Terms of Service

Don’t Forget Enterprises Ltd trading as Don’t Forget Midas Marketing

These terms apply to business customers purchasing services for their trade, business or profession.

1. The agreement

“DFE”, “we”, “us” and “our” mean Don’t Forget Enterprises Ltd trading as Don’t Forget Midas Marketing. “Client”, “you” and “your” mean the business identified in our accepted proposal or order.

Our agreement comprises the accepted proposal or order, these terms and any expressly agreed schedules. Any data-processing schedule takes priority on data-protection matters; otherwise an expressly agreed written variation takes priority, followed by the proposal or order and then these terms. We will provide these terms before the agreement is made.

The agreement begins when we confirm acceptance of your order in writing. Payment alone does not oblige us to accept an order; we will promptly return payment for any order we decline. Changes to scope, fees or these terms require written agreement by authorised representatives of both parties, including by email. Revised website terms do not automatically change an existing agreement.

2. Services and client cooperation

We will perform the agreed marketing, advertising, creative, website or related services with reasonable care and skill. Deliverables, included revisions, fees, budgets and any dependencies will be recorded in the proposal or order.

You must provide timely access, accurate information, materials and approvals, and ensure that you have authority to instruct us. You are responsible for the legality and accuracy of your products, offers and claims, and for obtaining permission to use materials you supply. We remain responsible for our own obligations and conduct.

Unless expressly agreed as binding milestones, delivery dates are estimates. We will notify you of material delays. Client delays or agreed changes may require reasonable extensions and additional fees agreed in writing before the extra work begins. Silence is not approval of creative work or additional expenditure.

3. Recurring services, trial and cancellation

Unless the accepted order expressly states otherwise, recurring services have an initial trial of 28 consecutive days beginning on the activation date confirmed by us. Either party may give written notice during the trial to end the recurring services at the end of the trial. After the trial, either party may terminate recurring services on 28 days’ written notice. There is no further minimum term unless expressly agreed in the order.

Fees remain payable for services properly provided during the notice period. Where a prepaid period extends beyond termination, we will refund the unused portion, less properly incurred, previously authorised and non-cancellable third-party commitments. We will identify those commitments on request.

Fixed projects, such as website builds or films, follow the agreed project milestones and cancellation provisions. If none are specified, cancellation requires payment for work properly completed and authorised non-cancellable costs incurred up to cancellation, less payments already received. We will refund any excess. We will not automatically retain an entire deposit regardless of the work or costs incurred.

4. Fees, advertising spend and payments

The proposal or order will identify service fees, advertising budgets and third-party costs separately. VAT will be added where applicable unless a price is expressly stated to include it.

Recurring service fees are payable monthly in advance on the agreed billing date. A calendar month is not a 28-day billing cycle. Any separately priced 28-day trial and the transition to calendar-month billing will be stated in the order. Project payments follow the agreed milestones. Payments may be made by the agreed card, direct debit or bank-transfer method.

Advertising spend, platform fees, domains, hosting, software and other third-party costs are additional unless expressly included. We will not exceed an agreed expenditure limit without your written approval. Money paid directly to a platform is subject to that platform’s refund arrangements; we will account for unused client funds held by us.

Tell us promptly about an invoice you dispute, identifying the amount and reasons. We will investigate and provide a response and relevant supporting information. You must pay undisputed amounts when due. A good-faith dispute does not automatically waive the underlying charge, and delay in raising a query does not itself make an incorrect invoice valid.

For overdue, undisputed fees, we may suspend affected work after giving at least seven days’ written notice and an opportunity to pay. We will explain the effect of suspension and will not charge for work we do not perform, although agreed availability charges and authorised non-cancellable costs may continue where expressly identified in the order. We may claim statutory late-payment interest and recovery compensation only where legally applicable.

5. Advertising results and external platforms

We do not guarantee search positions, continuous advertising display, verification, account approval, lead volumes, sales, cost per lead or return on investment unless a specific guarantee is expressly agreed in writing. Forecasts and examples are estimates, not promises.

Advertising, search, social-media and other platforms control their own systems, policies, reviews and auctions. We will exercise reasonable care in our work and assist reasonably with relevant problems, but do not control platform decisions or service availability. Where practicable, business accounts should be held in the Client’s name with appropriate agency access.

6. Telephone, internet and other external service interruptions

Our services may depend on telephone networks, internet connections, hosting, email, power supplies and third-party platforms. Where an interruption is beyond our reasonable control and is not caused or materially contributed to by our breach, negligence or failure to take reasonable precautions, we are not responsible for resulting delay or non-performance to the extent directly caused by that interruption, subject to clause 10.

We will notify you promptly when we become aware of a material interruption affecting our work, take reasonable steps to reduce its impact and discuss practical alternatives. Affected deadlines will be reasonably extended. This clause does not excuse our own failures or automatically entitle us to payment for unperformed services.

If an interruption prevents a material part of our services for more than 14 consecutive days, either party may terminate the affected services by written notice. We will account for completed work and authorised non-cancellable costs and refund prepaid fees for services not provided.

This clause governs DFE’s relationship with its clients. It does not waive amounts owed under a separate supplier agreement or bind a telephone or other supplier that has not expressly agreed to it.

7. Creative work, websites and intellectual property

You retain ownership of materials you supply and grant us the rights reasonably needed to perform the services. On full payment of the relevant project fees, we assign to you copyright owned by us in the final bespoke deliverables identified in the order, excluding our pre-existing materials, tools, templates, working files and third-party assets. We will ensure that we have authority to make that assignment.

We retain ownership of our pre-existing materials and grant you a perpetual, non-exclusive licence to use them as incorporated in the paid final deliverables for their agreed purpose. Third-party assets, music, fonts, software, stock content and AI-generated elements are subject to their applicable licences and any limits disclosed before approval. We do not promise exclusivity or copyright ownership in elements for which those rights are unavailable.

Source files, raw footage, editable project files, ongoing hosting, maintenance, backups and platform subscriptions are included only where the order says so. Portfolio use requires your prior written approval. You must approve final factual claims, prices and contact details before publication; this does not remove our responsibility for errors caused by our own work.

Website orders must identify the agreed checkout, hosting, maintenance, backup and security responsibilities. Marketing consent, privacy notices, cookies and regulated claims must be addressed according to the agreed allocation of work; neither party is excused from its legal duties.

8. Personal data and contacting customers

Each party must comply with applicable UK data-protection and electronic-marketing laws. Each remains responsible for its own statutory obligations. You must have a lawful basis for supplying customer data and instructing any marketing contact. Your instructions do not authorise unlawful communications.

Where we process personal data on your behalf, the parties must put an appropriate written data-processing schedule in place before that processing starts. It must specify the processing details and address documented instructions, confidentiality, security, subprocessors, rights requests, breach assistance, compliance assistance, audits, international transfers and return or deletion of data. This clause is not a substitute for that schedule.

We will not sell client customer data or use it for our own unrelated marketing. Necessary disclosures to authorised service providers must comply with the agreed data-processing arrangements and applicable law. Where either party acts as an independent controller, its own controller obligations apply.

9. Breach, suspension and termination

Either party may terminate for a material breach that cannot be remedied or is not remedied within 14 days of written notice specifying the breach and required remedy.

We may immediately suspend only the affected activity where reasonably necessary to address unlawful content, a serious security risk or a legal requirement. We will explain the reason as soon as reasonably practicable and allow an opportunity to remedy it where appropriate. Content may be refused where it is unlawful, discriminatory, abusive or outside our expressly agreed content policy.

Any termination or suspension arising from insolvency is subject to applicable restrictions on ending supply contracts. On termination, we will provide reasonable handover of paid deliverables and client-owned accounts, subject to third-party access rules. Additional handover work outside the agreed scope requires an agreed fee. Neither party will improperly interfere with accounts or assets owned by the other.

10. Liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

Subject to that protection, neither party is liable to the other for indirect or consequential loss. DFE does not guarantee commercial results under clause 5. There is no blanket exclusion of all direct loss arising from DFE’s breach.

Subject to the first paragraph, DFE’s total aggregate liability arising from or connected with an order, whether in contract, tort including negligence or otherwise, is limited to the service fees paid or payable under that order during the 12 months immediately before the event giving rise to the claim. For a fixed project, the limit is the total project service fee paid or payable. Advertising spend and other pass-through third-party expenditure are not service fees for this purpose.

These limits apply only to the extent lawful and reasonable. Before contracting, the parties may agree a higher limit and any associated fee or insurance arrangements.

11. Confidentiality

Each party will protect the other’s confidential business information, use it only for the agreement and disclose it only to persons who need it and are under appropriate confidentiality duties, or as required by law. This does not cover information lawfully public, already lawfully known or independently developed. These obligations survive termination.

12. Notices and complaints

Send contractual notices and complaints to info@dontforgetenterprises.co.uk or Progress House, 396 Wilmslow Road, Manchester, M20 3BN. We will send notices to the email or postal address recorded in the order or subsequently notified in writing.

Email notices are treated as received on the next working day after sending, provided no delivery failure is received. Postal notices sent by prepaid first-class post are treated as received two working days after posting. A working day excludes weekends and public holidays in England. These rules do not govern service of court proceedings.

The parties will first seek to resolve complaints through a written explanation and good-faith discussion. Mediation may be used by agreement. This does not prevent urgent relief, court proceedings or the exercise of statutory rights.

13. General

The agreement is the entire agreement concerning its subject matter, without excluding liability for fraud or rights that cannot lawfully be excluded. Failure to enforce a right is not a waiver. If a provision is invalid or unenforceable, the remaining provisions continue to the extent they can operate lawfully.

Neither party may transfer the agreement without the other’s written consent, not to be unreasonably withheld or delayed. We may use suitable subcontractors while remaining responsible for our contractual performance.

No person other than the parties has a right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999. The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.