MEDIA BODIES LIMITED

Version: 2.0
Last Updated: 24 February 2026

1. Introduction

1.1 These Master Services Terms of Business (“Terms”) govern the provision of services by Media Bodies Limited, a company incorporated in England and Wales (“Agency”), to any individual, company or organisation receiving or purchasing services (“Client”).

1.2 These Terms are published on Agency’s website and represent the overarching legal framework governing all services supplied by Agency unless expressly agreed otherwise in writing.

1.3 The version of these Terms displayed online at the time Services are performed shall apply and shall supersede any prior versions previously published.

1.4 By instructing Agency, approving a proposal, signing a Statement of Work, accepting an Influencer Sheet, issuing a purchase order, making payment, or otherwise permitting Agency to commence work, the Client confirms acceptance of and agreement to be bound by these Terms.

1.5 These Terms apply to the exclusion of any terms or conditions proposed by the Client, whether contained in purchase orders, procurement systems or other documentation, unless expressly accepted in writing by an authorised director of Agency.

2. Status of Terms

2.1 These Terms constitute Agency’s master services framework governing all engagements, campaigns, projects and ongoing commercial relationships.

2.2 All Statements of Work, proposals, briefs, campaign agreements and related commercial documents issued by Agency incorporate these Terms by reference.

2.3 In the event of conflict between these Terms and any Statement of Work, the Statement of Work shall prevail only to the extent of the specific commercial terms expressly agreed.

2.4 Agency may amend or update these Terms periodically to reflect operational, legal or commercial developments.

2.5 Continued engagement with Agency following publication of updated Terms shall constitute acceptance of the revised Terms without the need for further signature or acknowledgement.

3. Definitions

3.1 “Services” means influencer marketing, media planning and buying, campaign execution, production services, strategy, consulting, creative development, digital activation and any related marketing or communications services supplied by Agency.

3.2 A “Statement of Work” or “SOW” means any written scope of services, proposal, campaign confirmation, order form or commercial agreement issued or approved by Agency describing Services or Fees.

3.3 An “Influencer Sheet” means any creator list, rate card, proposal, presentation, database extract, talent recommendation or introduction document supplied by Agency.

3.4 An “Introduced Creator” means any influencer, creator, talent, partner or third party introduced directly or indirectly through Agency communications, proposals, discussions or materials.

3.5 References to “Fees” include all service fees, production charges, media spend, influencer payments, platform costs and third-party expenses payable by the Client.

4. Term and Renewal

4.1 Engagement shall commence upon the earlier of written instruction, acceptance of a proposal, or commencement of Services by Agency.

4.2 Unless otherwise agreed in writing, the initial term of engagement shall be twelve (12) months.

4.3 The engagement shall automatically renew for successive twelve-month periods on the same terms.

4.4 Either party may prevent renewal by giving not less than sixty (60) days’ written notice prior to the end of the then-current term.

4.5 Renewal shall not affect the validity or continuation of any active Statement of Work, campaign or committed activity.

5. Minimum Annual Spend Commitment

5.1 Where a Statement of Work specifies a minimum annual spend commitment, the Client agrees to maintain that level of engagement for the applicable contract year.

5.2 Agency allocates personnel, commercial capacity and creator relationships in reliance upon such commitment.

5.3 If the Client terminates early or fails to meet the agreed commitment, the Client shall pay the difference between:

5.3.1 the committed annual spend; and
5.3.2 the total Fees invoiced during that period.

5.4 The parties acknowledge that such payment represents a genuine and reasonable pre-estimate of Agency’s reserved resources and lost commercial opportunity.

6. Provision of Services

6.1 Agency shall perform Services using reasonable skill, care and diligence consistent with recognised industry standards.

6.2 Agency retains sole discretion over operational execution including creative direction, methodology, workflow processes and campaign implementation.

6.3 Agency may appoint subcontractors, suppliers, production partners or specialist consultants where appropriate for delivery of Services.

6.4 All timelines, launch dates and delivery schedules are estimates only and may be adjusted where reasonably required.

6.5 Time shall not be of the essence in performance of Services.

6.6 Agency shall not be responsible for delays arising from Client actions, third-party providers, media platforms, influencers, technical systems or circumstances outside Agency’s reasonable control.

7. Client Responsibilities

7.1 The Client shall cooperate with Agency in good faith and provide timely access to information, personnel and materials necessary for delivery of Services.

7.2 The Client shall ensure that instructions, approvals and feedback are accurate, complete and authorised.

7.3 The Client warrants that all materials supplied:

7.3.1 comply with applicable law and advertising regulations; and
7.3.2 do not infringe intellectual property, privacy or other third-party rights.

7.4 Client delay, indecision or failure to provide approvals shall:

7.4.1 automatically extend applicable timelines; and
7.4.2 entitle Agency to charge reasonable additional Fees where rescheduling or additional work is required.

8. Fees, Media Funding and Payment

8.1 Fees shall be set out in the applicable Statement of Work and shall be exclusive of VAT and applicable taxes.

8.2 Retainer Fees are payable monthly in advance unless otherwise agreed.

8.3 All media spend, influencer fees, production costs, platform spend and third-party expenses must be funded by the Client in advance.

8.4 The Client shall provide all required campaign funding within ten (10) days of campaign sign-off or invoice, whichever occurs first.

8.5 Agency shall have no obligation to commence Services, secure media placements, engage creators or activate campaigns until cleared funds are received.

8.6 Agency may rely on Client funding commitments when entering contracts with influencers, platforms or suppliers on the Client’s behalf.

8.7 All payments shall be made in full without deduction, withholding, counterclaim or set-off.

8.8 Fees are non-refundable once commitments or bookings have been entered into.

8.9 Where payment is overdue, Agency may suspend Services immediately without liability and without prejudice to other rights.

8.10 Interest shall accrue on overdue sums at eight percent (8%) above the Bank of England base rate together with reasonable recovery costs.

9. Changes to Services

9.1 Any request by the Client to modify agreed Services shall constitute a change request.

9.2 Agency may adjust Fees, timelines, scope, deliverables or resourcing to reflect the impact of such change.

9.3 Agency shall not be required to implement any variation until confirmed in writing.

9.4 Agency shall continue to perform Services in accordance with the last agreed scope until variation is confirmed.

10. Client Feedback and Approvals

10.1 The Client shall be entitled to one consolidated round of feedback for each Deliverable or campaign phase unless otherwise agreed.

10.2 Feedback must be provided as a single coordinated response representing all relevant stakeholders.

10.3 Client approvals or feedback must be provided within forty-eight (48) hours of submission or prior to any agreed influencer live date.

10.4 The Client acknowledges that influencer bookings, production schedules and media placements depend upon timely approvals.

10.5 Failure to respond within the required timeframe shall constitute deemed approval.

10.6 Agency may proceed with publication, activation or campaign launch following deemed approval without further confirmation.

10.7 Influencer Execution Protection

10.7.1 Where an influencer publishes content based upon Client-approved scripts, briefs, concepts or assets, such publication shall be deemed authorised by the Client.

10.7.2 The Client acknowledges that creator style, tone, performance and audience interaction remain outside Agency’s control.

10.7.3 No rejection, refund, liability or financial claim shall arise where content materially follows approved materials.

11. Intellectual Property

11.1 Agency retains ownership of all methodologies, processes, templates, databases, know-how and influencer relationships used in performing Services.

11.2 Ownership of Deliverables transfers to the Client only upon full payment of all Fees.

11.3 Agency retains the right to reference the Client and showcase work for portfolio, promotional and marketing purposes.

12. Influencer Sheets and Introduced Creators

12.1 Influencer Sheets constitute confidential proprietary information developed through Agency investment and expertise.

12.2 Receipt or review of such materials constitutes acceptance of these Terms.

12.3 The Client shall not directly or indirectly engage any Introduced Creator outside Agency during the engagement or for twelve (12) months thereafter.

12.4 Breach shall result in liquidated damages equal to:

12.4.1 four (4) times Agency’s lost gross margin; or
12.4.2 eighteen (18) months of Agency fees relating to the relevant creator,

whichever is greater.

13. Non-Solicitation

13.1 During the engagement and for twelve (12) months thereafter, the Client shall not solicit or employ Agency personnel involved in delivering Services.

13.2 Breach shall entitle Agency to compensation equal to twice the individual’s annual compensation or £100,000, whichever is greater.

14. Confidentiality

14.1 Each party shall keep confidential all commercial, technical and strategic information disclosed in connection with Services.

14.2 Confidential information shall be used solely for purposes of the engagement.

14.3 Influencer Sheets and proprietary Agency materials shall remain confidential for three (3) years following termination.

15. Data Protection

15.1 The Client acts as data controller and Agency acts as data processor where applicable.

15.2 Each party shall comply with UK GDPR and applicable data protection legislation.

15.3 The Client warrants lawful authority to share all personal data provided.

16. Disclaimers

16.1 Agency does not guarantee campaign performance, audience engagement, platform reach or commercial outcomes.

16.2 Marketing performance depends upon external systems beyond Agency’s control.

16.3 The Client acknowledges that influencer and media performance are inherently variable.

16.4 Agency shall not be subject to financial penalties, rebates, damages, service credits or performance-based liabilities.

16.5 Agency may, at its sole discretion and without admission of liability, offer corrective measures or replacement activity (“Make Good”).

16.5.1 Any Make Good shall constitute the Client’s sole and exclusive remedy.

16.6 Agency shall not be exposed to revenue guarantees or campaign underperformance claims.

17. Limitation of Liability

17.1 Agency’s total aggregate liability shall not exceed Fees paid during the preceding twelve (12) months.

17.2 Agency shall not be liable for indirect, consequential or economic loss including loss of profit, revenue, business opportunity or reputation.

17.3 Nothing in these Terms limits liability for fraud or death or personal injury caused by negligence.

18. Suspension and Pauses

18.1 Agency may suspend Services immediately in the event of non-payment or material breach.

18.2 Requested campaign pauses may incur holding or rescheduling fees reflecting reserved resources.

19. Termination

19.1 Either party may terminate engagement for material breach not remedied within fourteen (14) days of written notice.

19.2 Termination shall not affect accrued rights or outstanding payment obligations.

19.3 The Agency may terminate this Agreement by giving 14 days’ written notice to the Client if, in the Agency’s reasonable opinion, the Client’s level of spend or the scope of services renders the engagement commercially unviable or operationally impracticable. In such circumstances, the Agency shall have no further liability or obligation beyond services properly performed up to the termination date.

19.4 The Client remains liable for all committed Fees, funded media spend and total minimum annual commitments.

20. Independent Contractor

20.1 Agency acts solely as an independent contractor.

20.2 Nothing in these Terms creates partnership, employment, joint venture or agency authority between the parties.

21. Force Majeure

21.1 Neither party shall be liable for failure caused by events beyond reasonable control including platform outages, labour disputes, regulatory action or acts of God.

22. Assignment

22.1 The Client may not assign its rights or obligations without Agency’s prior written consent.

22.2 Agency may assign or subcontract its obligations where reasonably required.

23. Entire Understanding

23.1 These Terms together with applicable Statements of Work constitute the entire agreement governing Services and supersede prior discussions or understandings.

24. Governing Law

24.1 These Terms are governed by the laws of England and Wales.

24.2 The courts of England and Wales shall have exclusive jurisdiction.