to the cancellation date, approved additional work, and any non-refundable third-party costs already committed for the project. Any initial payment or deposit will be credited against those amounts. Any part of an initial payment that exceeds the sums properly due will be dealt with in accordance with the accepted proposal or project agreement. A separate cancellation charge only applies where it was clearly stated in the accepted proposal or agreement.
Either party may end the agreement for a material breach if the other party does not remedy that breach within 14 days after written notice, where the breach can be remedied. A project agreement may specify a different remedy period. DSM may suspend or end work immediately where instructions are unlawful, continued work would create a serious legal or security risk, or there is serious abusive or threatening conduct.
DSM may also suspend or terminate for persistent non-payment or serious non-cooperation after reasonable written notice. Ending the agreement does not remove either party’s rights or obligations that arose before the end date.
19. What happens when an agreement ends
Amounts already due remain payable. DSM will issue any final invoice for work completed, approved additional work, and agreed or committed costs incurred up to the end date. Where an ongoing service is ending, fees remain payable through any agreed notice period unless the parties agree otherwise in writing.
Once all amounts due have been paid, DSM will provide the handover items expressly included in the agreement. DSM will return or transfer client-controlled access that it holds and reasonably assist with an agreed handover. Data and personal information will be returned, transferred, retained, or deleted in line with the agreement, any applicable Data Processing Addendum, and legal record-keeping requirements. Work that is incomplete at termination is supplied only where the agreement requires it or the parties agree the handover and any related fee in writing.
Clauses that are intended to continue after the agreement ends, including confidentiality, intellectual property, payment obligations, liability, and governing law, continue to apply.
20. Liability
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.
Subject to the paragraph above, DSM is not responsible for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, or business opportunity where that loss is indirect. DSM is not responsible for loss caused by third-party services, client-supplied materials, client changes, unlawful client instructions, or matters outside DSM’s reasonable control, except to the extent the loss was caused by DSM’s breach of the agreement.
Unless the project agreement states a different cap, DSM’s total aggregate liability arising from or in connection with a one-off project is limited to the total fees paid or payable for that project. For an ongoing service, DSM’s total aggregate liability is limited to the fees paid or payable for that service during the 12 months immediately before the event giving rise to the claim, or, where the service has run for less than 12 months, the fees paid or payable during that shorter period.
The parties agree that these limits reflect the nature, size, and price of the services and the availability of insurance and other commercial protections. Nothing in this clause limits the client’s obligation to pay fees or other undisputed amounts properly due under the agreement.
21. Events outside reasonable control
Neither party is responsible for delay or failure caused by events outside its reasonable control, provided the affected party communicates the issue and takes reasonable steps to reduce the impact.
Examples can include major internet or hosting failures, widespread platform outages, fire, flood, severe weather, industrial action, epidemic, war, terrorism, government action, or failure of essential third-party infrastructure that the affected party could not reasonably avoid.
22. Notices and communication
Normal project communication and approvals may be given by email or through an agreed project system. Each party must keep its main contact details reasonably up to date.
Notices to terminate an agreement, report a material breach, or make a formal legal claim should be sent in writing to the main business email address stated in the agreement, unless the agreement specifies another notice method.
23. Entire agreement and changes
The documents listed under “Which document takes priority?” form the entire agreement about the services and replace earlier discussions or representations about the same work, except in the case of fraud.
A change to the agreement is only binding when both parties agree it in writing. DSM may update its standard Terms of Business for future work, but an update does not automatically change an existing agreement.
24. Transfer of rights
The client may not transfer the agreement to another person or organisation without DSM’s written consent, which will not be unreasonably withheld where the proposed transfer does not increase DSM’s risk or obligations.
DSM may transfer the agreement as part of a genuine sale, restructuring, or transfer of its business, provided this does not materially reduce the client’s contractual rights.
25. Third-party rights
Unless the agreement expressly says otherwise, a person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
26. Severability and waiver
If a court finds part of the agreement invalid or unenforceable, the rest of the agreement continues to apply so far as legally possible.
If either party delays or chooses not to enforce a right on one occasion, that does not mean it has permanently given up that right.
27. Governing law and contact
The agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction unless the project agreement expressly states otherwise.
Questions about these Terms of Business can be sent to hello@duciestreetmedia.com.
Project-specific terms
These Terms of Business should be read together with the accepted proposal for the work and the applicable project or ongoing service agreement. Those project-specific documents confirm exactly what DSM will provide, the price, payment schedule, timetable, and any service-specific conditions.