01Our agreement
1.1 Marketing Support Partners is owned and operated by B L NOTTS HOLDINGS LTD, company number 16782785. “MSP”, “we”, “us” and “our” mean B L NOTTS HOLDINGS LTD trading as Marketing Support Partners. “You” means the business engaging us. Your agency’s clients are not parties to our agreement. These terms are for business-to-business services, not consumer purchases.
1.2 An “engagement” is the work described in a written proposal or statement of work accepted by both parties. It must identify both legal parties, business addresses, relevant registration details, a contact email for notices, the services, named accounts where relevant, dates, hours, fees, payment schedule and authorised decision-makers.
1.3 The accepted proposal, the expressly incorporated version of these terms and any agreed data-processing agreement form the contract. A proposal only overrides these terms where it expressly identifies the change. A data-processing agreement takes priority for personal-data processing. Your purchase-order terms apply only if we expressly accept them in writing.
1.4 An enquiry, conversation or website price is not a confirmed booking. The agreement takes effect when both parties accept it in writing, including by email from an authorised representative. Website updates do not retrospectively change an existing agreement.
1.5 MSP’s business website is msupportpartners.com. These terms cover services offered under the Marketing Support Partners name through that website, subject to the written agreement described above.
02Scope & responsibilities
2.1 We provide the agreed client and account management, client calls, coordination, marketing strategy, proposals and presentations, agency support and consultancy, and leadership and team management with reasonable care and skill. This can include day-to-day people management, setting priorities and organising internal team communication. Support is limited to the scope and authority set out in your proposal.
2.2 Campaign activation, ad account operation, media buying, campaign setup, publishing and control of advertising spend are excluded. Your agency or appointed delivery specialists remain responsible for those activities. You retain the client relationship, client contracts, billing and delivery arrangements.
2.3 Advice, projections and recommendations are professional opinions based on the information available at the time. We do not guarantee revenue, profit, leads, campaign performance, new business or client retention. This does not reduce our obligation to use reasonable care and skill.
2.4 We are an independent service provider. The engagement does not appoint us as a statutory director, employee, legal representative or partner of your business. We do not provide legal, tax or regulated financial advice.
03Your information & approvals
3.1 You will provide timely, accurate information, lawful access to systems and the permissions needed for us to carry out the agreed work. Tell us about material risks, client commitments, regulatory requirements and changes that could affect our advice.
3.2 You nominate a person authorised to approve work and give instructions. We may handle routine client communication within the authority you have agreed. We must obtain your written approval before making pricing commitments, agreeing budgets, changing contractual promises or accepting liabilities on your behalf.
3.3 You remain responsible for final business decisions, client approvals, advertising claims, legal compliance and the work implemented by your delivery team or other suppliers. Your approval does not excuse our own failure to exercise reasonable care and skill.
3.4 We will flag material issues we identify. If missing information, approvals or access delay the work, we will explain the effect and agree a revised schedule. Any additional fees require your written agreement before the extra work starts.
04Hours & remote working
4.1 Services are fully remote. We support businesses in most countries worldwide, subject to lawful delivery, secure access and suitable time-zone overlap. Availability, working hours, response expectations and key dates are agreed in the proposal; no round-the-clock or emergency availability is implied.
4.2 Package hours are the total allowance for the whole stated period: up to 20 hours for one week, 80 hours for one month, 240 hours for three months or 480 hours for six months, unless your proposal states otherwise. They are not a weekly or monthly allowance within a longer package.
4.3 Time spent on agreed preparation, client calls, communications, research, analysis, coordination, proposals, presentations and team management counts towards the allowance. We will keep a reasonable time record and let you know when the allowance is nearly used.
4.4 A retainer reserves the agreed capacity. Unused hours expire at the end of the engagement and do not roll over or generate a refund unless agreed in writing. If we cannot supply capacity we committed to provide, we will agree replacement dates or refund the affected prepaid amount. Your rights where we breach the agreement remain unaffected.
4.5 We do not exceed the agreed hours or change the scope without approval of the extra work and price. Additional capacity and extensions depend on availability.
05Fees, payment & success fees
5.1 No hidden fees. Your proposal confirms the agreed package or consultancy fees in pounds sterling, what they include, any applicable VAT, instalments and any advance payment. Any optional success fee is set out separately under clauses 5.5–5.7. Expenses or third-party charges must be expressly agreed before they are incurred. Website prices relate to the advertised scope and do not replace your agreed quote.
5.2 Invoices are payable on the dates agreed in the proposal, or within 14 calendar days of the invoice date if no date is specified. Payment of the agreed package or consultancy fees does not depend on payment by your own client. A success fee becomes payable only when its separately agreed conditions under clauses 5.5–5.7 are met.
5.3 Tell us promptly if you dispute an invoice, explaining why, and pay any undisputed balance on time. Where the law permits, we may claim statutory interest and statutory recovery costs on overdue business debts. No separate contractual late-payment penalty is added.
5.4 Fixed-term fees do not change during the agreed term without mutual written agreement. Any renewal or additional work requires a new written agreement on scope, time and price.
5.5 — Optional success fees. Where MSP introduces new bookings or helps bring new clients on board, directly generating additional revenue or profit for your agency, the parties may agree a fair success fee to recognise that contribution. It applies only if both parties expressly agree the fee and its basis in writing as part of the proposal before the contract is signed or otherwise accepted. These terms do not create an automatic entitlement to a success fee.
5.6 — Agreeing the calculation. The written agreement must identify the qualifying business, how MSP’s contribution is established, the fee or calculation method, the measurement period, and the payment trigger and due date. If the fee is based on revenue or profit, the agreement must define that figure, including the treatment of costs, VAT, cancellations, refunds and unpaid invoices. It must also state whether the success fee is additional to, or credited against, the agreed package or consultancy fees.
5.7 — Applying the agreement. A success fee is payable only on the business and conditions agreed under clauses 5.5 and 5.6. The parties will share the reasonable records needed to verify the calculation, subject to the confidentiality obligations in section 7. Fees on renewals, repeat bookings or business arising after the engagement ends apply only if the pre-contract agreement expressly includes them and defines the applicable period. Any change requires both parties’ written agreement before it applies and cannot be imposed retrospectively.
5.8 — Published fees. The total package fees shown on the website are 1 week: £1,199 for up to 20 hours; 1 month: £4,399 for up to 80 hours; 3 months: from £12,799 for up to 240 hours; 6 months: from £24,999 for up to 480 hours. Hourly consultancy starts at £150 per hour, and a 3.5-hour half-day strategy session starts at £350. Scope, scheduling and any applicable VAT are confirmed in your proposal. Longer contracts are available by agreement.
5.9 — Monthly invoicing. The 3-month and 6-month packages are invoiced monthly. The published amount is the total fee for the full package, not a monthly fee. Your proposal sets out the monthly instalment amounts and invoice dates, including any rounding adjustment so that they add up to the agreed total. Monthly invoicing does not change the agreed fixed term or the ending provisions in section 9.
06Client & industry protection
6.1 We will never approach your clients to solicit business for MSP, either during our contract or after it ends. We will not use access to your clients, contacts or confidential information to divert business away from your agency.
6.2 Any client communication is solely to support your agency’s needs. This commitment continues after the engagement ends. You retain control of the relationship throughout.
6.3 — Industry exclusivity. When we support a specialist agency, we will not work directly with other agencies specialising in the same agreed industry, or with direct clients operating in it. We agree the industry covered together and record it in the accepted proposal before work begins.
6.4 Subject to clause 6.3, we may support businesses in other industries. We will protect your confidential information and promptly raise any actual or potential conflict affecting the engagement.
6.5 We will not publish your name, client names, logos or case studies without written permission.
6.6 Relevant prospective clients suitable for a specialist agency partner will be recommended to that partner. Any sharing of contact details is subject to the necessary permissions and confidentiality obligations.
07Confidentiality & data
7.1 Each party will protect the other’s confidential information, use it only for the engagement and share it only with people who need it for that purpose and are bound to keep it confidential. This includes client details, pricing, strategy, credentials and commercial information.
7.2 These duties do not cover information that is lawfully public, already lawfully known, independently developed or lawfully received without a confidentiality restriction. Disclosure required by law is allowed, with prior notice where legally permitted. Confidentiality continues after the engagement while the information remains confidential.
7.3 Both parties must comply with applicable data-protection law and agree their roles before sharing personal data. If MSP processes personal data on your behalf, a separate compliant data-processing agreement must be signed before that processing starts. These terms are not a substitute for that agreement.
7.4 Remote access from other countries, approved systems, security measures, retention, incident reporting, any sub-processors and any required international-transfer safeguards must be agreed before the relevant access or processing. We will not involve another processor without the authorisation required by the data-processing agreement.
7.5 At the end of the engagement, each party will return or securely delete the other’s confidential materials on request, subject to legal retention requirements and agreed backup arrangements. Any retained information remains protected. Personal data is handled under the agreed data-processing terms.
08Materials & ownership
8.1 You and your clients retain ownership of your existing materials and give us permission to use them solely to provide the services. You are responsible for having the necessary rights and permissions for materials you supply.
8.2 Once the relevant fees are paid, you receive a perpetual, non-exclusive, worldwide licence to use, adapt and share the deliverables with the relevant agency clients for the business purposes of the engagement. While the engagement is in progress, you may use delivered work for that purpose subject to paying the agreed fees.
8.3 We retain ownership of our pre-existing methods, templates, tools and know-how, and of deliverables unless the proposal expressly transfers ownership. Third-party materials remain subject to their own licence terms, which we will identify where relevant.
09Pausing or ending support
9.1 A fixed-term engagement ends on its agreed end date and does not renew automatically. Early cancellation for convenience requires written agreement. Any cancellation charge must be stated in the accepted proposal and reflect reasonable, unavoidable costs or reserved capacity that cannot reasonably be reallocated, less costs saved. It cannot exceed the unpaid balance of the engagement; there is no automatic extra penalty.
9.2 Either party may end the engagement for a material breach if the other party does not put it right within 14 calendar days of written notice specifying the breach, or immediately if the breach cannot be remedied.
9.3 We may pause support for an overdue, undisputed invoice after giving seven calendar days’ written notice and an opportunity to pay. We may pause affected work immediately where necessary to avoid unlawful activity or a material security risk, explaining the reason as soon as reasonably possible.
9.4 Neither party is responsible for delays caused by events reasonably beyond its control, provided it promptly explains the impact and takes reasonable steps to reduce it. A lack of funds is not such an event. If the interruption continues for more than 14 calendar days, either party may end the affected services by written notice.
9.5 When an engagement ends, you pay for services and reserved capacity properly provided up to the end date and any applicable, pre-agreed cancellation charge. We refund prepaid sums for services or capacity we will not provide, after those amounts are accounted for. We will agree a reasonable handover; extra handover work is chargeable only if approved in advance. Ending the contract does not remove accrued rights or clauses intended to continue.
10Responsibility & liability
10.1 — Liabilities that remain protected. Nothing in the agreement excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. All provisions below are subject to this clause.
10.2 — Business losses. To the extent permitted by law, MSP is not liable under or in connection with the engagement for loss of profit, revenue, sales, business, contracts, clients, anticipated savings, business opportunity or goodwill, whether those losses are direct or indirect. MSP is also not liable for indirect or consequential loss. These exclusions apply to claims in contract, tort (including negligence), breach of statutory duty or otherwise.
10.3 — Other people’s actions. MSP is not responsible for losses to the extent caused by inaccurate or incomplete information supplied to us, decisions or instructions contrary to our advice, unauthorised changes to our work, or the acts or omissions of your clients, delivery teams, advertising platforms or other suppliers. This does not excuse loss to the extent caused by MSP’s own breach or negligence.
10.4 — Overall cap. Subject to clause 10.1, MSP’s total aggregate liability for all claims arising out of or in connection with an engagement, in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to 100% of the fees paid or payable to MSP under the accepted proposal for that engagement, excluding VAT and third-party costs. This is one cap for the engagement, not a separate cap per claim. A different cap applies only if expressly agreed in writing.
10.5 — Direct remedies. Clause 10.2 does not exclude reasonable direct costs of correcting defective services or obtaining equivalent replacement services, subject to clause 10.4. It also does not remove any obligation expressly set out in this agreement to repay fees for services or capacity we have not provided. You must take reasonable steps to reduce avoidable loss.
10.6 — Client claims. We do not take over obligations, guarantees or indemnities in your agreements with your own clients unless we expressly agree to do so in writing. Claims you make against MSP in relation to an end-client complaint remain subject to this section. These terms do not bind an end client or remove rights that a third party may have under applicable law.
10.7 — Agreeing the risk. Raise any required higher liability limit before accepting the proposal so we can consider the risk, scope, fee and available insurance. These clauses do not guarantee that every exclusion or limit will be enforceable; any mandatory legal requirements, including reasonableness where applicable, continue to apply.
11Concerns & disputes
11.1 Tell us promptly in writing about any concern, with enough detail for us to investigate. We will work with you to understand the issue and, where appropriate, put defective services right within a reasonable time. Reporting a concern later does not automatically remove a legal right to claim.
11.2 Both parties will try to resolve a dispute through their nominated representatives and consider mediation by agreement before proceedings. This does not prevent urgent court relief or require either party to miss a legal time limit.
11.3 The agreement and related non-contractual disputes are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory law that cannot be displaced by agreement.
12General terms
12.1 Changes to the agreement must be expressly agreed in writing by both parties. Neither party may transfer the contract without the other’s written consent. MSP will obtain your written approval before subcontracting substantive services and remains responsible for any approved subcontractor’s work.
12.2 Notices must be sent to the contact email addresses in the accepted proposal, clearly identifying the engagement and the matter concerned. A notice is treated as received on the next business day in England after sending, provided no delivery-failure message is received.
12.3 If a provision is held unenforceable, the remaining provisions continue so far as legally possible. A delay in exercising a right does not waive it. No person other than the contracting parties has a right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.
12.4 The contract documents described in section 1 contain the agreed terms of the engagement. Nothing in this section excludes liability for fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded.
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