Terms and Conditions of Business

About these Terms

These Terms and Conditions apply to services, programmes and products supplied by Client Funnels Ltd, company number 14135257, registered in England and Wales.

Registered office: 7 Beauchamp Avenue, Midsomer Norton, Radstock, England, BA3 4FW.

References to “Client Funnels”, “we”, “us” or “our” mean Client Funnels Ltd.

References to “Client”, “you” or “your” mean the person, company or organisation purchasing or using our Services.

These Terms apply to all Client Funnels services, including:

• Courses and digital products;
• Workshops and events;
• Done With You services;
• Done For You services;
• Training;
• Consultancy; and
• Any other service, programme or product supplied by Client Funnels.

1. Business Customers

Our Services are primarily provided to business customers.

By purchasing from Client Funnels, you confirm that you are purchasing the Services wholly or mainly for purposes connected with your trade, business, profession or commercial activity.

If you are purchasing wholly or mainly for personal purposes and believe you are acting as a consumer, you must tell us before purchasing.

Nothing in these Terms removes any statutory rights that cannot legally be excluded.

2. Acceptance of These Terms

You accept these Terms when you do any of the following:

• make a payment;
• pay an invoice;
• purchase through our website;
• accept a proposal or order;
• book a place on a course, workshop or training;
• begin using our Services; or
• access programme materials supplied by us.

These Terms form part of the agreement between you and Client Funnels.

Where we provide a proposal, order form, statement of work, Schedule A or separate Terms of Engagement, that document will apply alongside these Terms.

If there is a direct conflict, the service-specific written agreement will take priority.

3. Scope of Services

The Services you purchase will be described on the relevant sales page, proposal, invoice, order form, Schedule A or written agreement.

Anything not expressly included is outside the agreed scope.

Additional work, revisions, meetings, campaigns, builds, integrations or support may incur an additional charge.

We are not required to carry out additional work unless it has been agreed in writing.

4. Client Responsibilities

The success and speed of our work relies heavily on the Client.

You agree to:

• provide accurate information about your business, products, services, audience and capabilities;
• provide information, assets, logins and access requested by us;
• meet agreed deadlines;
• attend agreed meetings where required;
• provide feedback and approvals within agreed timescales;
• implement actions allocated to you;
• maintain the accounts, software and systems required for the project;
• check and approve campaign content before it is published or sent where approval is required;
• comply with applicable laws and platform rules; and
• tell us promptly about anything which may affect the delivery of the Services.

We are entitled to rely upon information supplied by you.

We are not responsible for delays, additional work or poor results caused by inaccurate information, missing information, late approvals, missed deadlines or a failure by the Client to carry out agreed actions.

5. Client Deadlines and Missed Deadlines

Deadlines matter.

Our project diary is planned around information, assets and approvals being supplied by the agreed date.

If the Client misses an agreed deadline, the time originally allocated to the Client may be reassigned.

Once the outstanding item has been received, we will place the affected work back into our diary within the next seven working days, subject to our normal working schedule.

This does not mean that the work itself will necessarily be finished within seven working days. A revised delivery date may be provided once the work has been placed back into the diary.

A missed Client deadline does not create an obligation on Client Funnels to accelerate, rush or prioritise the project.

In particular:

• A delay caused by the Client does not become an emergency for Client Funnels.
• Repeated requests for faster delivery do not alter the agreed schedule.
• Rush or priority work may occasionally be offered at our discretion and may incur an additional fee. We are under no obligation to offer this.
• Repeated missed deadlines may result in the project being paused or delivery dates being moved.
• Client delays do not automatically extend a fixed service period unless Client Funnels agrees otherwise in writing.

6. Communication and WhatsApp Fair Usage Policy

Our primary method of client communication is email.

WhatsApp access is not automatically included with any Client Funnels service unless it is expressly stated as part of the purchased service.

We may choose to communicate with a Client through WhatsApp where we believe it will help the project.

Access to Client Funnels through WhatsApp is provided at our discretion and may be changed or withdrawn.

WhatsApp should not be treated as:

• an emergency support service;
• an instant-response service;
• a replacement for scheduled consultancy calls;
• an unlimited support channel; or
• a means of requiring work to be carried out immediately.

Where WhatsApp access is provided, it is subject to reasonable use.

Clients must not repeatedly send messages requesting updates where an update has already been provided or where work is within an agreed delivery period.

Clients must not repeatedly contact different channels in an attempt to obtain a faster response.

6.1 WhatsApp Calls

Unscheduled WhatsApp voice calls, video calls or telephone calls are not included as part of our Services.

Clients should not call Client Funnels through WhatsApp or another telephone number unless:

• the call has been booked;
• Client Funnels has requested the call; or
• prior permission has been given.

Unscheduled calls may not be answered.

6.2 Working Hours

Our normal working hours are:

8:00am to 6:00pm UK time, Monday to Friday.

These exclude public holidays in England and periods of leave notified by us.

Messages may be sent outside these hours, but there should be no expectation that they will be read or answered until normal working hours resume.

We do not guarantee an immediate response during working hours.

6.3 Formal Notices

Requests relating to cancellation, termination, payment disputes, legal matters or material changes to a project must be sent by email.

A WhatsApp message does not constitute formal notice unless Client Funnels confirms otherwise in writing.

7. Meetings, Calls and Appointments

Where a service includes consultancy calls, meetings or training sessions, the number and duration of those sessions will be stated as part of the offer.

Additional meetings are not automatically included.

If a Client misses a booked meeting or cancels with insufficient notice, Client Funnels may treat the session as having been used.

Any replacement session is at our discretion unless otherwise stated in the service agreement.

Being late to a meeting does not automatically extend the scheduled finishing time.

8. Payments

All payments must be made in accordance with the payment terms shown on the invoice, checkout page, proposal or agreement.

Unless otherwise agreed, work will not begin until payment is received.

Where VAT applies, it will be charged at the applicable rate.

9. Payment Plans

A payment plan is a method of paying for a purchase. It is not a monthly cancellation arrangement unless we expressly state otherwise.

Where you purchase a fixed programme, project or service using instalments, you remain responsible for the agreed balance even if you:

• stop participating;
• stop attending;
• decide not to implement;
• change your mind;
• stop using the materials; or
• choose to leave before the service period ends.

This is subject to any rights which cannot legally be excluded.

If payment becomes overdue, we may suspend:

• consultancy;
• delivery work;
• programme access;
• community access;
• calls;
• training; and

any other Services.

For qualifying business debts, we may also claim statutory late-payment interest and recovery costs where permitted by law. Current UK guidance provides for statutory interest of 8% above the Bank of England base rate on qualifying business-to-business late payments.

10. Refunds and Cancellation

Unless a specific offer states otherwise, purchases by business customers are non-refundable once the service has started, digital materials have been supplied, or time has been reserved for the Client.

Any cancellation rights contained in a service-specific agreement will continue to apply.

If you qualify as a consumer rather than a business customer, your legal cancellation rights will apply where relevant.

Where a consumer asks us to begin providing a service during a statutory cancellation period, we may ask for express permission to begin work immediately.

Where digital content is supplied immediately to a consumer, we may also require express confirmation that the Client understands the effect this has on their cancellation rights, as required by law.

11. Promotional Bonuses

From time to time, we may include additional products, sessions, events, materials, access or other benefits as promotional bonuses.

A Promotional Bonus has no separately allocated purchase price unless expressly stated otherwise.

We will use reasonable efforts to provide advertised bonuses.

There may, however, be circumstances in which a bonus cannot reasonably be delivered. This may include:

• cancellation of an event;
• loss of access to a third-party provider;
• illness;
• availability issues;
• changes to software or platforms;
• supplier changes; or
• circumstances outside our reasonable control.

Where this happens, Client Funnels may:

• replace the bonus with another bonus;
• provide an alternative benefit;
• change the method or timing of delivery; or
• withdraw the bonus where no reasonable alternative is available.

Where practical, we will aim to provide an alternative with a reasonably comparable benefit.

A change to or withdrawal of a Promotional Bonus does not by itself create a right to a refund of the main product or Service where that main product or Service has been supplied.

This clause does not allow us to remove or replace something expressly identified in the order as a core part of the purchased Service.

12. Third-Party Platforms and Platform Eligibility

Client Funnels may suggest software and platforms which we believe may support a Client's sales or marketing strategy.

These may include services provided by:

• Meta;
• WhatsApp;
• Astra;
• WATI;
• CRM providers;
• automation platforms;
• payment providers;
• form providers; and

other third-party technology companies.

A recommendation is exactly that — a recommendation.

The final decision to use any third-party platform belongs to the Client.

Client Funnels does not control third-party platforms and cannot guarantee:

• approval for an account;
• continued account access;
• API approval;
• verification;
• message delivery;
• account quality ratings;
• platform functionality;
• pricing;
• continued availability;
• integrations;
• platform rules; or
• that a platform will remain suitable for the Client's business.

It is the Client's responsibility to confirm that their business, products, services, data and intended activity are permitted by any platform they choose to use.

13. WhatsApp and Meta Eligibility

Where a Client intends to use WhatsApp, the Client is responsible for ensuring that they are eligible to use the relevant WhatsApp and Meta services.

Client Funnels does not guarantee that Meta or WhatsApp will:

• approve the Client;
• approve a phone number;
• approve message templates;
• approve advertising;
• maintain the Client's account;
• permit a particular sector;
• maintain an API connection; or
• permit a particular campaign.

If a Client is refused access, restricted, suspended or banned by a third-party platform, Client Funnels is not responsible for that decision.

Platform ineligibility does not create an automatic right to a refund where Client Funnels has supplied or reserved the contracted Services.

Where practical, we may suggest another approach, but we are not required to rebuild the project around another platform unless this is agreed as additional work.

Client Funnels Ltd is independent and is not endorsed, sponsored or authorised by Meta, WhatsApp, Astra, WATI or any other third-party platform unless expressly stated in writing.

14. Client Responsibility for Marketing Compliance

The Client remains responsible for the legality of its marketing activity.

This includes responsibility for:

• the lawful collection of customer and prospect information;
• privacy notices;
• marketing permissions;
• consent where required;
• lawful bases for processing personal data;
• unsubscribe and opt-out requests;
• suppression lists;
• claims made about the Client's products or services;
• advertising rules; and
• compliance with applicable direct-marketing law.

Where the Client instructs Client Funnels to build or assist with a campaign, the Client confirms that it has the legal right to use the information supplied for that purpose.

Client Funnels may refuse to carry out an instruction which we reasonably believe may be unlawful, misleading or in breach of a platform's rules.

Direct messages and similar stored electronic messages can fall within electronic marketing rules, so Client permissions and audience status matter.

15. Third-Party Costs

Unless expressly included in writing, the Client is responsible for third-party costs connected with the Services.

These may include:

• software fees;
• CRM fees;
• Meta charges;
• WhatsApp messaging charges;
• telephone numbers;
• advertising costs;
• automation platforms;
• hosting;
• subscriptions; and

other external services.

Third-party prices may change without our control.

Client Funnels does not receive responsibility for those third-party services simply because we recommend or configure them.

16. Done With You Services

Done With You services combine advice from Client Funnels with implementation by the Client.

The Client remains responsible for carrying out the work allocated to them.

Our responsibility is limited to the work and support expressly included within the purchased package.

Failure to implement recommendations, attend sessions, provide assets or meet deadlines may affect results and delivery dates.

17. Done For You Services

Done For You does not mean that the Client has no responsibilities.

The Client remains responsible for:

• providing information and access;
• approving strategy and content where required;
• supplying brand materials;
• giving accurate instructions;
• approving legal or commercial claims;
• maintaining third-party accounts;
• paying external fees;
• meeting Client deadlines; and
• responding to requests required to move the project forward.

Client Funnels cannot be responsible for delays caused by the Client.

17.1 Project Delays Caused by Factors Outside Our Control

Client Funnels Ltd will make every reasonable effort to deliver projects within the agreed timescales. However, there may be circumstances outside our reasonable control that cause a project or agreed deadline to be delayed.

These circumstances may include, but are not limited to, third-party platform outages, technical issues, changes to third-party platforms or policies, account approval delays, restrictions imposed by WhatsApp, Meta, WATI or other service providers, or other events that Client Funnels Ltd could not reasonably prevent.

Where a delay is caused by circumstances outside our reasonable control, Client Funnels Ltd will not be considered responsible for missing the original agreed deadline.

We will do everything reasonably possible to get the project back on track at the earliest opportunity. Any revised delivery timescale will depend on the cause and length of the delay and our ability to continue work once the issue has been resolved.

Where appropriate, we will keep the buyer informed of the delay and any impact it may have on the expected delivery date.

A delay caused by circumstances outside our reasonable control does not, by itself, give the buyer the right to a refund, credit, discount or compensation.

To the fullest extent permitted by law, Client Funnels Ltd will not be liable to pay compensation for any loss, cost, expense, loss of revenue, loss of profit or other financial impact arising from such a delay.

17.2 Project Delays Caused by Client Funnels Ltd

We take agreed project deadlines seriously. However, there may be occasions where Client Funnels Ltd is unable to meet an agreed delivery date due to an issue with our own delivery.

If this happens, we will communicate the delay with the buyer as soon as reasonably possible and, where applicable, explain the reason for the delay.

We will make every reasonable effort to get the project back on track and complete the outstanding work at the earliest reasonable opportunity.

Where necessary, we will provide the buyer with an updated expected delivery date or revised project timescale.

A missed deadline does not automatically mean that the project or agreement has been cancelled. Client Funnels Ltd will remain responsible for completing the agreed work, subject to the terms of the original agreement and any revised timescales agreed between both parties.

Unless otherwise required by law or expressly agreed in writing, a delay in delivery will not entitle the buyer to compensation, credit, discount or reimbursement for any loss, cost, expense, loss of revenue, loss of profit or other financial impact resulting from the delay.

18. Consultancy and Training

Consultancy and training are supplied as professional guidance based on the information available to us at the time.

The Client remains responsible for its own commercial decisions.

We do not act as the Client's lawyer, accountant, financial adviser or regulated compliance adviser.

Where a decision has legal, accounting, tax, employment or regulatory consequences, the Client should obtain advice from the relevant professional.

19. Courses and Digital Materials

Unless expressly stated otherwise, access to courses and programme materials is granted on a single-user basis.

One purchase means one authorised user.

Login details must not be shared.

The Client may not allow employees, contractors, business partners, clients, friends or other third parties to access materials unless the purchased licence specifically permits this.

Additional licences may be purchased where required.

20. Intellectual Property

Client Funnels retains ownership of all intellectual property owned or developed by Client Funnels, including:

• frameworks;
• campaign structures;
• strategies;
• systems;
• processes;
• methodologies;
• templates;
• documents;
• training materials;
• presentations;
• scripts;
• course materials;
• diagrams;
• videos;
• recordings;
• prompts;
• workflows; and

underlying know-how.

Where we create work specifically for a Client, the Client is granted a licence to use that work within that Client's own business only.

The Client may use client-specific campaign materials to operate and market its own business.

The Client may not, without prior written permission:

• sell the work;
• licence it;
• sublicense it;
• distribute it;
• give it to another business;
• publish it as training;
• teach it as its own method;
• package it into a product;
• copy it for another company;
• replicate it for third parties;
• use it to provide services for third parties; or
• create a competing programme, course, consultancy or service from it.

The work created for the Client is for that Client's use only.

It is not supplied for resale or replication for other businesses under any circumstances unless Client Funnels gives written permission.

Ownership of Client Funnels' underlying methods, frameworks and systems does not transfer to the Client.

Unauthorised copying, sharing or commercial use is a material breach of these Terms and may result in access being withdrawn and legal action being taken.

21. Confidentiality

Both parties agree to keep confidential information received during the working relationship private.

Confidential information may include:

• business plans;
• customer information;
• sales data;
• financial information;
• campaign plans;
• strategy;
• passwords;
• systems;
• processes; and
• other information that a reasonable person would understand to be confidential.

These obligations continue after the Service ends.

22. Data Protection

Each party must comply with applicable data protection law.

Where Client Funnels uses personal information for its own business purposes, our Privacy Policy applies.

Where Client Funnels processes personal information on behalf of a Client, the Client will normally act as the controller and Client Funnels will act as the processor for that processing.

The Client confirms that it is entitled to provide that personal information to us and instruct us to process it.

Where Article 28 processor terms are required, the Data Processing provisions in Section 23 apply. ICO guidance confirms that written controller/processor terms must cover matters including documented instructions, confidentiality, security, sub-processors, assistance, deletion or return of data and audit rights.

23. Data Processing Terms

Where Client Funnels acts as a processor on behalf of the Client:

23.1 Processing

We will process personal information only as required to provide the Services and on the Client's documented instructions, unless applicable law requires otherwise.

23.2 Purpose

Processing may include accessing, collecting, organising, importing, configuring, transferring, storing or otherwise handling information for campaign setup, consultancy, training, testing, support and service delivery.

23.3 Information

Information may include names, telephone numbers, email addresses, CRM records, campaign engagement, customer information, marketing preferences and other information supplied by the Client.

23.4 Confidentiality and Security

We will ensure that people authorised to process Client personal information are subject to appropriate confidentiality obligations.

We will use appropriate technical and organisational security measures.

23.5 Sub-processors

The Client gives general authority for us to use reputable third-party providers where reasonably required to provide the Services.

We will remain responsible for meeting our processor obligations when using sub-processors.

23.6 Data Rights and Breaches

Taking account of the nature of the processing, we will provide reasonable assistance to the Client with data subject requests, security matters and reportable personal-data breaches where required by law.

23.7 End of Processing

At the end of the relevant Services, we will delete or return personal information processed solely on the Client's behalf, subject to legal retention requirements and normal backup cycles.

23.8 Client Responsibilities

The Client remains responsible for determining the lawful purpose and basis of processing and for the instructions it gives to us.

24. Results and Business Performance

Business results depend on many factors outside the control of Client Funnels.

Unless a specific written guarantee applies, we do not guarantee:

• sales;
• revenue;
• profit;
• lead numbers;
• conversion rates;
• event attendance;
• message response rates;
• account approval; or

any particular business result.

Case studies, testimonials and examples describe individual experiences and do not guarantee the same result for another Client.

25. ROI Guarantee — Where Expressly Included

An ROI Guarantee applies only where the Client's proposal, order, Schedule A or written offer expressly states that an ROI Guarantee is included.

Where it applies, if the Client has not recovered an amount equal to the qualifying Client Funnels fee through results directly attributable to the agreed strategy by the end of the initial engagement, Client Funnels will continue providing the agreed support without an additional consultancy fee until the relevant ROI threshold has been achieved.

The guarantee applies only where the Client has:

• followed 100% of the agreed strategy;
• completed 100% of agreed Client actions;
• met 100% of agreed deadlines;
• attended required sessions;
• supplied all requested information and access;
• implemented recommendations as instructed;
• maintained the agreed offer and sales capability;
• not materially altered campaigns without our approval; and
• accurately represented its business, audience, offer, resources and ability to carry out the strategy before the engagement began.
• If any of these conditions are not met, the ROI Guarantee does not apply.

A Client cannot rely on the guarantee where poor performance is caused by the Client overestimating its own ability, capacity, audience size, sales capability or resources before the project began.

During any guarantee extension, the Client must continue to meet all Client responsibilities and pay all required third-party software, messaging and platform costs.

The extension covers continued support relating to the original strategy. It does not include additional products, unrelated campaigns, new services or an expansion of the original scope.

ROI will be measured using traceable revenue reasonably attributable to the agreed activity.

Unless expressly stated otherwise, an ROI Guarantee is an extension guarantee and not a money-back guarantee.

26. Promotional Claims and Testimonials

Examples, projections and results referred to in marketing materials are provided to explain what has been achieved in particular circumstances.

They are not promises of what every Client will achieve.

Actual outcomes depend upon the Client, its business, its audience, its offer, implementation and market conditions.

27. Bonuses Do Not Extend Guarantees

A Promotional Bonus does not increase the value used to calculate an ROI Guarantee unless the written offer expressly states otherwise.

Failure to receive or use a bonus does not by itself activate an ROI Guarantee.

28. Programme and Course Access

Access periods will be stated in the relevant offer.

If an offer uses the term “lifetime access”, this means the period during which Client Funnels continues to operate and host that specific programme.

It does not mean the lifetime of the purchaser.

We may update or retire programme content where necessary.

Where reasonably practical, we will provide notice before permanently retiring a programme sold with lifetime access.

29. Workshops, Events and Training Days

Dates, locations and delivery methods may occasionally need to change.

If Client Funnels changes the date of an event or training session, we may offer:

• attendance on the replacement date;
• transfer to another suitable session; or
• another remedy agreed with the Client.

We are not responsible for travel, accommodation or other external costs booked by the Client unless required by law.

If a Client fails to attend a booked event, workshop or training session, the fee is not automatically refundable.

30. Recordings

Certain calls, workshops, training sessions or events may be recorded.

Where a session is recorded, attendees will be informed where appropriate.

Recordings may be used for service delivery, internal training or programme access in accordance with our Privacy Policy and any consent or other lawful basis required.

Participants must not record, reproduce or distribute Client Funnels sessions without permission.

31. Conduct

We may suspend or remove a person from a programme, event, community or communication channel where they:

• behave abusively;
• harass staff or other participants;
• repeatedly ignore reasonable communication boundaries;
• breach confidentiality;
• misuse our intellectual property;
• solicit other participants in breach of stated community rules;
• promote competing services inside a private Client Funnels environment; or

act unlawfully.

Where suspension or removal results from a serious breach by the Client, this does not automatically create a right to a refund.

32. Suspension

We may suspend Services where:

• payment is overdue;
• the Client has failed to provide information needed to continue;
• Client instructions may be unlawful;
• continuing work may create a regulatory or platform risk;
• the Client breaches intellectual property rights;
• communication becomes abusive or unreasonable; or
• the Client commits another material breach of these Terms.

Suspension caused by the Client does not automatically extend the purchased service period.

33. Termination

Termination rights contained in a specific proposal or Terms of Engagement take priority.

We may terminate an engagement for material breach if the breach is not remedied within a reasonable period after written notice, where it is capable of remedy.

We may terminate immediately for serious misconduct, fraud, deliberate intellectual-property misuse, illegal instructions or abusive behaviour.

Termination does not remove payment obligations which arose before termination.

34. Chargebacks and Payment Disputes

If you believe a payment is wrong or that Client Funnels has failed to supply an agreed Service, you should contact us at paul@clientfunnels.co.uk first so that we have a reasonable opportunity to investigate and respond.

Nothing in these Terms removes any legal right you may have to raise a legitimate payment dispute.

Where a chargeback or payment dispute is raised for Services which have been supplied, Client Funnels may provide the payment provider with relevant evidence, including these Terms, invoices, access records, correspondence and delivery records.

We may suspend Services while a payment dispute is active.

Where a payment remains legally due after the dispute is resolved, we may seek payment together with recovery costs and interest where permitted by law.

35. Third-Party Service Failure

We are not responsible for failure, delay or changes caused by third-party systems outside our reasonable control.

This may include:

• WhatsApp outages;
• Meta outages;
• CRM downtime;
• API changes;
• software changes;
• hosting failures;
• payment gateway problems; or
• withdrawal of third-party features.

We will take reasonable steps to work around such issues where they materially affect our Services.

36. Limitation of Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to that, Client Funnels will not be responsible for losses caused by:

• Client acts or omissions;
• inaccurate Client information;
• missed Client deadlines;
• third-party platform decisions;
• platform outages;
• Client failure to implement advice;
• unlawful Client marketing;
• loss of platform access; or

circumstances outside our reasonable control.

For business customers, our total aggregate liability arising from a particular purchased Service will, so far as legally permitted and reasonable, be limited to the fees paid to Client Funnels for that Service.

We will not be liable for indirect or consequential losses.

The reasonableness of business liability restrictions matters under the Unfair Contract Terms Act 1977, and liability for death or personal injury caused by negligence cannot be excluded.

37. Client Indemnity

The Client is responsible for claims or losses resulting from:

• material supplied by the Client which infringes another person's rights;
• unlawful use of Client customer data;
• Client marketing permissions;
• statements or claims supplied or approved by the Client;
• Client breach of third-party platform rules; or
• Client instructions which breach applicable law.

The Client will indemnify Client Funnels against reasonable third-party claims, costs and losses to the extent they arise directly from those matters.

38. Force Majeure

Neither party is responsible for delay or failure caused by circumstances outside its reasonable control.

This may include illness, bereavement, natural disaster, fire, flood, war, civil disturbance, industrial action, government action, internet failure, major technology failure or third-party platform failure.

Where such an event occurs, affected deadlines may be moved by a reasonable period.

39. Holidays and Availability

We may take periods of annual leave or personal leave during longer consultancy engagements.

Where our absence materially prevents agreed Client work from being carried out, we may adjust relevant delivery dates accordingly.

Planned absences will normally be communicated in advance.

40. Changes to Services

We may make reasonable changes to the delivery of a Service where required because of:

• law;
• platform changes;
• supplier changes;
• technical requirements;
• security; or

operational necessity.

We will not use this clause to remove a core paid-for Service and replace it with something materially different without addressing the Client's contractual rights.

41. Changes to These Terms

We may update these Terms from time to time.

New Terms will normally apply to purchases made after the updated Terms are published.

For an existing engagement, the Terms accepted when the agreement was entered into will continue to apply unless:

• both parties agree otherwise;
• a change is required by law; or
• a minor operational change does not materially reduce the purchased Service.

42. Subcontractors

Client Funnels may use employees, contractors or specialist suppliers to assist in delivering Services.

Client Funnels remains responsible for its contractual obligations to the Client.

The Client may not transfer its agreement or programme access to another person or organisation without written permission.

43. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between Client Funnels and the Client.

Neither party may enter into commitments on behalf of the other unless expressly authorised.

44. Waiver

If either party chooses not to enforce a right at a particular time, this does not mean that right has been given up.

45. Severability

If a provision of these Terms is found to be invalid or unenforceable, the remainder of the Terms will continue to apply.

46. Entire Agreement

These Terms, together with any proposal, order form, Schedule A, Terms of Engagement or other agreed service document, form the agreement between the parties.

The Client should not rely upon a statement or representation which has not been incorporated into the agreement, subject to any rights which cannot legally be excluded.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

47. Complaints and Disputes

If a dispute arises, both parties should first attempt to resolve it through good-faith written discussion.

Complaints should be sent to:

paul@clientfunnels.co.uk

If a dispute cannot be resolved directly, the parties may agree to attempt mediation before court proceedings are started.

48. Governing Law and Jurisdiction

These Terms and any dispute arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, subject to any mandatory rights which apply by law.