Terms and Conditions of Engagement

Patrick Cantellow, trading as PatrickFound.

Last Updated: 27 August 2026

These terms and conditions ("Terms") govern the provision of consulting services by Patrick Cantellow, trading as PatrickFound. ("we", "us", "our", "the consultant"), to you, the client ("you", "the Client"). By engaging us, whether by signing a proposal or Statement of Work ("SOW"), confirming instructions in writing, or paying an invoice, you agree to these Terms.

1. Definitions

• "Services" means the consulting, digital marketing, strategy, and related services described in the applicable SOW or proposal.
• "Statement of Work" ("SOW"), means the proposal, scope document, or written agreement describing the specific Services, deliverables, fees, and timelines for a particular engagement.
• "Deliverables" means the reports, strategies, materials, creative, or other outputs produced by us for you under an engagement.
• "Fees" means the charges payable for the Services, as set out in the applicable SOW.
• "Background IP" means any intellectual property, know-how, tools, templates, methodologies, or materials owned by or licensed to us that exist independently of, or are developed outside, an engagement.

2. The engagement

2.1 These Terms apply to every engagement between us and you, and take precedence unless expressly varied in writing and signed by both parties.

2.2 Each engagement will be described in a SOW. Where there is conflict between an SOW and these Terms, the SOW takes precedence for that engagement.

2.3 An engagement begins once you have confirmed the SOW in writing, or otherwise instructed us to proceed, whichever is earlier.

2.4 We will perform the Services with reasonable care and skill and in accordance with generally accepted professional standards. We do not, however, guarantee any specific commercial result, ranking, level of sales, traffic, or return on investment, as these depend on factors outside our control.

3. Your responsibilities

3.1 To enable us to deliver the Services, you agree to:

• Provide clear instructions, brief, and objectives in a timely manner;
• Provide accurate and complete information, access, materials, and approvals that we reasonably require;
• Nominate a person with authority to give approvals and make decisions;
• Respond to requests for feedback, approval, or information within a reasonable time; and
• Ensure that any materials you provide do not infringe the rights of any third party.

3.2 We are not liable for delays or failures caused by your late provision of information, access, approvals, or payment.

3.3 Accuracy, approvals, and advertising compliance. You are responsible for the accuracy, completeness, and legality of all information, claims, and materials you provide to us or approve for use. You will review and give final written approval of copy, creative, and campaign materials before they are published or go live. You remain responsible for ensuring that your advertising and marketing comply with all applicable laws and codes, including the UK Advertising Codes (CAP and BCAP) enforced by the Advertising Standards Authority and any regulation specific to your sector.

4. Fees

4.1 We charge on a monthly retainer or fixed project fee basis, as specified in the applicable SOW.

4.2 Retainers are payable monthly in advance unless otherwise agreed. A retainer covers the scope of work as described in the SOW; work outside that scope will be treated as additional work (see Section 5).

4.3 Fixed project fees are payable as set out in the SOW.

4.4 Unless stated otherwise, Fees are exclusive of VAT (where applicable) and of any expenses. Reasonable pre-arranged expenses (such as third-party software, ad spend, stock assets, or travel) will be charged at cost and are payable in addition to the Fees.

4.5 We may review and adjust our rates from time to time. Any change to retainer fees will be notified in writing and will take effect no earlier than 30 days after notice.

4.6 Media and advertising spend. Where the services include paid advertising or media campaigns, you are responsible for funding the media spend, either by paying the platforms directly or by providing cleared funds in advance where we manage spend on your behalf. Advertising and platform accounts (such as Google Ads, LinkedIn, or Meta) remain your property and in your name unless otherwise agreed in the applicable SOW. We are not responsible for the pricing, billing, delivery, performance, suspension, or policy decisions of any third-party advertising platform. Media spend is in addition to the Fees.

5. Scope changes and additional work

5.1 If you request work that falls outside the agreed scope of an SOW, we will discuss it with you and, where appropriate, provide a revised scope or separate quote before proceeding.

5.2 We are not obliged to carry out out-of-scope work until it has been agreed in writing, including any additional Fees.

5.3 Revisions and acceptance. Unless the SOW states otherwise, each Deliverable includes up to two rounds of revisions. We will submit each Deliverable for your review, and you will provide consolidated written feedback or approval within ten (10) working days. If we do not receive your feedback within that period, the Deliverable will be deemed accepted. Revisions beyond those included will be treated as additional work under this Section.

6. Payment terms

6.1 Unless otherwise stated in the SOW, invoices are payable within 30 days of the invoice date.

6.2 Payment shall be made in full and in cleared funds to the bank account specified on the invoice.

6.3 Late payment. If any invoice is not paid by its due date, we reserve the right to charge interest and reasonable recovery costs on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and suspend the Services until payment is received in full.

6.4 All fees are non-refundable except where required by law or expressly agreed in writing. Where an engagement is terminated part-way through, you remain liable for all Services performed and expenses committed up to the effective date of termination.

7. Intellectual property

7.1 Deliverables. Upon receipt of full payment of all Fees and expenses due in respect of the relevant Deliverables, we assign to you all intellectual property rights in those Deliverables created specifically for you under the engagement. 

7.2 Before full payment, all intellectual property rights in the Deliverables remain with us. You may not use, publish, or exploit any Deliverable until it has been paid for in full.

7.3 Background IP. We retain all rights in our Background IP. To the extent any Background IP is incorporated into a Deliverable, we grant you a non-exclusive, perpetual licence to use it as part of that Deliverable, unless stated otherwise in the applicable SOW.

7.4 Third-party materials. Some deliverables may include third-party materials (such as stock images, fonts, or software) that are licensed rather than owned. Your use of those materials is subject to the relevant third-party licence terms.

7.5 Portfolio and promotion. We may reference the engagement and display non-confidential Deliverables and results in our portfolio, case studies, and marketing, unless you notify us in writing that you require confidentiality and this is set out in the applicable SOW before the start of the engagement.

7.6 Client materials. You grant us a non-exclusive, royalty-free licence to use your names, logos, trade marks, brand assets, content, images, and data ("Client Materials") for the purposes of performing the Services. You confirm that you own or are properly licensed to use the Client Materials, and that our use of them in accordance with your instructions will not infringe the rights of any third party. This licence ends when the engagement ends, expect to the extent needed for us to display non-confidential work under clause 7.5.

8. Confidentiality

8.1 Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, and to use it only for the purposes of that engagement.

8.2 This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, or is required to be disclosed by law or a regulator.

8.3 This clause survives termination of the engagement.

9. Data protection

9.1 Both parties will comply with their respective obligations under the UK GDPR and Data Protection Act 2018.

9.2 Where we process personal data on your behalf as part of the Services, we will do so only on your documented instructions and will apply appropriate technical and organisational measures. Where required, the parties will enter into a separate data processing agreement.

9.3 Our handling of personal data is described in our Privacy Policy. 

10. Term and termination

10.1 Retainer engagements continue until terminated by either party giving 30 days' written notice, unless a different notice period is set out in the SOW.

10.2 Project engagements continue until the Services are completed, unless terminated earlier in accordance with these Terms.

10.3 Either party may terminate an engagement immediately on written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of written notice; or, becomes insolvent, enters into an arrangement with creditors, or ceases to trade.

10.4 On termination, you will pay for all Services performed and expenses committed up to the effective date of termination. Sections that by their nature should survive termination (including confidentiality, intellectual property, and liability) will continue to apply.

11. Liability

11.1 Nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

11.2 Subject to clause 11.1, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by you for that engagement in the 12 months preceding the event giving rise to the claim.

11.3 Subject to clause 11.1, we shall not be liable for any loss of profit, loss of revenue, loss of business, loss of goodwill, or any indirect or consequential loss.

11.4 We are not responsible for the performance, availability, or terms of any third-party platforms, tools, or services used in delivering the Services.

12. Non-solicitation

During an engagement and for six months afterwards, you agree not to directly solicit or employ any subcontractor or associate we have introduced to you in connection with the Services, without our prior written consent.

13. Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, illness, power or internet failure, or action by third-party suppliers.

14. General

14.1 Independent contractor. We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

14.2 Subcontracting. We may use subcontractors or associates to deliver the Services but remain responsible for the Services provided.

14.3 Entire agreement. These Terms, together with the applicable SOW, form the entire agreement between the parties and supersede any prior discussions or representations.

14.4 Variation. Any variation to these Terms must be agreed in writing.

14.5 Assignment. You may not assign or transfer your rights or obligations without our prior written consent.

14.6 Severance. If any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force.

14.7 Notices. Any notice given under these Terms must be given in writing and may be sent via email to the address each party uses for the engagement (for us, patrick@patrickfound.com), or by post to the address on the latest invoice or SOW. A notice sent by email is deemed received on the next working day after sending, provided no delivery-failure message is received.

14.8 Third-party rights. Except as expressly stated in these Terms, a person who is not party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

16. Contact

PatrickFound.

Patrick Cantellow

patrick@patrickfound.com

13 Tonite Lane, Faversham, Kent, ME13 7FX