Terms of Service

Last updated: August 2026

1. Introduction

These Terms of Service ("Terms") govern your use of the services provided by Black Lamb Systems ("we", "us", or "our"), a digital agency registered at 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. By engaging our services, you agree to be bound by these Terms. Please read them carefully before proceeding.

2. Scope of Services

We provide web development, Google Ads management, Meta Ads management, search engine optimisation (SEO), full-funnel social media management, and AI search and discovery optimisation services. The specific scope, deliverables, and timelines for each engagement will be set out in a separate Statement of Work, proposal, or order form agreed between the parties prior to commencement. Any work outside the agreed scope may be subject to additional fees and will require written approval.

All media spend/ad budgets are payable directly by the client to the advertising platforms.

The agency is not responsible for platform suspensions, ad account bans, or policy changes imposed by third-party platforms (e.g., Meta/Google ad rejections).

Testing & Acceptance: Upon delivery of a staging link or website launch, you will have a 14-day review period to inspect the build for bugs or discrepancies against the agreed Statement of Work. If no written feedback or bug report is received within 14 days, or if the website is deployed for commercial use, the project shall be deemed fully accepted and signed off.

3. Payment Terms

Invoices are issued in accordance with the schedule set out in your proposal or Statement of Work. Payment is due within 14 days of the invoice date unless otherwise agreed in writing. Late payments may incur interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to suspend or terminate services if payment remains outstanding beyond 30 days. All fees are quoted exclusive of VAT where applicable.

Third-party software licenses, domain/hosting fees, font licenses, and premium plugin costs are the client's financial responsibility unless explicitly itemised as included within the Statement of Work.

Deposits & Retainers: All initial deposits, onboarding fees, and recurring monthly retainer payments are non-refundable once paid, as they cover resource allocation, campaign setup, and scheduling commitments made by the agency.

4. Intellectual Property

Upon receipt of full payment, all bespoke deliverables created specifically for your project (excluding any third-party assets, licensed software, frameworks, or pre-existing Black Lamb Systems materials) will transfer to you as the client. We retain ownership of all tools, methodologies, templates, code libraries, and proprietary processes used in the delivery of services. You grant us a non-exclusive licence to use any content, materials, or assets you provide to us solely for the purpose of fulfilling the agreed services.

5. Client Responsibilities

You agree to provide timely access to all required materials, accounts, credentials, and information necessary for us to deliver the services. Delays caused by failure to provide required assets or approvals may affect delivery timelines and are not our responsibility. You confirm that any materials you supply do not infringe the intellectual property rights of any third party.

If a project is delayed by the client for more than 30 consecutive days due to missing content or approvals, Black Lamb Systems reserves the right to pause the project and re-quote/re-schedule remaining work before resuming.

Indemnity: You agree to indemnify, defend, and hold harmless Black Lamb Systems against any claims, losses, liabilities, damages, costs, or legal fees arising from any materials, assets, copy, or instructions provided by you that infringe third-party intellectual property rights, breach applicable advertising standards, or violate applicable law.

6. Limitation of Liability

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by English law. To the fullest extent permitted by law, Black Lamb Systems shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities arising from or in connection with our services. Our total aggregate liability to you for any claim arising out of or relating to these Terms or the services provided shall not exceed the total fees paid by you in the three months preceding the claim.

7. Confidentiality & Non-Solicitation

Both parties agree to keep confidential any proprietary or sensitive information disclosed in connection with the engagement, and not to disclose such information to any third party without prior written consent, except as required by law. This obligation of confidentiality survives the termination of the engagement.

We retain the non-exclusive right to feature your name, logo, generic description of services delivered, and non-confidential campaign performance metrics (e.g., percentage growth or ROAS figures) in our marketing materials, website portfolio, and case studies, unless agreed otherwise in writing prior to campaign launch.

Non-Solicitation: During the term of our engagement and for a period of 12 months following its termination, you agree not to directly or indirectly solicit, hire, engage, or poach any employee, sub-contractor, or specialist introduced to you by Black Lamb Systems without our prior written consent.

8. Termination

Either party may terminate the engagement by providing 30 days' written notice. Upon termination, you will be invoiced for all work completed up to and including the termination date. Any prepaid fees for work not yet commenced may be refunded at our discretion. We reserve the right to terminate immediately in the event of material breach of these Terms by you, including non-payment.

9. Warranties and Disclaimers

We will perform services with reasonable care and skill. However, we do not warrant that any particular results will be achieved from our services, including specific rankings, traffic volumes, leads, or revenue outcomes, as these are subject to factors outside our control. All services are provided on an "as is" basis to the fullest extent permitted by applicable law.

Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events, circumstances, or causes beyond its reasonable control, including severe internet/hosting outages, cyberattacks, platform-wide API failures, or acts of government.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Changes to These Terms

We reserve the right to update these Terms at any time. Changes will be published on this page with an updated date. Your continued engagement with our services following any such changes constitutes your acceptance of the revised Terms. For material changes, we will endeavour to notify active clients directly.

12. Contact

If you have any questions about these Terms, please contact us at:
Black Lamb Systems, 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ.
Email: James@blacklambsystems.com | Phone: 01913130007

© 2026 Black Lamb Systems. All rights reserved.