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TERMS AND CONDITIONS 


Happy Ever Audio Limited trading as Happy Ever Marketing 

1. DEFINITIONS AND INTERPRETATION 

  1. In these Terms and Conditions: 

"Agreement" means the contract between the Company and the Client for the provision of Services. 

"Client" means the person, firm or company who purchases Services from the Company. 

"Company" means Happy Ever Audio Limited trading as Happy Ever Marketing. 

"Services" means marketing services including but not limited to LinkedIn marketing, Facebook marketing, newsletter services, social media management, content creation, and other digital marketing solutions as agreed between the parties. 

"Deliverables" means any materials, content, campaigns, reports or other outputs produced by the Company as part of the Services. 

"Fees" means the charges payable by the Client for the Services as set out in the Quote or Invoice. 

2. APPLICATION OF TERMS 

  1. These Terms and Conditions apply to all Services provided by the Company. 
  2. Any variation to these Terms and Conditions must be agreed in writing by both parties. 
  3. The Client's acceptance of a Quote or commencement of Services constitutes acceptance of these Terms and Conditions. 

3. QUOTATIONS AND ORDERS 

  1. All quotations are valid for 30 days from the date of issue unless otherwise stated. 
  2. Quotations are based on the information provided by the Client and may be subject to revision if requirements change. 
  3. The Company reserves the right to decline any order or instruction without providing reasons. 

4. PAYMENT TERMS 

  1. Payment is due within 7 days of the invoice date unless otherwise agreed in writing. 
  2. The Company may require payment in advance for new Clients or for specific projects. 
  3. All Fees are exclusive of VAT unless otherwise stated. 
  4. The Company reserves the right to charge interest on overdue accounts at the rate of 8% per annum above the Bank of England base rate. 
  5. The Company may suspend Services if payment becomes overdue without prejudice to any other rights or remedies. 
  6. The Client shall pay all Fees in full without any set-off, counterclaim, deduction or withholding. 

5. SCOPE OF SERVICES 

  1. The Company will provide the Services as described in the Quote or as otherwise agreed in writing. 
  2. The Services may include: 
  • LinkedIn marketing and management 
  • Facebook marketing and advertising 
  • Newsletter creation and distribution 
  • Social media content creation and management 
  • Digital marketing strategy and consulting 
  • Campaign management and reporting 
  • Other marketing services as agreed 
  1. The Company will use reasonable endeavours to meet agreed deadlines but shall not be liable for any delays beyond its reasonable control. 

6. CLIENT OBLIGATIONS 

  1. The Client shall: 
  • Provide timely access to all information, materials and approvals necessary for the Company to perform the Services 
  • Ensure all content, materials and instructions provided to the Company do not infringe any third party rights 
  • Respond to queries and provide feedback within reasonable timeframes 
  • Provide access to relevant social media accounts, platforms and systems as required 
  • Ensure all necessary permissions and licences are in place for content use 
  1. The Company shall not be liable for any delay or failure to perform its obligations resulting from the Client's failure to fulfil its obligations. 

7. INTELLECTUAL PROPERTY 

  1. All Deliverables created by the Company shall remain the property of the Company until payment is received in full. 
  2. Upon receipt of full payment, the Client shall own the copyright in bespoke Deliverables created specifically for the Client, subject to the Company's right to use such materials for portfolio and promotional purposes. 
  3. The Company retains ownership of all pre-existing intellectual property, templates, frameworks and methodologies. 
  4. The Client grants the Company a licence to use the Client's branding, logos and content solely for the purpose of providing the Services. 

8. CONFIDENTIALITY 

  1. Both parties agree to keep confidential all information received from the other party and not to disclose it to third parties without prior written consent. 
  2. This obligation shall not apply to information that is publicly available or required to be disclosed by law. 

9. DATA PROTECTION 

  1. Both parties shall comply with all applicable data protection legislation including the UK GDPR and Data Protection Act 2018. 
  2. The Company will process personal data only as necessary to provide the Services and in accordance with its Privacy Policy. 
  3. The Client warrants that it has obtained all necessary consents for the Company to process personal data on its behalf. 

10. WARRANTIES AND LIABILITY 

  1. The Company warrants that Services will be provided with reasonable skill and care. 
  2. The Company does not guarantee specific results, outcomes, leads, sales or conversions from marketing activities. 
  3. The Client acknowledges that marketing performance depends on numerous factors beyond the Company's control. 
  4. The Company's total liability under this Agreement shall not exceed the Fees paid by the Client in the 12 months preceding the claim. 
  5. The Company shall not be liable for any indirect, consequential, special or punitive losses including loss of profits, revenue, business, data or goodwill. 
  6. Nothing in these Terms shall limit liability for death or personal injury caused by negligence, fraud or any other liability that cannot be excluded by law. 

11. THIRD PARTY PLATFORMS 

  1. Services may be provided through third party platforms including but not limited to LinkedIn, Facebook, Instagram, email service providers and other social media platforms. 
  2. The Client acknowledges that such platforms are subject to their own terms of service and the Company cannot be held responsible for changes to platform policies, algorithms, costs or availability. 
  3. The Company shall not be liable for any suspension, deletion or restriction of Client accounts by third party platforms. 

12. CONTENT APPROVAL 

  1. Where applicable, the Client shall review and approve all content before publication or distribution. 
  2. If the Client fails to respond to content submissions within 3 business days, the Company may proceed with publication unless otherwise agreed. 
  3. Once content is approved and published, the Company shall not be liable for any issues arising from such content. 

13. CANCELLATION AND TERMINATION 

  1. Either party may terminate ongoing Services by giving 30 days' written notice. 
  2. The Company may terminate this Agreement immediately if: 
  • The Client fails to pay any amount due 
  • The Client breaches any material term of this Agreement 
  • The Client becomes insolvent or enters into liquidation 
  1. Upon termination, the Client shall immediately pay all outstanding Fees for Services provided up to the termination date. 
  2. Cancellation of specific projects or campaigns may be subject to cancellation fees depending on work completed. 

14. FORCE MAJEURE 

  1. Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond their reasonable control including acts of God, war, terrorism, strikes, pandemics, power failures or internet outages. 

15. GENERAL PROVISIONS 

  1. These Terms and Conditions constitute the entire agreement between the parties and supersede all previous agreements. 
  2. No failure or delay in exercising any right or remedy shall constitute a waiver of that right. 
  3. If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force. 
  4. No variation of these Terms shall be valid unless in writing and signed by both parties. 
  5. The Client may not assign or transfer any rights under this Agreement without the Company's prior written consent. 

16. COMPLAINTS 

  1. Any complaints should be submitted in writing to the Company within 7 days of the issue arising. 
  2. The Company will investigate all complaints and respond within 14 days. 

17. GOVERNING LAW AND JURISDICTION 

  1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. 
  2. The parties submit to the exclusive jurisdiction of the courts of England and Wales. 

18. CONTACT DETAILS 

Happy Ever Audio Limited trading as Happy Ever Marketing 

Bowman House Business Center, Whitehill Lane, Royal Wootton Bassett, United Kingdom, SN4 7DB 

[email protected] 

Company Registration Number: 16389059 

Last Updated: [25/11/2025] 

By accepting our Quote or using our Services, you confirm that you have read, understood and agree to be bound by these Terms and Conditions.