Terms & Conditions

1. Definitions and Interpretation

1.1 – Service Delivery

DMSPRISM is committed to delivering professional, high-quality services promptly. Each client is assigned an account manager as a dedicated point of contact. Effective collaboration depends on timely, honest, and detailed feedback. Once deliverables are approved by the client, no further revisions will be accepted.

1.2 – Platform Limitations

As DMSPRISM works with external social media platforms (e.g., Meta, LinkedIn), we cannot control disruptions such as login failures, platform disconnections, or password changes. Our team will, however, assist with any issues within our control. For external issues, please contact the relevant platform's customer support.

1.3 – Scheduling & Posting

Content cannot be scheduled or published unless at least one social media account is successfully connected to our scheduling system. If you are unable to connect your accounts, this does not entitle you to a refund as DMSPRISM still produces the content. You may download and publish the content manually. Scheduling is a complimentary service and not a refundable component of the plan.

1.4 – Support Channels

Due to the scale and pricing of our services, DMSPRISM offers support through our client portal, live chat, or email. Telephone support is not provided.

1.5 – Client Delays

Service delivery begins once onboarding is complete. Delays in completing the onboarding questionnaire do not qualify for refunds. Payments made will convert into service credits that remain valid indefinitely. Billing will continue as scheduled, and new services will be developed following each billing cycle regardless of client responsiveness.

1.6 – Feedback Timelines

Clients must provide feedback promptly after receiving deliverables. If feedback is delayed, time-sensitive content may become outdated and will not be replaced. In cases where feedback is not received before the next billing cycle, DMSPRISM will begin work on the next month’s content. Revision requests cannot be made more than 30 days after content delivery.

1.7 – Conduct & Behaviour

We maintain a professional and respectful work environment. Disrespectful or abusive communication towards our team will result in immediate account termination without a refund.

1.8 – Best Practices

Clients should notify us immediately of any password changes affecting access. Regular monitoring of scheduled posts is advised. Provide clear instructions and communicate as you would with any in-house team member. Feedback is critical. Silence or vague dissatisfaction does not help us improve your service. We welcome detailed revision requests.

1.9 – Content Storage

DMSPRISM stores all completed content for a period of 90 days. Clients are responsible for downloading and storing their deliverables. After this period, files may be permanently deleted and cannot be recovered.

2. Agreement Term

This agreement begins on the date you place your order and will automatically renew unless cancelled, subject to the following terms:

• Monthly Plan: Runs for one month and auto-renews every month. To cancel, either party must provide at least 7 days’ written notice before the next renewal date.
• Quarterly Plan (3 Months): Lasts for 3 months and auto-renews every 3 months. To cancel, either party must give at least 30 days’ written notice before the renewal date.
• Biannual Plan (6 Months): Runs for 6 months and auto-renews every 6 months. Cancellation requires 30 days’ written notice before the renewal period starts.
• Annual Plan (12 Months): Covers one year and renews automatically each year. Cancellation must be given with at least 30 days’ written notice before the renewal date.

3. Supplier Responsibilities

3.1 Design Scope

Our digital design services are designed for quick-turnaround creative needs—like social media graphics, ads, and marketing materials. They are not suitable for highly technical, complex, or large-scale design projects.

3.2 Use “As-Is”

All designs and outputs (“Deliverables”) are provided on an “as-is” basis. DMSPRISM is not responsible if these materials don’t meet a specific business need unless previously agreed in writing.

3.3 Customer Review Responsibility

You (the Customer) are responsible for reviewing and checking all final files. DMSPRISM is not liable for any issues or financial loss due to typos, errors, or inaccuracies in submitted Deliverables.

3.4 Our Commitment

We aim to deliver your design requests in line with this agreement and within reason. However, deadlines are estimates, and delivery times may vary.

3.5 Estimated Delivery Times

We’ll do our best to deliver 1 design per Business Day. Please note: this is an estimate and not a guaranteed timeframe.

3.6 Request Submission

Please submit all requests through your designated workflow on our website or via a verified DMSPRISM email.

3.7 Turnaround Rules

Designs requested after 3:00 PM UK time or on weekends/public holidays will count from 9:00 AM on the next Business Day.

3.8 Clarification Policy

If we need more information from you to complete a request, delivery timelines will reset once you provide the required details in full.

3.9 Dedicated Contact

We’ll assign you a main point of contact for continuity. While we aim to keep this consistent, the representative may change if necessary.

• Services are tailored for fast marketing design and creative tasks — not suitable for technical development.
• Deliverables are “as-is” and not guaranteed to meet any specific commercial use unless reviewed by the Customer.
• Customers are responsible for reviewing and proofing all output.
• One design is generally delivered per Business Day, subject to scope and complexity.
• Requests submitted after 3 PM or on non-Business Days are counted for the next Business Day.
• All requests must be submitted through the platform or a DMSPRISM-approved email.

4. Customer Responsibilities

4.1 Your Role in the Process

To help us (DMSPRISM) deliver your digital marketing and design services efficiently, you agree to:

• (a) Work with us cooperatively and respond to requests promptly.
• (b) Submit all your design and service requests only via our official workflow portal or dashboard.
• (c) Share all the necessary files, brand assets, and instructions we may reasonably request—ensuring they are accurate and complete to our satisfaction.

4.2 Delays Caused by You

If we’re delayed in delivering work because you (or your staff, agents, or subcontractors) failed to provide information or take required actions, then we will extend the delivery deadline accordingly. This delay will not count against DMSPRISM’s performance.

5. Non-Solicitation

5.1 No Direct Hiring of Our Team

You agree not to try to hire, contract, or work directly with any of our employees, consultants, or freelancers who have been involved in delivering your services—for a period of 6 months after your agreement with us ends—unless we give written permission.

5.2 Hiring Fee Applies

If we do give you permission to hire one of our team members, you’ll need to pay us a fee equal to 20% of either:

• What we currently pay them per year, or
• What you plan to pay them—whichever is higher.

Customers may not hire or solicit DMSPRISM designers within 6 months of contract end unless a 20% compensation fee is paid.

6. Payments

6.1 Monthly Charges

You agree to pay the service fees as listed in your chosen subscription plan when placing your order.

6.2 Payment Schedule

Payments are due on the same day each month, starting from your sign-up date. Payments can be made via credit card or UK direct debit. If your billing date doesn’t exist in the following month (e.g. 31st), we’ll charge you on the closest available day (e.g. 28th February).

6.3 Price Changes

We may adjust our pricing once a year. If this happens, we’ll give you at least 45 days' notice in writing before the new rates apply.

6.4 If Payment Is Late

• (a) We may charge interest at 6% above the Bank of England base rate, calculated daily until the balance is paid.
• (b) We may pause your services until the outstanding amount is fully settled.

6.5 VAT & Full Payment

• (a) Our prices are exclusive of VAT, which will be added at the applicable UK rate.
• (b) All payments must be made in full—no partial payments, deductions, or withholdings unless legally required.

7. Intellectual Property

7.1 No Legal Warranty on IP Rights

We (DMSPRISM) do not guarantee that the designs or content we create for you won’t infringe someone else’s intellectual property. It’s your responsibility to check that everything is safe to use.

7.2 Your Responsibility to Check

You must do your own checks to confirm that the designs provided don’t breach any third-party copyright, trademark, or similar rights. We are not liable for any issues if these checks are not done.

7.3 Rights to Final Designs (Deliverables)

• (a) DMSPRISM keeps full ownership of all design files we create—except materials you’ve supplied.
• (b) Once you’ve paid in full, we give you a non-exclusive, worldwide, royalty-free licence to use, edit, publish, or copy the designs for business purposes, forever.
• (c) You can also grant these rights to your own clients, if needed.

7.4 Rights to Your Materials

• (a) You still own everything you provide to us (like brand assets or content).
• (b) By working with us, you allow DMSPRISM to use those materials to complete your design projects.

7.5 Your Legal Responsibility

• (a) You guarantee that your materials don’t infringe any third-party rights.
• (b) If someone makes a legal claim against us because of your materials, you agree to cover all associated costs and damages.

7.6 Stock Images

If we use stock images in your designs, they come with strict usage rules. You must follow these rules and any instructions we give.

7.7 Use of Stock Images

Stock images must only be used as we deliver them—no editing or separating the image for other uses is allowed.

• DMSPRISM retains ownership of Deliverables until payment is complete.
• Upon full payment, the Customer is granted a non-exclusive, perpetual licence for use.
• DMSPRISM may use provided Customer Materials solely for service delivery.
• Stock images provided must not be modified or reused independently.

8. Liability Limits

8.1 What This Section Covers

These liability rules apply to all potential claims under this agreement, including those based on contract, negligence, misrepresentation, or any other legal grounds.

8.2 What Cannot Be Limited

We do not limit our responsibility where it would be illegal to do so. This includes:

• (a) Death or personal injury caused by our negligence
• (b) Fraud or dishonest conduct

8.3 Our Maximum Liability

If something goes wrong, our total liability to you is limited to: The greater of £500 or the total amount you’ve paid us in the past 12 months.

8.4 We Are Not Responsible For

We are not liable for any losses that include:

• (a) Loss of profits
• (b) Loss of sales or business opportunities
• (c) Cancelled contracts or deals
• (d) Missed cost savings
• (e) Corrupted or lost files, software, or data
• (f) Damage to your brand or reputation
• (g) Any loss caused by your use of our design outputs (e.g. printed or published materials)
• (h) Any indirect or knock-on losses

9. Termination

9.1 When Either Party Can Cancel Immediately

Either you or DMSPRISM can end this agreement straight away by written notice if:

• (a) One party seriously breaks the contract and doesn’t fix it within 14 days of being asked in writing.
• (b) One party breaks the contract repeatedly, showing they don’t intend or aren’t able to meet the agreement’s terms.
• (c) One party faces serious financial trouble like liquidation, administration, or similar insolvency issues.
• (d) One party stops or threatens to stop their business operations.
• (e) A party’s financial situation becomes so poor that the other party believes they can't meet their obligations.

9.2 When DMSPRISM Can Cancel Immediately

DMSPRISM can also cancel the agreement right away if:

• (a) You miss a payment and still don’t pay 14 days after being reminded in writing.
• (b) Your business ownership changes significantly.

9.3 What Happens When the Agreement Ends

• (a) You must immediately pay any unpaid invoices, including for services already provided.
• (b) DMSPRISM will return any materials you provided, if requested and not already used.
• (c) Certain key terms—such as intellectual property, non-solicitation, and liability—will continue to apply even after the agreement ends.

9.4 Ongoing Legal Rights

Ending the agreement doesn’t affect any legal rights or obligations that already existed before the end date. You may still be able to claim damages if the agreement was broken before termination.

10. Force Majeure

10.1 What Counts as a Force Majeure Event

A Force Majeure Event includes any situation beyond a party’s control that stops them from fulfilling their duties under this agreement. These may include:

• Natural disasters (e.g., floods, earthquakes, storms)
• Pandemics or widespread epidemics
• Acts of terrorism, war, riots or civil unrest
• Government actions or legal restrictions (e.g., sanctions, embargoes)
• Fires, building collapse, chemical contamination
• Supplier or subcontractor failures
• Utility or internet outages

10.2 What Happens if a Force Majeure Event Occurs

If a Force Majeure Event prevents either DMSPRISM or the Customer from delivering on their responsibilities:

• They will not be held legally liable for any delays or failure to perform.
• Deadlines and obligations will be automatically extended for the duration of the event.

10.3 Suspension of Other Party’s Duties

The unaffected party’s responsibilities will also be paused and extended in line with the disruption caused to the other party.

10.4 What the Affected Party Must Do

The affected party must:

• Notify the other party in writing within 30 days of the start of the event. The notice must include the start date, estimated duration, and how it affects their ability to meet obligations.
• Take reasonable steps to minimise the impact of the event.

10.5 If the Event Lasts Over Four Weeks

If the disruption lasts more than four (4) continuous weeks, the other party has the right to terminate this agreement with 14 days’ written notice.

11. Legal Framework

• 11.1 This agreement is only between DMSPRISM and you, the Customer. You cannot transfer, sell, subcontract, or assign your rights or duties to anyone else without our written permission.
• 11.2 DMSPRISM may transfer or assign its rights at any time, including through business arrangements like mortgages or trusts.
• 11.3 Any changes to these terms must be agreed by both parties in writing and signed. No verbal changes are valid.
• 11.4 If either party waives a right, it must be in writing. A one-time waiver doesn’t mean we’ll waive it again.
• 11.5 If either party delays using a right or only partially uses a right, that doesn’t mean they’ve lost it or can’t use it later.
• 11.6 If any part of this agreement is found to be invalid or illegal, the rest of the agreement still applies.
• 11.7 If a clause is removed, both parties agree to work together in good faith to create a new clause that meets the original goal.
• 11.8 This agreement replaces all prior conversations, emails, or promises. Only what is written here is legally binding.
• 11.9 You can’t make a claim based on something not included in this document, even if it was said previously.
• 11.10 This agreement doesn’t mean we are business partners or agents. Neither side can act on behalf of the other.
• 11.11 Both DMSPRISM and the Customer confirm they’re acting for themselves, not for someone else.
• 11.12 No one else (including third parties) has the right to enforce any part of this agreement under the Contracts (Rights of Third Parties) Act 1999.
• 11.13 All legal communications must be in writing and sent to the address provided when signing up. Notices can be delivered: by hand, post, courier, or email.
• 11.14 Notices are considered received: on hand delivery; two business days after posting; or on sending by email (next working day if sent after hours).
• 11.15 These rules don’t apply to serving legal documents or starting court/arbitration procedures.

12. Governing Law (UK Jurisdiction)

This agreement—and any disagreements or legal claims related to it, whether written in the contract or not—will be governed and interpreted according to the laws of England and Wales. This means that UK law applies in all cases.

13. Legal Jurisdiction (UK Courts)

Both DMSPRISM and the Customer agree that only the courts of England and Wales have the authority to resolve any legal disputes related to this agreement. No other country's courts will be used for resolving issues.