Arlieo Ltd  |  Company No. 17220978
Registered in England and Wales
hello@arlieo.co.uk

Terms and Conditions of Service

Version 2.0  |  Effective from 14th June 2026

These Terms and Conditions apply to the provision of services by Arlieo Ltd, a company registered in England and Wales (Company Number: 17220978). By entering into a contract with Arlieo Ltd or instructing Arlieo Ltd to proceed with work, the Client agrees to be bound by these terms unless otherwise agreed in writing.

These Terms and Conditions are incorporated into all proposals, scopes of work, and project agreements issued by Arlieo Ltd, forming part of the overall contract between Arlieo Ltd and the Client.

1. Interpretation

1.1 Definitions

In these Terms and Conditions, the following terms have the meanings set out below:

Acceptance

The written or digital confirmation by the Client that a deliverable or project output meets the agreed specification.

AI Tools

Artificial intelligence software used by Arlieo Ltd as a primary delivery mechanism, including but not limited to Claude by Anthropic, and any equivalent tools used from time to time.

Approved Framework

The written approval given by the Client in respect of strategy, content pillars, tone of voice, channel approach, campaign parameters, or monthly budgets, within which Arlieo Ltd is authorised to produce and publish work without requiring individual item approval.

Background IP

All intellectual property rights owned or developed by Arlieo Ltd independently of the contract, including methodologies, frameworks, templates, custom prompts, processes, and know-how, whether pre-existing or developed in the course of providing services generally.

Business Day

A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges

The fees payable by the Client for the supply of services by Arlieo Ltd, as set out in the proposal or scope of work.

Client

The business or individual entering into a contract with Arlieo Ltd for the provision of services.

Client Materials

All content, data, images, copy, specifications, brand guidelines, and other materials supplied by the Client to Arlieo Ltd for use in the delivery of services.

Client Platforms

Any software, platforms, systems, AI tools, integrations, APIs, databases, CRM systems, or technology infrastructure owned, licensed, or operated by the Client and made available to Arlieo Ltd for the purposes of delivering the services.

Contract

The agreement between the Client and Arlieo Ltd for the supply of services, formed upon written acceptance of a proposal or scope of work.

Deliverables

All documents, reports, strategies, digital assets, copy, code, websites, and other outputs developed by Arlieo Ltd as part of or in relation to the services.

Intellectual Property Rights

All patents, copyrights, trade marks, design rights, database rights, and all other intellectual property rights, whether registered or unregistered, subsisting anywhere in the world.

Minimum Term

The initial three-month period of a retainer engagement during which neither party may terminate for convenience.

Monthly Retainer

A recurring monthly fee for the ongoing provision of services as agreed in the scope of work.

Notice Period

Thirty days written notice required by either party to terminate a retainer engagement following the expiry of the Minimum Term.

Proposal

The written document issued by Arlieo Ltd setting out the proposed scope of services, deliverables, timeline, and charges.

Scope of Work

The detailed description of services to be delivered, which may be incorporated into a proposal or issued as a separate document.

Services

The digital marketing, technology, AI consultancy, strategy, website build, development, and related professional services to be provided by Arlieo Ltd pursuant to the contract, as further described in the relevant scope of work.

Services Start Date

The date on which Arlieo Ltd is to begin provision of the services, as confirmed in writing.

1.2 Interpretation

• A reference to legislation includes any amendment, extension or re-enactment of that legislation.
• References to writing or written include email, Slack, and other agreed written communication channels.
• Words following the terms including, include, in particular, or for example are illustrative and do not limit the meaning of the words preceding them.

2. Commencement and Term

2.1 Retainer Engagements

Retainer engagements commence on the Services Start Date and continue for an initial Minimum Term of three months. During the Minimum Term, neither party may terminate the contract for convenience. Following the expiry of the Minimum Term, the contract continues on a rolling monthly basis and may be terminated by either party giving thirty days written notice.

2.2 Project Engagements

Project engagements, including fixed-scope deliverables, strategic work, and website or development projects, commence on the Services Start Date and terminate automatically upon completion of the agreed scope of work and payment of all outstanding charges.

2.3 Non-exclusivity

By entering into a contract with Arlieo Ltd, the Client acknowledges that Arlieo Ltd is free to work with other clients, including businesses operating in the same or similar sectors, subject to the confidentiality obligations set out in clause 10.

2.4 Independent Contractor

Arlieo Ltd is an independent contractor and nothing in these Terms and Conditions shall create or be deemed to create a partnership, joint venture, employment, or agency relationship between the parties. Arlieo Ltd retains the right to determine the manner and means by which the services are delivered, subject to the agreed scope of work. Arlieo Ltd reserves the right to engage suitably qualified subcontractors or substitute personnel to deliver any element of the services, subject to appropriate confidentiality obligations.

2.5 Right of Substitution

Arlieo Ltd reserves the right to provide a suitably qualified substitute to perform all or any part of the services at any time, including in circumstances of illness, incapacity, or operational need. The Client shall not unreasonably withhold acceptance of a substitute, provided that the substitute possesses skills and experience reasonably equivalent to those required to deliver the services. Arlieo Ltd shall be responsible for all costs associated with identifying, briefing, and deploying any substitute. Any substitute engaged under this clause shall perform the services under the supervision and direction of Arlieo Ltd and no direct contractual relationship shall arise between the Client and any such substitute. The Client’s contract remains at all times with Arlieo Ltd.

3. Supply of Services

3.1 Standard of Service

Arlieo Ltd shall supply the services from the Services Start Date and shall perform all services with reasonable care and skill to the standard expected of a competent professional services provider in the relevant discipline. Arlieo Ltd shall use reasonable endeavours to perform the services in substantial accordance with the agreed scope of work.

3.2 Use of Artificial Intelligence

Arlieo Ltd uses artificial intelligence tools as a primary mechanism for the delivery of services. This includes tools such as Claude by Anthropic and equivalent AI platforms, used for content creation, strategy development, research, code generation, reporting, and other delivery tasks.

The Client acknowledges and agrees to the following in respect of AI-assisted delivery:

• AI tools form a primary part of how Arlieo Ltd delivers services and are not used in a supplementary or incidental capacity.
• All AI-generated outputs are reviewed, edited, and approved by Arlieo Ltd before inclusion in any deliverable. The Client is contracting for the delivery of agreed outputs, and the tools used to produce those outputs do not affect the Client’s entitlement to them.
• The specific AI tools used may change from time to time without notice, provided the quality and nature of outputs is maintained and their use complies with applicable law.
• AI platforms used by Arlieo Ltd may update their terms of service, availability, or capabilities in ways outside Arlieo Ltd’s control. Where such changes materially affect delivery, Arlieo Ltd will notify the Client and agree a revised approach.
• Copyright and intellectual property rights in AI-generated content may not be fully established under current UK law. Arlieo Ltd will use best efforts to ensure all deliverables are original, fit for purpose, and legally usable, but cannot provide an absolute warranty that intellectual property rights subsist in AI-generated portions of deliverables.
• AI-generated outputs may on occasion contain inaccuracies, errors, bias, or content that inadvertently conflicts with third-party trademarks or rights. While Arlieo Ltd reviews all outputs prior to delivery, the Client should satisfy itself as to the accuracy, suitability, and compliance of any AI-assisted deliverable before acting upon or publishing it. Arlieo Ltd shall not be liable for any loss arising from reliance on inaccurate or non-compliant AI-generated content where such issues were not reasonably apparent on review.
• Arlieo Ltd uses AI platforms that operate under appropriate data handling terms and, where practicable, will anonymise or pseudonymise personal data prior to processing through AI tools. Arlieo Ltd shall not be liable for any unintended processing, retention, or disclosure of data by third-party AI platforms where reasonable precautions have been taken.
• The Client must not use AI-generated deliverables in any way that misrepresents their origin, breaches the terms of use of any AI platform, or infringes the intellectual property rights of any third party.
• The Client is responsible for ensuring that any personal data provided to Arlieo Ltd for processing through AI tools has been collected and may be shared lawfully. See clause 8.5.

3.3 Client Platforms and Infrastructure

Where Arlieo Ltd is required to access or operate within Client Platforms as part of delivering the services, the following applies:

• The Client is solely responsible for the configuration, security, legality, suitability, and ongoing operation of all Client Platforms. Arlieo Ltd provides services within those environments but does not own, operate, or warrant them.
• Arlieo Ltd shall not be liable for any malfunctions, outages, data loss, errors, security incidents, or unexpected outputs arising from or caused by Client Platforms, third-party integrations, data quality issues, or the inherent behaviour of AI systems operated by the Client.
• The Client is responsible for maintaining appropriate access controls, backup systems, and recovery procedures for all Client Platforms. Arlieo Ltd shall not be responsible for any loss of data, system access, or platform functionality arising from Client Platform failures or changes.
• Arlieo Ltd shall use Client Platforms only for the purposes of delivering the agreed services and shall not access, export, copy, or use data from Client Platforms for any other purpose.
• Where Arlieo Ltd operates exclusively within Client Platforms and does not independently store or process personal data, the Client remains the sole Data Controller for any personal data held within those systems and is responsible for all associated data protection compliance obligations.

3.4 Approval and Go-Live

Arlieo Ltd operates a tiered approval framework to balance client oversight with operational efficiency:

• At the outset of a retainer or campaign, the Client shall provide written approval of the overall strategy, content framework, tone of voice, channel approach, and any other parameters that define the Approved Framework for ongoing work. Once approved, Arlieo Ltd is authorised to produce and publish work within that framework without requiring individual item approval.
• Monthly paid advertising budgets shall be agreed in writing at the start of each month or campaign period. This written approval constitutes authorisation for Arlieo Ltd to deploy spend up to the agreed budget across agreed channels and campaigns.
• Any material departure from the Approved Framework, including new channels, new campaign types, significant creative changes, or budget changes exceeding 20% of the agreed monthly budget, requires fresh written approval before Arlieo Ltd proceeds.
• Where the Client provides verbal or informal instruction to proceed with work outside the Approved Framework, Arlieo Ltd may act on that instruction but will seek written confirmation. The Client’s failure to provide written confirmation does not retrospectively make Arlieo Ltd liable for work carried out in good faith on the Client’s instructions.
• The Client retains ultimate responsibility for reviewing and approving any content, campaign, automation, or development change before it goes live where that item falls outside the Approved Framework.

3.5 Phased Delivery

Where services are structured in phases, each phase is dependent on the completion and written approval of the preceding phase. Arlieo Ltd shall not be required to commence any subsequent phase unless the previous phase has been completed and approved. Written approval may be given by email.

3.6 Quality Assurance

Arlieo Ltd shall undertake reasonable internal quality assurance checks as part of the delivery of all services. The Client acknowledges that material changes requested after quality assurance has been completed may require additional time and charges.

3.7 Amendments

Unless otherwise stated in the scope of work, the following amendments are included within the agreed charges:

• For retainer services: one consolidated round of amendments per deliverable or campaign asset per month.
• For project engagements: one consolidated round of amendments following the initial delivery, and one consolidated round of amendments following revisions prior to final sign-off.

Additional amendments beyond those included shall either be deducted from any included hours or charged at the agreed additional rate, confirmed in writing before work commences.

3.8 No Guarantee of Results

Arlieo Ltd does not guarantee specific outcomes including search engine rankings, traffic volumes, lead volumes, lead quality, sales, conversions, return on investment, return on ad spend, platform approvals, or revenue. Arlieo Ltd will use reasonable care and skill in providing all services but shall not be responsible for performance outcomes influenced by factors outside its control, including the Client’s internal sales process, market conditions, algorithm changes by third-party platforms, the performance or behaviour of Client Platforms, or actions by third parties.

3.9 Third-Party Platforms

Where Arlieo Ltd accesses third-party platforms on behalf of the Client, including Google Ads, Meta, LinkedIn, or analytics tools, the Client acknowledges that such platforms act as independent controllers and Arlieo Ltd is not responsible for their compliance with UK GDPR or their terms of service. Arlieo Ltd shall not be liable for any interruption, non-performance, suspension, or cancellation of third-party platform services, nor for any overspend caused by third-party platform technical failures, algorithmic errors, or anomalies outside Arlieo Ltd’s reasonable control.

3.10 Communications and Response Times

Arlieo Ltd operates on a flexible working basis and is not committed to fixed business hours. Services are delivered on a schedule determined by Arlieo Ltd in accordance with the agreed scope of work, and agreed deadlines will be met in accordance with that scope.

Arlieo Ltd will use reasonable endeavours to respond to all client communications within one to two business days of receipt. Where a matter is genuinely urgent, the Client should mark communications as such and contact Arlieo Ltd at the email address specified in the contract. Response times may be longer during public holidays or periods of leave, of which Arlieo Ltd will give reasonable advance notice where possible.

4. Website and Development Services

4.1 Scope and Specification

All website builds and development projects are delivered in accordance with the agreed written scope of work. The Client acknowledges that the scope of work represents the complete specification agreed at the time of sign-off and that additions or changes requested after sign-off may incur additional charges. Arlieo Ltd works across a range of platforms and technologies; the specific platforms and languages applicable to a project will be set out in the scope of work.

4.2 Client Caused Delays

Where a project extends beyond its agreed timeline due to delays caused by the Client, including failure to provide content, feedback, or approvals within the timescales requested, the following shall apply:

• Arlieo Ltd shall notify the Client in writing when a delay is occurring and specify what is required to resume delivery.
• Where a project is delayed by more than 30 days beyond the agreed completion date due to Client action or inaction, Arlieo Ltd reserves the right to charge a project management and administration fee of up to 10% of the original project value per calendar month of delay.
• Where a project is delayed by more than 60 days beyond the agreed completion date due to Client action or inaction, Arlieo Ltd reserves the right to requote the remaining scope at current rates.

4.3 Acceptance

Following completion of a project deliverable, Arlieo Ltd will notify the Client and provide access for review. The Client has 10 Business Days to review the completed work and provide written feedback or written confirmation of acceptance. Where the Client does not respond within 10 Business Days, the deliverable shall be deemed accepted.

4.4 Client Access During Projects

The Client must not make changes to any system, platform, or environment under active development without prior written agreement from Arlieo Ltd. Any changes made by the Client that require remedial work will be charged at the agreed additional rate.

4.5 Third-Party Dependencies

Arlieo Ltd shall not be responsible for issues arising from third-party plugins, themes, hosting providers, APIs, integrations, or code written by previous developers, unless Arlieo Ltd has expressly agreed in writing to take responsibility for those elements. The Client is responsible for maintaining appropriate backups and hosting arrangements unless otherwise agreed.

4.6 Post-Launch Support

The charges for a project engagement do not include ongoing maintenance, hosting, or support unless expressly agreed in the scope of work. Any post-completion support required will be quoted separately.

5. Client Obligations

5.1 General Obligations

The Client shall:

• Cooperate with Arlieo Ltd in all matters relating to the services.
• Provide all information, content, approvals, access, and assets reasonably required by Arlieo Ltd in a timely manner and at no charge.
• Ensure that all information and Client Materials provided are accurate, complete, and do not infringe the rights of any third party.
• Ensure that all claims, offers, pricing, product information, and regulatory or compliance statements included in any content or campaign are accurate and lawful. Arlieo Ltd shall not be responsible for the accuracy of underlying claims or information provided by the Client.
• Respond to all reasonable requests for information, feedback, or approvals within seven Business Days of the request unless otherwise agreed in writing.
• Notify Arlieo Ltd promptly of any changes to the Client’s business, commercial objectives, brand guidelines, regulatory position, or systems that may affect the services.
• Maintain its own data protection compliance, including operating compliant privacy notices that inform data subjects that their data may be processed by third-party service providers and AI tools.

5.2 Access and Permissions

The Client is responsible for providing Arlieo Ltd with appropriate access to all platforms, accounts, and systems required to deliver the services. The Client shall:

• Ensure access is provided at the level required for Arlieo Ltd to perform the services effectively.
• Maintain admin-level ownership and recovery access to all Client Platforms independently of any access granted to Arlieo Ltd.
• Revoke Arlieo Ltd’s access to all Client Platforms and accounts promptly upon termination of the contract.
• Not hold Arlieo Ltd responsible for platform lockouts, access failures, or data loss arising from platform-side issues or the Client’s own access management.

5.3 Client Caused Delays

If Arlieo Ltd’s performance is prevented or delayed by any act or omission of the Client, Arlieo Ltd shall not be liable for any resulting failure to deliver and may extend timelines, suspend services, or recover additional costs incurred as a result.

5.4 Client Warranties

The Client warrants that it has full power and authority to enter into the contract, that all Client Materials are owned by the Client or that the Client has obtained all necessary permissions for their use, and that its instructions to Arlieo Ltd will not require Arlieo Ltd to act unlawfully or in breach of any third-party rights.

5.5 Client Indemnity

The Client shall indemnify Arlieo Ltd and its directors, employees, and agents in full against all losses, liabilities, costs, damages, and expenses (including reasonable legal costs) arising out of or in connection with:

• Any claim by a third party arising from materials, content, data, claims, or information provided or approved by the Client, including but not limited to claims of intellectual property infringement, defamation, or misrepresentation.
• Any regulatory investigation, fine, or enforcement action brought against Arlieo Ltd by any regulatory body, including the Advertising Standards Authority, the Information Commissioner’s Office, or any other authority, where such action arises from the Client’s materials, instructions, approvals, or failure to comply with applicable law.
• Any inaccuracy, unlawfulness, or non-compliance in the Client’s products, services, pricing, claims, or marketing materials that Arlieo Ltd has published or promoted in good faith on the Client’s instruction or with the Client’s approval.
• Any breach by the Client of its obligations under these Terms and Conditions, including data protection obligations, that results in a claim against Arlieo Ltd by a third party or regulatory authority.

This indemnity shall not apply to the extent that any loss or liability arises from Arlieo Ltd’s own negligence, fraud, or wilful default.

6. Charges and Payment

6.1 Retainer Charges

For retainer engagements, Arlieo Ltd will invoice the Client monthly in advance on the last working day of each month for the following month’s services. Payment is due within 14 days of the invoice date. Retainer invoices are payable regardless of the volume of work requested or delivered within a given month, unless otherwise agreed in writing.

Where services commence part-way through a calendar month, Arlieo Ltd will invoice a pro-rated amount for the remainder of that month calculated on a daily basis. The standard monthly billing cycle will commence from the first day of the following month.

6.2 Project Charges

For fixed-scope projects, the following payment structure applies:

• Projects valued under £2,500: full payment due on acceptance of the proposal, before work commences.
• Projects valued at £2,500 or above: one third on commencement, one third on written approval of the initial delivery, one third on completion of the work for final review.

Arlieo Ltd reserves the right to withhold final deliverables until all outstanding charges have been paid in full.

6.3 Additional Work

Work requested by the Client that falls outside the agreed scope of work will be quoted in advance. No out-of-scope work will commence without written confirmation from the Client, which may be given by email or other agreed written messaging platform. Written confirmation of the instruction and the applicable charge constitutes a binding agreement to pay. Additional work is payable in advance unless otherwise agreed in writing.

6.4 Paid Advertising and Media Spend

All paid advertising spend is subject to the following terms:

• Ad spend for all paid channels remains under the Client’s direct control at all times. Arlieo Ltd does not hold, control, or take custody of advertising budgets. All media spend is paid directly by the Client to the relevant platform using the Client’s own billing account.
• An indicative monthly paid media budget will be agreed in writing at the outset of each engagement or campaign. Arlieo Ltd may flex spend above or below this figure in any given month based on performance and opportunity, provided spend remains broadly in line with the agreed level over time.
• Any change to the overall agreed budget level of 20% or more requires written confirmation from the Client before implementation. Written confirmation includes email or other agreed messaging platform.
• Arlieo Ltd will provide budget recommendations where relevant. Where the Client elects to deploy paid media budgets below Arlieo Ltd’s written recommendations, this may materially affect the results achievable. Arlieo Ltd shall not be liable for underperformance attributable to budget levels set at the Client’s discretion.
• Arlieo Ltd shall not be liable for media spend deployed within agreed budget parameters, including where a platform’s algorithm, technical error, or anomaly causes spend to deviate marginally from the agreed level.
• Arlieo Ltd shall not be liable for overspend caused by third-party platform technical failures, algorithmic errors, or anomalies that occur despite Arlieo Ltd having implemented reasonable campaign controls.
• Where Arlieo Ltd agrees to manage media spend directly on behalf of the Client, spend will be invoiced in advance with a seven day payment term and a 10% handling fee applied to the total spend.

6.5 VAT

Arlieo Ltd is not currently registered for VAT. All charges stated are therefore inclusive of any applicable taxes unless Arlieo Ltd subsequently becomes VAT registered, in which case the Client will be given not less than 30 days written notice and VAT will be added to invoices at the prevailing rate from the date of registration.

6.6 Subcontracting and Delivery Partners

Arlieo Ltd may engage subcontractors, freelancers, or white label delivery partners to assist in the delivery of services. The following applies in respect of such arrangements:

• The Client relationship remains solely with Arlieo Ltd. No direct contractual relationship is created between the Client and any subcontractor or delivery partner.
• Arlieo Ltd takes responsibility for briefing, oversight, and quality assurance of all subcontracted work. Arlieo Ltd is not liable for subcontractor failures beyond what is reasonably recoverable from the subcontractor, provided Arlieo Ltd has exercised reasonable care in their selection and management.
• All subcontractors and delivery partners engaged by Arlieo Ltd are bound by confidentiality obligations equivalent to those set out in clause 10 of these Terms and Conditions.
• The identity of subcontractors and delivery partners is confidential to Arlieo Ltd and will not be disclosed to the Client without Arlieo Ltd’s consent, unless required by law.
• Where delivery partner costs are to be passed through to the Client, these will be agreed and quoted in advance and confirmed in writing before work commences.

6.7 Late Payment

If the Client fails to pay any invoice by the due date, Arlieo Ltd may:

• Charge interest on the overdue sum at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is made in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• Suspend all services with immediate effect where any invoice remains unpaid for more than 30 days beyond the due date.
• Terminate the contract where any invoice remains unpaid for more than 60 days beyond the due date.

Suspension of services does not affect the Client’s obligation to pay all charges due.

6.8 Annual Price Review

Arlieo Ltd reserves the right to review and adjust its charges on an annual basis. The Client will be given not less than 30 days written notice of any increase in retainer charges.

7. Intellectual Property and Licences

7.1 Ownership of Deliverables

Subject to payment of all charges, all intellectual property rights in the Deliverables (excluding Background IP) shall vest in and belong to the Client absolutely upon full payment. Arlieo Ltd assigns to the Client all such intellectual property rights with full title guarantee.

7.2 Background IP

Arlieo Ltd retains full ownership of all Background IP, including methodologies, frameworks, processes, templates, custom prompts, and know-how developed independently of or in the course of providing services generally. To the extent any Background IP is incorporated into Deliverables, Arlieo Ltd grants the Client a non-exclusive, perpetual, royalty-free licence to use such Background IP as part of those Deliverables only. The Client shall not use, adapt, or commercialise Arlieo Ltd’s Background IP independently of the Deliverables in which it is incorporated.

7.3 AI Generated Content

Where Deliverables include content generated with the assistance of AI tools, the parties acknowledge that the intellectual property position in relation to AI-generated material is not fully settled under current UK law. Arlieo Ltd will use best efforts to ensure all Deliverables are original and fit for purpose. The Client accepts the Deliverables on this basis.

7.4 Client Materials

The Client grants Arlieo Ltd a limited, non-exclusive licence to use Client Materials solely for the purpose of delivering the services during the term of the contract.

7.5 Unpaid Concepts

All intellectual property rights in any concepts, strategies, designs, or creative outputs presented to the Client but not selected for final use and not paid for in full shall remain the property of Arlieo Ltd.

8. Data Protection

8.1 Compliance

Each party shall comply with its respective obligations under UK GDPR and the Data Protection Act 2018.

8.2 Processing on Behalf of the Client

To the extent Arlieo Ltd processes personal data on behalf of the Client independently of Client Platforms in connection with the services, Arlieo Ltd shall:

• Act only on the written instructions of the Client unless required by law to act otherwise.
• Ensure that all persons authorised to process personal data are under a duty of confidentiality.
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
• Not transfer personal data outside the UK except to platforms or sub-processors that provide appropriate safeguards in accordance with UK GDPR, including via standard contractual clauses or adequacy decisions. The Client acknowledges that certain AI tools and software platforms used by Arlieo Ltd involve processing in the United States and other territories, and accepts this on the basis that appropriate transfer mechanisms are in place.
• Assist the Client in responding to data subject rights requests where reasonably required.
• Delete or return all personal data to the Client at the end of the contract unless required by law to retain it.

8.3 Client Platforms and Data Control

Where Arlieo Ltd accesses and operates exclusively within Client Platforms and does not independently download, store, or process personal data outside of those environments, the Client shall be the sole Data Controller in respect of any personal data held within those systems. In such circumstances Arlieo Ltd shall not be regarded as a data processor and the Client is solely responsible for all associated data protection compliance obligations including maintaining appropriate records of processing, operating compliant privacy notices, and ensuring lawful bases for all processing carried out within Client Platforms.

8.4 Client Responsibility

The Client is solely responsible for its own compliance with data protection legislation, including providing lawful grounds for processing, obtaining necessary consents, and operating compliant privacy notices. Arlieo Ltd shall not be responsible for ensuring the Client’s compliance with its own data protection obligations.

8.5 Data Processing Agreement

Where Arlieo Ltd is acting as a processor on behalf of the Client in respect of personal data processed outside of Client Platforms, the parties shall enter into a separate data processing agreement meeting the requirements of Article 28 of UK GDPR on request.

8.6 Client Warranty: AI Processing of Personal Data

The Client warrants that any personal data provided to Arlieo Ltd for use in connection with the services has been collected lawfully, that data subjects have been informed that their data may be processed using AI tools, and that the Client has a lawful basis under UK GDPR for such processing. Arlieo Ltd shall not be liable for any data protection breach arising from personal data provided by the Client where the Client has not obtained the necessary permissions for its processing.

9. Limitation of Liability

9.1 Uncapped Liability

Nothing in these Terms and Conditions excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

9.2 No Personal Liability

The services are provided by Arlieo Ltd as a limited company. No director, employee, officer, or agent of Arlieo Ltd shall be personally liable to the Client for any loss, damage, or claim arising out of or in connection with the services or these Terms and Conditions, whether in contract, tort, negligence, or otherwise. The Client agrees to look only to Arlieo Ltd and not to any individual associated with Arlieo Ltd in respect of any such claim.

9.3 Excluded Loss Types

Subject to clause 9.1, neither party shall be liable to the other for any loss of profits, loss of sales or business, loss of revenue, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of data, wasted expenditure, or indirect or consequential loss, whether or not such losses were foreseeable or the party had been advised of their possibility.

9.4 Liability Cap

Subject to clauses 9.1 and 9.3, Arlieo Ltd’s aggregate liability to the Client in respect of all claims arising under or in connection with the contract, whether in contract, tort, negligence, or otherwise, shall not exceed 100% of the charges paid by the Client in the six months immediately preceding the event giving rise to the claim.

9.5 Notice of Claims

The Client must notify Arlieo Ltd in writing of any claim within three months of becoming aware of the circumstances giving rise to the claim. The notice must identify the event and the grounds for the claim in reasonable detail. Claims notified outside this period shall not be enforceable.

10. Confidentiality

10.1 Obligations

Each party undertakes not to disclose to any person any confidential information concerning the business, affairs, clients, or suppliers of the other party, either during the contract or for a period of two years following its termination or expiry, except as permitted by clause 10.2. Arlieo Ltd acknowledges that it may have access to sensitive information including advertising data, CRM data, sales figures, AI workflows, and platform integrations, all of which shall be treated as confidential and not used for the benefit of any other client.

10.2 Permitted Disclosure

Either party may disclose the other party’s confidential information to its employees, officers, contractors, or advisers who need to know such information for the purposes of the contract, provided that they are under equivalent confidentiality obligations, and as required by law or any regulatory authority.

10.3 Publicity

Arlieo Ltd may, with the Client’s prior written consent, reference the Client’s name and describe the nature of services provided for the purposes of case studies, award entries, and business development materials. Consent shall not be unreasonably withheld.

10.4 Non-Solicitation

During the term of the contract and for a period of 12 months following its termination or expiry, the Client shall not, directly or indirectly:

• Solicit, approach, or engage any employee, director, freelancer, subcontractor, or delivery partner of Arlieo Ltd who was involved in the delivery of services under the contract, whether for employment, consultancy, or any other commercial arrangement.
• Encourage or induce any such person to terminate or reduce their relationship with Arlieo Ltd.

The Client acknowledges that Arlieo Ltd’s relationships with its subcontractors and delivery partners are a material part of its business and that a breach of this clause would cause Arlieo Ltd significant harm. In the event of a breach, Arlieo Ltd reserves the right to seek injunctive relief and damages without prejudice to any other remedy available.

11. Termination

11.1 Termination for Cause

Either party may terminate the contract with immediate effect by written notice if the other party commits a material breach that is irremediable, or fails to remedy a remediable breach within 30 days of written notice requiring it to do so, or if the other party becomes insolvent, enters administration, is wound up, or ceases to carry on business.

11.2 Termination by Arlieo Ltd

Arlieo Ltd may terminate the contract with immediate effect by written notice if the Client fails to pay any amount due by the due date and does not remedy that failure within seven days of written notice.

11.3 Consequences of Termination

On termination of the contract for any reason:

• The Client shall immediately pay all outstanding invoices and charges for services delivered up to the date of termination.
• Where a retainer is terminated during the Minimum Term by the Client other than for cause, the Client shall remain liable for all charges for the remainder of the Minimum Term.
• Arlieo Ltd shall, on payment of all outstanding charges, deliver to the Client all completed Deliverables and work in progress to the date of termination.
• The Client shall promptly revoke Arlieo Ltd’s access to all Client Platforms and accounts.
• All provisions of these Terms and Conditions that are intended to survive termination, including clauses relating to intellectual property, confidentiality, and limitation of liability, shall continue in full force and effect.

11.4 Refunds

Where Arlieo Ltd terminates a contract before work commences, a full refund of any upfront payment will be made. Where the Client terminates a contract after a proposal has been accepted and work has commenced, no refund will be given in respect of work already delivered or charges already invoiced.

12. General

12.1 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the contract where such failure or delay results from circumstances beyond its reasonable control.

12.2 Entire Agreement

These Terms and Conditions, together with the proposal or scope of work, constitute the entire agreement between the parties in relation to the services and supersede all previous agreements, representations, and understandings.

12.3 Variation

No variation to these Terms and Conditions shall be effective unless agreed in writing by both parties.

12.4 Waiver

A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that right or remedy, nor prevent its further exercise.

12.5 Severance

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid. If modification is not possible, the relevant provision shall be deleted. The validity and enforceability of the remaining provisions shall not be affected.

12.6 Notices

Any notice given under these Terms and Conditions shall be in writing and delivered by email to the address specified in the contract. Notices sent by email shall be deemed received at the time of transmission on a Business Day, or at the start of the next Business Day if transmitted outside Business Hours.

12.7 Governing Law

These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.

12.8 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.

12.9 Dispute Resolution

Before either party commences formal legal proceedings in respect of any dispute arising out of or in connection with these Terms and Conditions, the parties shall attempt to resolve the dispute in accordance with the following process:

Step 1: Negotiation. The party raising the dispute shall notify the other in writing, setting out the nature of the dispute in reasonable detail. The parties shall then have 14 days from the date of that notice to attempt resolution through good faith discussion.

Step 2: Mediation. If the dispute is not resolved within 14 days of the written notice, either party may refer it to mediation. The mediator shall be agreed between the parties or, failing agreement within seven days of a written request to mediate, appointed by the Centre for Effective Dispute Resolution (CEDR). The costs of mediation shall be shared equally between the parties unless the mediator directs otherwise.

Step 3: Litigation. If the dispute is not resolved through mediation, or if either party refuses to engage with mediation within 14 days of a written request to do so, either party may commence legal proceedings in accordance with clauses 12.7 and 12.8.

Schedule 1: Acceptance

By accepting a proposal or instructing Arlieo Ltd to proceed with work, whether by written confirmation, email, or digital acceptance, the Client confirms that it has read, understood, and agrees to be bound by these Terms and Conditions.

Arlieo Ltd  |  Company No. 17220978

5 Beech Close, Congleton, CW12 4YL |  hello@arlieo.co.uk

These Terms and Conditions are subject to review and may be updated from time to time. The version in force at the time a contract is entered into shall apply to that contract.