Innovative Strategies, Proven Success

TERMS AND CONDITIONS
Templehill Agency
Website: https://www.templehillagency.com
Business name: Templehill Agency
Email: [email protected]
Effective date: 18 October 2026
Last updated: 18 October 2026

 
1. INTRODUCTION AND ACCEPTANCE OF THESE TERMS
Welcome to Templehill Agency.

These Terms and Conditions (“Terms”) govern your access to and use of our website, https://www.templehillagency.com, and establish the general terms applicable to our digital marketing services, subject to any separate service agreement, proposal or statement of work agreed with you.

In these Terms, “Templehill Agency”, “we”, “us” and “our” refer to the business identified in Section 2.

“You” and “your” refer to any person accessing our website, a business making an enquiry, a prospective client or an existing client, as appropriate to the context.

By accessing or using our website, you agree to comply with the provisions applicable to website users.

If you engage our digital marketing services, you will also be subject to the commercial provisions of these Terms and any separate written agreement, proposal, quotation, order form or statement of work that we have accepted.

Please read these Terms carefully before using our website or engaging our services.

If you do not agree with the provisions governing website use, you should discontinue use of the website. If you do not agree with the proposed terms for a particular service, you should not accept the relevant proposal or commence the engagement.

Nothing in these Terms is intended to exclude, restrict or override a legal right or obligation that cannot lawfully be excluded, restricted or overridden.

2. BUSINESS INFORMATION
The website and services covered by these Terms are operated under the trading name Templehill Agency.

Our contact details are:

Business name: Templehill Agency
Business structure: Sole trader.
Email: [email protected]
Website: https://www.templehillagency.com

Where Templehill Agency is a trading name rather than a separate legal person, the actual individual or legal entity operating the business will be the contracting party.

You may contact us using the email address above for enquiries about our services, these Terms, billing, complaints or other business matters.

3. SCOPE OF THESE TERMS
These Terms apply to:

Access to and use of our website.
Enquiries, quotations and proposals relating to our digital marketing services.
The commercial relationship between Templehill Agency and its business clients, subject to any applicable service agreement.
The responsibilities of clients when providing information, materials, instructions, access credentials and approvals.
Payment, intellectual property, confidentiality, liability, suspension, cancellation and termination, where applicable.
Our digital marketing services may include, depending on the services we actually offer and agree to provide:

Digital marketing strategy and consultancy.
Search engine optimisation (SEO).
Search engine marketing and paid advertising.
Social media marketing and account management.
Content planning, copywriting and content creation.
Email marketing and campaign management.
Lead generation and marketing automation.
Website and landing-page optimisation.
Analytics, conversion tracking and reporting.
Marketing research and competitor analysis.
Campaign planning, implementation and performance reviews.
Related digital marketing, creative and advisory services.
The precise services available to you will be those described in the relevant proposal, quotation, order form or statement of work.

Listing a service in these Terms does not mean that we currently offer every listed service or that every service is included in a particular engagement.

4. BUSINESS-TO-BUSINESS SERVICES
Our digital marketing services are principally intended for businesses, companies, sole traders and other organisations purchasing services for commercial or professional purposes.

When accepting a proposal or entering into a service agreement, you confirm that you are acting for business purposes and that you have authority to enter into the agreement on behalf of the relevant organisation, where applicable.

These commercial provisions are drafted for business-to-business engagements.

If you engage us as a consumer, or if any transaction falls within mandatory consumer protection legislation, the applicable consumer rights and protections will take precedence over any inconsistent provision of these Terms. Nothing in this section removes a legal status or protection that applies under mandatory law.

If we decide to offer services directly to consumers, separate consumer-facing terms and any required pre-contractual information may be necessary.

5. ELIGIBILITY AND AUTHORITY
By engaging our services, you confirm that:

You are legally capable of entering into a binding agreement.
You have the authority to accept these Terms and any relevant service agreement.
The information you provide to us is accurate and not misleading in any material respect.
You have the necessary rights, permissions and authorisations to provide any content, information, materials or account access supplied to us.
You will comply with applicable laws and the terms governing any third-party platforms you use.
Your instructions and proposed marketing activities are lawful and do not knowingly infringe the rights of others.
Where you act on behalf of a business, you confirm that you have appropriate authority to bind that business to the relevant agreement.

6. WEBSITE USE
You may use our website for lawful purposes, including learning about our services, contacting us and considering whether to engage our business.

You agree not to use our website:

For any unlawful, fraudulent or deceptive purpose.
To submit malicious code, viruses or other harmful material.
To attempt unauthorised access to our website, servers, databases or systems.
To disrupt, damage or interfere with the website or its security.
To collect or harvest personal information without appropriate authority.
To impersonate another person or misrepresent your identity or affiliation.
To infringe intellectual property, privacy or other legal rights.
To transmit spam or other unauthorised commercial communications.
To use automated systems to access, copy or extract website content in a manner that violates applicable law or our legitimate technical restrictions.
To take any action that imposes an unreasonable or disproportionate load on our infrastructure.
We may investigate suspected misuse and take reasonable measures to protect our website, business, users and third parties.

Where appropriate, we may restrict access, preserve relevant evidence or refer suspected unlawful activity to the relevant authorities.

Nothing in this section permits us to disregard applicable legal requirements or to restrict lawful activity without a proper basis.

7. WEBSITE INFORMATION AND AVAILABILITY
We aim to ensure that information on our website is accurate, useful and reasonably up to date.

However, website information may contain errors, omissions or outdated material. Service descriptions, examples, prices, illustrations, case studies and marketing statements may be revised as our business develops.

Unless expressly incorporated into an agreed service contract, general website content is provided for informational purposes and does not constitute a binding quotation, individual professional assessment or guarantee of a particular result.

We may update, amend, suspend or remove website content from time to time.

We do not guarantee that the website will always be available without interruption, delay, technical fault or error.

We may temporarily suspend website access for maintenance, security, technical reasons or circumstances beyond our reasonable control.

Nothing in this section excludes responsibility for a representation or obligation that is legally binding or liability that cannot lawfully be excluded.

8. ENQUIRIES, QUOTATIONS AND PROPOSALS
An enquiry submitted through our website or sent to us by email does not, by itself, create a contract to provide services.

Where appropriate, we may issue a quotation, proposal, service description or statement of work setting out the proposed services, fees, timetable and other relevant terms.

Unless a proposal expressly states otherwise:

A quotation or proposal is an invitation to enter into an agreement, rather than a guarantee that we will accept every requested engagement.
Any stated validity period applies to the relevant quotation or proposal.
The scope, pricing and availability described in a proposal may need to be reviewed if the client's requirements change.
We may decline an engagement where the requested work is outside our capabilities, unavailable, unlawful or otherwise unsuitable.
We will not be required to commence work merely because an enquiry has been received.
A binding services contract will arise when the proposal or statement of work has been accepted by both parties through an agreed method, such as a signed document, an accepted electronic proposal, an order confirmation or another clearly documented form of acceptance.

Where the parties expressly agree to proceed through email correspondence, the relevant correspondence may form part of the contract.

We will not treat silence alone as acceptance of a new proposal or material variation.

9. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE
The services we provide will be governed by these Terms and any applicable specific agreement.

The documents forming part of a particular engagement may include:

A signed service agreement.
An accepted statement of work, order form or proposal.
A written variation agreed by both parties.
Any applicable data processing agreement.
These Terms.
Any other document expressly incorporated into the agreement.
If provisions conflict, the following order of precedence will normally apply:

A later written variation expressly agreed by both parties will prevail in relation to the subject it changes.
A signed service agreement or accepted statement of work will prevail over these general Terms to the extent of any express inconsistency.
A data processing agreement will govern the specific personal data processing matters that it addresses.
These Terms will apply to matters not otherwise varied or expressly addressed.
A proposal will not override these Terms merely because it contains a general description of the services. The parties should clearly identify any material departure from these Terms.

No amendment to a signed agreement will be effective unless made through a procedure permitted by that agreement and applicable law.

10. SCOPE OF SERVICES AND DELIVERABLES
We will provide the services specifically described in the relevant accepted proposal or statement of work.

The agreed scope should identify, as appropriate:

The services to be performed.
The deliverables to be produced.
The agreed project objectives.
The timetable and any important milestones.
The number of revisions included.
The applicable fees and payment arrangements.
Any third-party costs or advertising budgets.
The responsibilities of each party.
Any client approvals, resources or access required.
Any agreed performance indicators or reporting arrangements.
Any agreed assumptions, dependencies or exclusions.
Unless expressly included, our fees do not cover additional work arising from a change in objectives, new deliverables, extra revisions, additional platforms, unexpected technical issues or material changes to the client's instructions.

Where the precise scope has not been agreed in sufficient detail, we may request clarification before undertaking the relevant work.

We will not be responsible for delivering items that have not been included in the agreed scope merely because they would be useful to the project.

11. PROJECT CHANGES AND ADDITIONAL WORK
Changes to an agreed service may affect the scope, timetable, resources and fees.

If you request a change or we reasonably identify a need for additional work, we may issue a revised proposal or change request setting out:

The requested change.
Any additional deliverables or work.
Any additional fees.
The expected effect on the timetable.
Any additional client responsibilities or third-party costs.
Unless the parties agree otherwise, we will not be obliged to undertake additional paid work until the change has been approved.

Approval may be recorded in writing, including by email, where the parties have agreed to use email for contract variations.

We may pause the affected work while awaiting approval if proceeding would create material additional work or cost.

Minor administrative adjustments that do not materially affect scope, price or delivery time may be agreed through normal project communications, provided both parties clearly understand what has been agreed.

12. CLIENT RESPONSIBILITIES
You play an important role in the delivery and effectiveness of digital marketing services.

You agree to:

Provide accurate, complete and timely information reasonably required for the work.
Supply approved brand guidelines, logos, images, copy, product information and other necessary materials.
Ensure that you own, or are authorised to use, all materials and information you supply.
Provide appropriate access to advertising accounts, websites, analytics tools, social media profiles and other relevant systems.
Ensure that account access is provided securely and only to authorised people.
Nominate a suitable contact to give instructions and approvals.
Review draft content, advertisements, reports and other deliverables within agreed timeframes.
Provide clear and consistent instructions.
Notify us of material changes to your business, products, services, pricing, target markets or legal requirements.
Ensure that your products, services, offers and business practices comply with applicable law.
Maintain necessary records, licences, permissions, consents and regulatory approvals.
Pay our invoices and authorised third-party costs when due.
Cooperate reasonably with requests necessary to deliver the agreed services.
We are entitled to rely on the information and instructions you provide unless the agreement or applicable law requires us to take additional steps.

You remain responsible for business decisions that you make based on our reports, recommendations or marketing work, subject to the express obligations we have agreed to perform.

13. CLIENT APPROVALS AND DELAYS
You must review materials submitted for approval and provide feedback within the timeframes agreed for the project.

Where no timeframe has been specified, you should provide feedback within a reasonable period after receiving the relevant materials.

You remain responsible for checking material facts, prices, offers, legal statements, product descriptions, claims and other information specific to your business before publication or release.

Where we request approval before launching a campaign or publishing content, we will not proceed until approval is received, unless the parties have expressly agreed to another procedure.

Delays caused by missing information, late approvals, unavailable access or changes to instructions may affect the delivery schedule.

In such circumstances, we may reasonably adjust the timetable and, where additional work or costs result, discuss a corresponding change to the project scope or fees.

We are not responsible for delay to the extent it results from your failure to meet an agreed dependency, provided we act reasonably and communicate material issues to you.

We will not use this clause to avoid responsibility for delay caused by our own breach of the agreed contract.

14. FEES, PRICING AND TAXES
The fees payable for our services will be set out in the accepted proposal, quotation, order form or statement of work.

Depending on the engagement, fees may be charged as:

• A fixed project fee.
• A recurring monthly retainer.
• An hourly or daily rate.
• A fee for specified deliverables.
• A performance-related fee, where expressly agreed.
• Another expressly agreed pricing arrangement.
• Unless expressly stated otherwise, our fees are payable in the currency and according to the payment schedule specified in the relevant agreement.

Where the agreed price excludes VAT or another applicable tax, that tax will be added where legally chargeable.

You are responsible for paying applicable taxes, duties or charges properly payable in connection with the services, excluding taxes on our income.

Third-party costs, including advertising spend, platform subscriptions, stock assets, external software, hosting and specialist contractors, are excluded unless the proposal expressly states that they are included.

Where you have authorised us to incur third-party costs on your behalf, you remain responsible for the agreed costs, subject to the applicable agreement.

We will not knowingly commit you to material additional expenditure outside the agreed scope without appropriate authority.

15. INVOICING AND PAYMENT TERMS
We will invoice you according to the payment terms in the applicable service agreement or proposal.

If no payment date or schedule is specified in the relevant agreement, invoices will ordinarily be payable within 14 calendar days of the invoice date, subject to applicable law and any mandatory statutory payment rules.

Depending on the agreement, we may require:

An advance payment or deposit before work begins.
Payment by project milestone.
Monthly payments for recurring services.
Payment of advertising or other third-party costs in advance.
Payment of the balance before final deliverables or specified usage rights are released, where agreed.
We may issue invoices electronically.

You are responsible for ensuring that the billing information you provide is accurate.

If you believe an invoice contains an error, you should notify us promptly in writing, identifying the amount disputed and the reasons for the dispute. The parties should then work in good faith to resolve the issue.

Where only part of an invoice is disputed, you must pay any undisputed portion by the applicable due date unless the parties agree otherwise or the law requires different treatment.

We will not treat a reasonable, genuine dispute as proof that all amounts due under the agreement may be withheld indefinitely.

16. LATE PAYMENTS AND RECOVERY COSTS
Where a payment is overdue, we may issue a reminder and request payment.

For commercial transactions to which Irish late-payment legislation applies, statutory late-payment interest and recovery-cost compensation may arise in accordance with the applicable legislation.

The European Communities (Late Payment in Commercial Transactions) Regulations 2012, as amended, provide for statutory interest on qualifying overdue commercial payments and compensation for recovery costs. The applicable statutory interest rate can change over time. <Cite refs={["turn355830search0","turn355830search1","turn355830search2"]}/>

We reserve the right to claim any statutory interest, fixed compensation and further reasonable recovery costs available to us by law.

Nothing in these Terms is intended to remove a statutory entitlement that cannot lawfully be excluded.

We may also exercise contractual rights to suspend work or terminate an engagement where payment defaults remain unresolved, subject to the relevant agreement and applicable law.

17. SUSPENSION FOR NON-PAYMENT OR CLIENT DEFAULT
Where an invoice remains unpaid after its due date, or where you materially fail to meet an obligation necessary for us to perform the services, we may give written notice identifying the issue and requesting that it be remedied.

If the default is not remedied within a reasonable period stated in the notice, we may suspend the affected services where suspension is reasonable and legally permitted.

Suspension may affect campaign management, content production, reporting, optimisation or other ongoing work.

Before suspending a live advertising campaign, website function or other activity where suspension may create a material risk, we will take reasonable account of the circumstances and any agreed transition arrangements.

You remain responsible for fees properly accrued and authorised third-party costs incurred up to the suspension date, subject to the agreement and applicable law.

We will resume suspended services when the relevant issue is resolved and any necessary restart arrangements have been agreed.

We will not exercise this right in a manner that unlawfully interferes with access to assets or data that you are entitled to receive.

18. NO GUARANTEE OF MARKETING RESULTS
Digital marketing is affected by factors that are outside our control, including market conditions, competition, consumer behaviour, advertising budgets, search engine algorithms, platform policies and changes to third-party systems.

Unless a specific measurable result is expressly agreed in a written contract, we do not guarantee:

• A particular number of leads, sales, enquiries or conversions.
• A particular return on advertising spend.
• A particular search engine ranking.
• A particular number of website visitors, impressions, clicks or followers.
• A specific level of engagement, revenue or profitability.
• A particular date by which a campaign will achieve a given outcome.
• Approval of advertisements or accounts by a third-party platform.
• Continued access to or performance from any third-party service.
• Performance indicators, forecasts, estimates and targets are planning tools unless the parties expressly agree in writing that a specified result constitutes a binding contractual commitment.

We will perform the services with reasonable care and skill and in accordance with the agreed scope, subject to applicable law.

Nothing in this section excludes responsibility for failing to perform an express contractual obligation.

19. ADVERTISING SPEND AND THIRD-PARTY PLATFORMS
Digital marketing services may require the use of external platforms, including search engines, advertising networks, social media services, website hosts, analytics systems, email marketing providers and other third-party services.

Their availability and operation are not fully controlled by Templehill Agency.

Unless the parties expressly agree otherwise:

Advertising spend is separate from our service fees.
You remain responsible for advertising budgets and authorised media expenditure.
Third-party subscriptions and charges are payable by you where applicable.
Platform terms, rules and eligibility requirements must be followed.
Advertisements may be rejected, restricted, removed or suspended by a platform.
Platforms may change algorithms, prices, reporting methods, interfaces or policies.
Third-party outages or restrictions may interrupt or reduce campaign effectiveness.
We cannot guarantee that an external platform will maintain any particular feature or service.
Where possible, client-owned accounts should be used for advertising, analytics and other business-critical services.

If we use an agency-owned account or other arrangement by agreement, the proposal should explain the ownership, access, billing, data and exit arrangements that apply.

We will use reasonable care when managing third-party platforms within the agreed scope, but we will not be responsible for a third party's independent act, omission, outage or policy change except to the extent our own breach of contract or other legally actionable conduct contributes to the relevant loss.

20. ADVERTISING BUDGETS AND CAMPAIGN AUTHORISATION
Where we manage paid advertising for you, the proposal should specify the agreed budget, spending limits, campaign objectives and the process for authorising changes.

You are responsible for approving the advertising budget and ensuring that sufficient funds or payment facilities are available for the authorised campaign.

We will not knowingly exceed an expressly agreed spending limit without appropriate approval, except where an adjustment is necessary to comply with an unavoidable platform charge or another expressly agreed arrangement.

If the platform, account setup or billing arrangement creates a risk of unexpected expenditure, the parties should agree suitable controls before the campaign launches.

You remain responsible for payment of authorised advertising expenditure incurred through your accounts or otherwise properly authorised by you.

We are not responsible for expenditure independently incurred by you, your personnel or another provider outside our authority.

Where an unauthorised or erroneous payment appears to have occurred, the parties will cooperate reasonably to investigate the issue and contact the relevant platform or payment provider.

21. SEARCH ENGINE OPTIMISATION
If we provide search engine optimisation services, we may undertake activities such as technical audits, content recommendations, keyword research, on-page improvements, link analysis and performance monitoring.

Search engine rankings and organic traffic depend on factors that include search engine algorithms, competitor activity, website quality, content relevance, technical performance and changes to search engine policies.

We cannot guarantee that a website will achieve or maintain a particular ranking or level of traffic.

Unless expressly included in the agreed scope, we do not guarantee that search engines will index every page, accept every change or maintain any particular presentation of a website in search results.

We will not knowingly undertake activities that we understand to be unlawful or contrary to an agreed campaign restriction.

You remain responsible for decisions about your products, business practices and any claims made on your website.

22. CONTENT, ADVERTISING CLAIMS AND LEGAL COMPLIANCE
You are responsible for ensuring that your business, products, services, offers, prices and underlying commercial practices comply with applicable laws and regulations.

You must not instruct us to create, publish or distribute content that is unlawful, misleading, fraudulent, defamatory, infringing or otherwise prohibited.

Where applicable, your responsibilities include ensuring that:

• Product and service claims are accurate and supported by appropriate evidence.
• Prices, discounts and promotional terms are presented accurately.
  Testimonials and endorsements are genuine and appropriately authorised.
• Required advertising disclosures are made.
• You possess the rights needed to use images, logos, videos, music, text and other materials.
• Necessary permissions and consents have been obtained for personal data used in campaigns.
• Marketing to children or other protected groups complies with applicable rules.
• Regulated products or services are promoted only where legally permitted.
• Email lists and marketing audiences are lawfully collected and used.
• Your landing pages and websites contain appropriate legal notices and disclosures.
• Where relevant, marketing communications may also be subject to the Code of Standards for Advertising and Marketing Communications in Ireland and applicable sector-specific rules. The applicable requirements depend on the nature of the campaign and the parties' respective responsibilities. 

We may request evidence supporting a claim, clarification of an offer or confirmation that you have the necessary rights and permissions.

We may refuse or pause work where we reasonably believe that the requested material or instruction creates a significant legal, ethical, platform-policy or reputational risk.

Where possible, we will explain the concern and discuss a lawful alternative.

You remain responsible for the legal and commercial accuracy of business-specific information supplied to us and for decisions to approve or publish final materials, subject to our express obligations and applicable law.

23. INTELLECTUAL PROPERTY OWNERSHIP
Intellectual property rights may exist in website content, branding, copy, designs, videos, photographs, graphics, templates, software, strategies, reports and other materials.

These rights are governed by applicable law and any express written agreement between the parties.

23.1 Our pre-existing intellectual property
Unless expressly agreed otherwise, Templehill Agency retains ownership of its pre-existing materials and intellectual property, including:

Templates and standard document structures.
Internal processes and workflows.
General marketing methods and know-how.
Frameworks, tools and reusable components.
Pre-existing designs, software, code and other materials.
Agency branding and website content.
Nothing in these Terms transfers ownership of our pre-existing intellectual property merely because it is used to deliver a service.

23.2 Bespoke client deliverables
The intellectual property arrangements for bespoke deliverables should be specified in the accepted proposal or service agreement wherever possible.

Unless the parties agree otherwise in writing, and subject to any third-party rights, we grant you a non-exclusive, worldwide, perpetual licence to use the bespoke final deliverables created specifically for you, for your own business purposes, once all fees due for those deliverables have been paid in full.

This licence permits you to use the deliverables for your business and marketing activities within the scope reasonably contemplated by the project.

It does not automatically transfer ownership of the copyright or other intellectual property rights.

It also does not include ownership of our underlying templates, reusable systems, source materials or pre-existing tools, unless expressly agreed.

If you require an assignment of intellectual property ownership, editable source files, exclusive rights or a broader licence, this must be agreed in writing, including any additional fee and any rights that remain with us or third parties.

23.3 Drafts and rejected work
Unless the proposal states otherwise, drafts, rejected concepts, unused creative options, internal notes and working files remain ours.

Payment for a particular final deliverable does not automatically confer ownership or unrestricted rights in every alternative concept considered during its development.

23.4 Third-party materials
Some deliverables may incorporate third-party assets, stock images, fonts, software, plugins or other licensed materials.

Those materials remain subject to their respective ownership and licence conditions.

We cannot transfer rights that we do not own or have authority to grant.

Where a third-party licence is required, we will identify relevant costs or licensing restrictions where reasonably practicable.

24. CLIENT MATERIALS AND LICENCE TO USE THEM
You retain ownership of materials that you supply to us, subject to third-party rights.

You grant us a non-exclusive, limited licence to use, reproduce, adapt, store and display your materials to the extent reasonably necessary to provide the agreed services.

This licence applies only for the duration and purposes reasonably required by the engagement, including project delivery, quality control, agreed publication and any necessary contractual or legal record-keeping.

You confirm that you have the rights, permissions and authority necessary to provide the materials and authorise their use for the agreed purposes.

You are responsible for obtaining any necessary permissions from the owners of third-party material that you ask us to use.

We may refuse materials that we reasonably believe infringe third-party rights or create a material legal or security risk.

After the engagement ends, we will stop using your materials for new work, except where continued use is authorised by you, required for an agreed transition or permitted or required by law.

25. PORTFOLIO USE, CASE STUDIES AND TESTIMONIALS
We may wish to identify completed projects in our portfolio, case studies, proposals or marketing materials.

However, we will not assume that engaging us automatically gives us permission to publish confidential business information, identifiable campaign results, personal data or unreleased materials.

Unless you have authorised such use in writing or another lawful basis clearly applies, we will obtain your permission before publicly identifying you as a client or publishing a case study or testimonial that identifies your business.

Any agreed permission should specify the information that may be used and any applicable restrictions.

You may provide separate permission for us to use your business name, logo, testimonial, project summary or campaign results, subject to any agreed conditions.

We will not knowingly present a testimonial or case study in a materially misleading way.

26. CONFIDENTIALITY
Each party may receive confidential information from the other while discussing or carrying out an engagement.

“Confidential Information” means non-public business, technical, commercial, financial or operational information that is identified as confidential or that should reasonably be understood to be confidential in the circumstances.

Each party agrees to:

Use the other party's Confidential Information only for the relevant business relationship or as otherwise authorised.
Take reasonable steps to protect it from unauthorised access, use or disclosure.
Limit disclosure to personnel, professional advisers and authorised subcontractors who reasonably need to know it and are subject to appropriate confidentiality obligations.
Notify the other party where a material unauthorised disclosure is discovered, subject to applicable law.
Return, delete or securely dispose of Confidential Information where required by the agreement or law and reasonably practicable.
Confidentiality obligations do not ordinarily apply to information that the receiving party can demonstrate:

Is or becomes publicly available through no breach of the agreement.
Was lawfully known to the receiving party before disclosure.
Is lawfully received from a third party without a confidentiality restriction.
Is independently developed without using the confidential information.
Must be disclosed under law, regulation, court order or a valid request from a competent authority.
Where disclosure is legally required, the receiving party will, where lawful and reasonably practicable, provide advance notice and disclose only what is required.

These confidentiality obligations do not prevent a party from exercising its legal rights or complying with legitimate regulatory obligations.

27. DATA PROTECTION AND PRIVACY
Both parties must comply with applicable data protection and privacy laws in relation to their respective activities.

Templehill Agency's handling of personal data for its own business purposes is explained in our Privacy Policy, available at:

https://www.templehillagency.com

The Privacy Policy does not replace these Terms or a separate data processing agreement.

27.1 Personal data processed for clients
Where Templehill Agency processes personal data on behalf of a client, the parties must establish their respective data protection roles and comply with the GDPR and other applicable requirements.

Where an Article 28 GDPR relationship applies, an appropriate written data processing agreement must be in place before the relevant processing begins. The agreement must address the required processing details, instructions, confidentiality, security, subprocessors, assistance, audits and the return or deletion of data, among other applicable matters. 

The client is generally responsible for determining the purpose and lawful basis for its processing and providing required privacy information. Templehill Agency will process client personal data only in accordance with documented instructions, subject to applicable law.

27.2 Client responsibilities
You must ensure that you are entitled to provide personal data to us and that your instructions and intended uses comply with applicable law.

This includes, where relevant, ensuring that:

You have a lawful basis for collecting and using the personal data.
Required privacy notices have been provided.
Valid consent has been obtained where required.
Electronic marketing and cookie requirements are met.
Data subjects can exercise their rights.
Any audience lists supplied to us have been collected and used lawfully.
Special-category or other sensitive information is not supplied without a valid legal basis and required safeguards.
27.3 Security and data incidents
Each party must implement security measures appropriate to its role, the data involved and the risks of the processing.

If we become aware of a personal data breach affecting information processed on behalf of a client, we will notify the client without undue delay in accordance with applicable law and the relevant data processing agreement.

The parties will cooperate reasonably on incident investigation, containment, notifications and remedial actions.

28. THIRD-PARTY CONTRACTORS AND SUBPROCESSORS
We may engage appropriately selected contractors or service providers to assist with delivering our services.

Where a contractor or provider handles personal data on our behalf as a subprocessor, we will comply with the applicable data protection requirements, including any required client authorisation and contractual safeguards.

We remain responsible for the performance of our contractual obligations, subject to the agreement and applicable law.

We will take reasonable steps to ensure that subcontracted work is consistent with the agreed service scope and that appropriate confidentiality and security measures are in place.

Unless expressly agreed, you do not acquire a direct contractual relationship with our subcontractors merely because they assist in delivering our services.

29. CREDENTIALS AND ACCESS TO CLIENT ACCOUNTS
Where you provide access to your website, advertising accounts, social media profiles, analytics tools, mailing lists or other business systems, both parties should take appropriate steps to protect that access.

You are responsible for ensuring that you have authority to grant the requested access.

We will use such access only as reasonably necessary for the agreed services and in accordance with applicable instructions and permissions.

You should not provide more access than is necessary for the task.

Where practicable, access should be granted through named user accounts, delegated permissions or another secure method rather than by sending passwords through ordinary email.

You should notify us promptly if access credentials are compromised or if an authorised person no longer requires access.

Upon completion or termination of the relevant services, we will cooperate reasonably in the revocation or transfer of access, subject to outstanding contractual, security and legal requirements.

We are not responsible for unauthorised actions undertaken by your own personnel or other third parties outside our control, except to the extent our own breach or other legally actionable conduct contributes to the loss.

30. CLIENT ACCOUNTS, DATA AND OWNERSHIP OF ASSETS
Where practicable, advertising accounts, analytics accounts, domain registrations, social media accounts and other business-critical assets should be registered in your name or under your control.

The ownership and administration arrangements for any agency-managed or agency-owned accounts used in a project should be specified in the relevant proposal.

Unless the parties expressly agree otherwise, you retain ownership of accounts and assets that you own or lawfully control.

You remain responsible for keeping billing details, account ownership information and authorised user lists accurate.

On termination, we will cooperate reasonably with the transfer or handover of client-owned accounts, deliverables and information included in the agreed scope, subject to payment obligations, third-party restrictions, security procedures and applicable law.

We will not use ownership of an agency account as a basis for claiming ownership of client data or other client-owned materials.

31. WARRANTIES AND SERVICE STANDARDS
We will provide the agreed services with reasonable care and skill and in accordance with the express terms of the applicable contract.

You warrant, to the extent relevant, that:

You have authority to engage us.
Your instructions and supplied materials are lawful.
You possess the necessary rights to use the content and information you provide.
You will cooperate reasonably with the project.
You will comply with applicable laws and third-party platform terms.
You will pay fees and authorised costs in accordance with the agreement.
Unless expressly stated otherwise, we do not warrant that a marketing strategy, campaign or deliverable will generate a particular commercial outcome.

Any estimates, forecasts or recommendations depend on the assumptions and information available at the time and should not be interpreted as guaranteed financial returns.

Nothing in this section removes an express contractual promise or a legal responsibility that cannot lawfully be excluded.

32. NO UNAUTHORISED USE OR UNLAWFUL CONTENT
You must not request, authorise or encourage us to produce or distribute materials that are unlawful or infringe another person's rights.

This includes, where applicable, content that is fraudulent, defamatory, misleading, discriminatory or in breach of intellectual property, confidentiality, privacy or advertising laws.

If we reasonably believe that a request or material creates a substantial legal or platform-policy risk, we may ask for clarification, supporting information or revised instructions.

Where the concern cannot reasonably be resolved, we may refuse the relevant work or suspend the affected activity in accordance with these Terms and the applicable agreement.

We will communicate material issues to you where reasonably practicable and consider lawful alternatives where appropriate.

You remain responsible for the accuracy and legality of your business-specific claims, subject to any separate obligation we expressly accept.

33. CANCELLATION AND TERMINATION
The cancellation and termination terms for a particular service should be set out in the relevant proposal or agreement.

Where a signed service agreement specifies a minimum term, notice period or early termination charge, that provision will apply subject to applicable law.

Unless otherwise agreed in a service-specific contract, either party may terminate an ongoing service arrangement by giving 30 calendar days' written notice.

A fixed-term project may be terminated before completion by agreement or where a contractual or legal right to terminate applies.

Either party may terminate an agreement by written notice where the other party commits a material breach and fails to remedy it within a reasonable period specified in the notice, where the breach is capable of remedy.

A party may also terminate where the other party becomes insolvent or is unable to perform material contractual obligations, to the extent permitted by applicable law.

We may suspend or terminate affected work immediately where reasonably necessary to address a serious security threat, unlawful instruction or material risk, subject to applicable law and any express contractual obligations. Where practicable, we will explain the issue and provide an opportunity to resolve it.

Termination does not remove rights or liabilities that accrued before the effective termination date.

34. CONSEQUENCES OF TERMINATION
When a service arrangement ends:

You must pay fees properly due for work performed and authorised costs incurred up to the effective termination date, subject to the agreement and applicable law.
We will stop providing the terminated services, except for any agreed transition assistance or surviving obligations.
Any prepaid amounts will be accounted for in accordance with the relevant agreement and applicable law.
Rights to use deliverables will be governed by the applicable intellectual property provisions and any payment conditions.
The parties will cooperate reasonably on an agreed handover of client-owned assets, records and access.
Each party will protect or return the other party's confidential information as required by the agreement.
Personal data will be retained, returned or deleted in accordance with the applicable data processing agreement, privacy obligations and legal retention requirements.
Any outstanding dispute or payment issue may be dealt with under the relevant agreement and applicable law.
Where recurring services are terminated, fees will be calculated according to the agreed billing period, notice arrangements and termination provisions.

We will not impose a cancellation charge that has no contractual or lawful basis.

35. REFUNDS AND NON-REFUNDABLE COSTS
Our refund arrangements depend on the type of service, the terms agreed and the work performed.

Fees properly earned for completed work will not ordinarily be refundable merely because you change your mind or decide that you no longer wish to use the deliverables, subject to the applicable contract and law.

Where you pay in advance for services that have not been performed, any refund or adjustment will be determined by the service agreement, the work completed, authorised commitments and applicable legal requirements.

Third-party advertising spend, platform fees, subscriptions, licensed assets and other costs already incurred on your authority may be non-refundable if the relevant provider does not offer a refund.

We will not treat a payment as non-refundable where mandatory law requires a refund or other remedy.

Any specific deposit, cancellation or refund arrangements should be clearly stated in the accepted proposal before the engagement begins.

36. INDEMNITY
To the extent permitted by applicable law, you agree to indemnify Templehill Agency against third-party claims, losses, damages, liabilities and reasonable legal costs arising directly from:

Materials or content supplied by you that infringe third-party rights.
Unlawful or misleading business claims supplied or approved by you.
Your unlawful instructions or use of the services.
Your failure to obtain permissions, licences or consents that are your responsibility.
Your material breach of the agreement or applicable law.
This indemnity will apply only to the extent the relevant loss arises from the matters identified above and is not caused by our own breach of contract, negligence, wilful misconduct or other legally actionable conduct.

We will notify you within a reasonable period of a claim for which we seek indemnification, where legally and reasonably practicable.

You will be given a reasonable opportunity to assist with the defence or resolution of the claim. No settlement may impose an admission of liability, payment obligation or continuing restriction on the indemnified party without its consent, not to be unreasonably withheld where appropriate.

The indemnity does not apply to liabilities that cannot lawfully be transferred or excluded.

37. LIMITATION OF LIABILITY
Nothing in these Terms excludes or restricts any liability to the extent that it cannot lawfully be excluded or restricted.

Subject to that principle, and to the extent permitted by applicable law, neither party will be liable to the other for indirect or consequential loss arising from the relevant agreement where such loss is legally excludable.

Depending on the circumstances, examples may include loss of anticipated profit, loss of anticipated revenue, loss of business opportunity or loss of anticipated savings, to the extent those categories of loss are recoverable and can lawfully be excluded under an agreed limitation.

Neither party may rely on this section to exclude liability for its own fraud or fraudulent misrepresentation, or for death or personal injury caused by its negligence, or any other liability that cannot lawfully be excluded or restricted.

Subject to those exceptions and the rest of this section, the aggregate liability of either party arising out of or in connection with a particular statement of work will not exceed the total fees paid or payable under that statement of work during the 12 months preceding the event giving rise to the claim.

If the relevant engagement has been in place for less than 12 months, the cap will be based on the fees paid or payable for that engagement during the period in question.

This proposed cap applies only to the extent permitted by law and must be reviewed for suitability in light of the nature, value and risks of the particular engagement.

It does not automatically apply to liability that cannot lawfully be limited, or where an express written agreement provides a different valid arrangement.

Neither party may recover twice for the same loss.

The parties should consider any relevant insurance requirements and special risks when agreeing the liability terms for a project, particularly where the services involve substantial advertising expenditure, sensitive data, regulated industries or business-critical systems.

38. THIRD-PARTY LOSSES AND CLIENT BUSINESS DECISIONS
Our advice, strategies, reports and recommendations are provided in the context of the agreed services.

You remain responsible for your own business decisions, commercial risks, products, pricing, customer relationships and operational activities.

We do not warrant the conduct or performance of third-party platforms, suppliers, publishers or payment providers.

However, these provisions do not remove our responsibility for performing the services with the care and skill required by the contract or for liabilities that cannot lawfully be excluded.

Where a third-party issue affects an ongoing campaign, the parties should cooperate reasonably to identify practical next steps and, where possible, minimise avoidable losses.

39. FORCE MAJEURE
Neither party will be liable for a failure or delay in performing an obligation to the extent that the failure or delay is caused by an event beyond its reasonable control and could not reasonably have been avoided or overcome.

Such events may include natural disasters, severe infrastructure failures, widespread telecommunications outages, war, terrorism, civil unrest, epidemics, government restrictions, industrial disputes, or major third-party service disruptions.

The affected party must notify the other party within a reasonable period where practicable, explain the expected effect and take reasonable steps to mitigate the consequences.

Payment obligations for services already performed and amounts otherwise due are not automatically removed by a force majeure event.

If the event continues for a prolonged period and materially prevents the performance of the affected service, the parties will discuss an appropriate adjustment, suspension or termination in accordance with the contract and applicable law.

A failure caused by a party's own avoidable conduct will not qualify merely because it creates operational difficulty.

40. COMPLAINTS AND DISPUTE RESOLUTION
If you have a complaint concerning our services, you should contact us at [email protected].

Where possible, please identify:

The relevant service or agreement.
The issue or event giving rise to the complaint.
Any relevant dates, invoices or correspondence.
The outcome you are seeking.
We will consider the complaint and aim to respond within a reasonable period.

The parties agree to attempt in good faith to resolve genuine contractual disputes through direct communication before commencing formal proceedings, where doing so is reasonable and legally permitted.

Nothing in this section prevents either party from seeking urgent legal relief, complying with statutory deadlines or taking other steps necessary to protect its rights.

If a dispute cannot be resolved informally, either party may pursue the remedies available under the applicable agreement and law.

41. GOVERNING LAW AND JURISDICTION
These Terms and any non-contractual obligations arising out of or in connection with them will be governed by the laws of Ireland, subject to any mandatory legal rules that apply.

Subject to those mandatory rules, the courts of Ireland will have jurisdiction over disputes arising from these Terms or our services.

Nothing in this section is intended to prevent a person from exercising a mandatory right to bring proceedings before a different competent court where applicable law provides that right.

42. ELECTRONIC COMMUNICATIONS AND SIGNATURES
The parties may conduct business through electronic communications, including email, electronic proposals, approved project-management systems and electronic signatures.

Subject to applicable law and the parties' agreed procedures, an electronic communication or signature may be used to accept a proposal, approve a variation or record another contractual decision.

You agree that communications sent to the contact details you provide may be used for legitimate contractual and administrative purposes.

You are responsible for keeping your contact details accurate and checking communications reasonably necessary for managing the engagement.

An automated acknowledgement of receipt does not necessarily mean that a proposal has been accepted or a contract formed.

Where applicable law requires a particular form, signature or procedure, that requirement will take precedence.

43. NOTICES
Formal notices relating to termination, material breach, contractual disputes or other matters requiring notice under these Terms should be sent in writing to the relevant contact details in the applicable agreement.

Where no separate contact details have been agreed, notices to Templehill Agency should be sent to:

Email: [email protected]
Postal address: TempleHill [insert complete postal address].

You should ensure that you use the correct contact details for the contracting party.

An email notice will be treated as received when it reaches the recipient's designated email system, subject to evidence of delivery, any bounce-back notification and any mandatory legal rules.

For notices of particular importance, the sender should retain reasonable evidence of the communication and delivery.

A notice of termination must comply with the relevant contractual notice requirements and any applicable law.

44. AMENDMENTS TO THESE TERMS
We may update the terms governing general website use from time to time. The latest version will be published on our website with the applicable update date.

A website update does not automatically amend an existing signed service agreement.

Changes to an existing engagement will be handled under the variation provisions of the applicable contract and, where required, must be expressly agreed by the parties.

We will not use a unilateral website update to retrospectively remove a contractual right or impose a material new charge or obligation on an existing client without an appropriate legal basis.

If a revised term is materially relevant to a new service, the updated terms should be made available before the new agreement is accepted.

45. ASSIGNMENT AND SUBCONTRACTING
You may not assign or transfer your contractual rights or obligations to another person without our prior written consent, where consent is reasonably required to protect legitimate contractual interests.

We will not unreasonably withhold consent where the proposed transfer does not materially increase risk or prejudice our rights.

We may assign or transfer our rights and obligations as part of a bona fide business restructuring, merger or transfer of the relevant business, subject to applicable law and appropriate protection of your interests.

We may engage subcontractors to assist with service delivery, subject to our contractual obligations, confidentiality requirements and applicable data protection law.

No assignment or subcontracting arrangement relieves a party of obligations that it remains responsible for under the applicable agreement.

46. SEVERABILITY
If any provision of these Terms is found to be invalid, unlawful or unenforceable, it will be treated as severed or restricted only to the extent necessary to address the issue.

The remaining provisions will continue to apply to the extent legally permitted.

Where appropriate and lawful, the parties will seek to replace the affected provision with a valid provision that most closely reflects the original commercial purpose without creating an unlawful result.

Nothing in this section authorises a court or either party to rewrite mandatory legal protections.

47. NO WAIVER
If either party does not exercise, or delays exercising, a right under these Terms, that does not automatically mean that the right has been waived.

A waiver must be assessed in light of the circumstances and applicable law.

A waiver concerning one breach or event does not automatically constitute a waiver of a later or different breach.

48. ENTIRE AGREEMENT
These Terms, together with the accepted proposal, statement of work, applicable service agreement, data processing agreement and any other documents expressly incorporated into the relevant engagement, set out the agreement between the parties concerning that engagement.

They supersede earlier proposals, discussions and communications concerning the same subject matter to the extent that those earlier materials are inconsistent with the final agreement.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation or removes any right or remedy that cannot lawfully be excluded.

49. THIRD-PARTY RIGHTS
Unless expressly stated otherwise, these Terms are intended to establish rights and obligations between the parties to the relevant agreement.

A person who is not a party to the agreement will not acquire contractual rights under it merely because the person is mentioned in these Terms or may benefit from the services.

This provision is subject to any rights that arise independently under applicable law.

50. SURVIVAL OF TERMS
Provisions that are intended by their nature to continue after termination will remain effective to the extent necessary.

These may include provisions concerning unpaid fees, intellectual property, confidentiality, data protection, limitations of liability, indemnities, dispute resolution and accrued rights.

The continuation of a provision does not extend it beyond its lawful or expressly agreed scope.

51. ADDITIONAL TERMS FOR PARTICULAR SERVICES
Some digital marketing services may involve additional requirements that are not fully addressed by these general Terms.

Where relevant, a service-specific agreement may set out additional provisions concerning:

Advertising account management and spend limits.
SEO activities and technical website changes.
Website development, hosting and maintenance.
Email marketing and mailing-list management.
Lead generation and customer relationship management.
Content production and licensing.
Third-party tools and subscriptions.
Reporting, analytics and conversion tracking.
Data processing and international transfers.
Sector-specific advertising or regulatory requirements.
Service levels, support arrangements and response times.
The specific written terms agreed for a service will govern that service where they expressly vary these general Terms.

Where a matter is not addressed in the service-specific agreement, these Terms will continue to apply to the extent relevant.

52. ACCESSIBILITY AND ALTERNATIVE CONTACT METHODS
We aim to make our website and business communications reasonably accessible.

If you have difficulty accessing information on our website or need an alternative method of contacting us, please email [email protected].

We will consider reasonable requests for alternative formats or communication methods, subject to the nature of the request and applicable law.

This section does not represent a certification that the website meets a particular accessibility standard unless such compliance has been independently assessed and established.

53. CONTACT DETAILS
If you have questions about these Terms, our digital marketing services, an invoice or an existing engagement, contact:

Templehill Agency
Website: https://www.templehillagency.com
Email: [email protected]

We aim to respond to genuine enquiries within a reasonable period.

 
END OF TERMS AND CONDITIONS