Terms of Service - Crimson Social

Last Updated: January 9, 2026

1) Incorporated Policies

Incorporated Policies. The following documents form part of these Terms by reference and apply to your use of our site and services: our Privacy Policy, Cookie Policy, and any service-specific schedules, including the Meta Advertising Service Terms (the “Service Schedules”). By using the site or purchasing services, you agree to be bound by them.

2) Order of Precedence

Order of Precedence. If there is any conflict between these Terms and a Service Schedule, the Service Schedule prevails for that service. If there is a conflict between these Terms/Service Schedules and the Privacy or Cookie Policy, these Terms/Service Schedules govern the commercial/service relationship and the Privacy/Cookie Policy govern our handling of personal data and cookies.

3) Acceptance Method (clickwrap)

Acceptance. You accept these Terms by: (a) clicking “I agree” (or similar) online; (b) submitting a form that references these Terms; or (c) using our services. If you purchase the Meta Ads subscription, you also accept the Meta Advertising Service Terms

4) Links to Policies (signposting)

Privacy & Cookies. How we process personal data and use cookies is explained in our Privacy Policy and Cookie Policy. You can change cookie preferences at any time via Cookie Settings in the site footer.

1. Introduction and Acceptance

Welcome to Crimson Social! These Terms of Service (“Terms”) form a binding service agreement between you (the “Client”) and Crimson Social Marketing Ltd (referred to as “Crimson Social”, “we”, or “us”). Crimson Social Marketing Ltd is a UK company (Registered Address: 167-169 Great Portland Street, Fifth Floor, London, Greater London, England, W1W 5PF) that provides social media marketing and advertising services for the real estate industry. By signing up for our services – whether via our website signup form, email confirmation, accepting a proposal/invoice, or any other means – you confirm that you are a business client (not a consumer) and agree to be bound by these Terms. This agreement applies to all B2B clients engaging our services.

Incorporation of Related Policies: These Terms incorporate by reference our Privacy Policy and Cookie Policy, as well as applicable Meta Advertising Service Terms. By using our services, you also agree to the provisions of our Privacy Policy and Cookie Policy (available on our website) regarding how we handle data, and you acknowledge that any advertising we manage on Meta (Facebook/Instagram) is subject to Meta’s own advertising terms and policies. (For example, Meta’s Advertising Standards and Self-Serve Ad Terms apply to campaigns we run on your behalf.) Please review these documents, as they form part of our agreement with you.

If you do not agree with any part of these Terms or the incorporated policies, you should not use our services. If you have signed an individual order or contract with us that contains terms differing from these general Terms, the specific written agreement will prevail to the extent of any conflict. Otherwise, this document constitutes the entire agreement between you and Crimson Social for the services provided.

2. Our Services

Crimson Social offers property marketing and social media services to business clients (primarily estate agents and property developers). Our services may include: social media account management, content creation (posts, reels, videos, graphics), Meta Ads management (Facebook/Instagram campaigns), other paid advertising (e.g. Google, LinkedIn, TikTok), email marketing, and general property listing marketing support. The exact scope of services we will provide to you (such as platforms managed, number of posts per week, ad budget, etc.) will be agreed with you in writing (for example, through a service package description, proposal, or invoice) before work begins.

We will exercise reasonable skill and care in delivering the agreed services and will follow any mutually approved strategy or plan. However, you understand that marketing results can vary. While we aim to help increase your online presence and generate leads, we do not guarantee any specific outcomes (such as a particular number of leads, sales, followers, or engagement metrics) from our services. Marketing and advertising success depends on many factors outside our control (including market conditions and third-party platform algorithms). Any timelines or schedules we provide (for example, for content publishing or campaign results) are estimates, and delays or adjustments may occur, especially if we are waiting on your inputs or approvals.

Our services begin once both parties have agreed on the scope and any initial payment due has been received. We will then carry out the services during the term of our agreement (see Term and Termination below), unless and until the agreement is terminated as per these Terms.

Meta Advertising Subscription. If you purchase our Meta (Facebook/Instagram) advertising service, the Meta Advertising Service Terms apply in addition to these Terms (minimum 3-month term; one-month cancellation thereafter; ad spend billed by Meta to your account). You will provide Business Manager access and ensure your website runs a consent banner (CookieYes) in block-before-consent mode for Meta Business Tools.

3. Client Responsibilities

To ensure a successful partnership, you as the Client agree to fulfil the following obligations:

Provide Information and Materials: You will supply us with all content, information, and materials we reasonably need to perform the services. This includes (where applicable) property listing details, descriptions, high-quality photos or videos, logos/branding assets, and any specific promotional messages or disclaimers required for your industry. You confirm that all information you provide is accurate and not misleading.
Ensure Rights to Materials: You must have the necessary rights, licenses, or permissions for any materials you provide to us (e.g. images, logos, music, or text). By supplying content to us, you guarantee that our use of it for your marketing will not infringe any intellectual property or privacy rights of others. You agree to indemnify and hold us harmless from any claims or losses arising from content you provided that infringes or violates someone else’s rights.
Access and Cooperation: You will designate a primary contact person to coordinate with us and respond to any requests or approvals we need. Please cooperate in a timely manner – for example, reviewing and approving content drafts or campaigns within the requested timeframe. Delays in your feedback or in providing required resources may impact our ability to deliver results, and we won’t be responsible for any schedule or performance issues stemming from such delays.
Compliance and Appropriate Use: You are responsible for your own business practices and compliance with laws in your industry. You will not ask us to publish or advertise any content that is illegal, discriminatory, offensive, or otherwise violates any law or regulation. In the real estate sector, you must ensure that any property advertisements (including targeting criteria) comply with applicable laws (for example, anti-discrimination laws) and industry regulations. We reserve the right to refuse or remove any content or campaign that we believe may violate laws or platform policies.
Ad Account Administration: If using our ad management services, you agree to follow the requirements in Section 4 (Advertising Accounts and Platforms) below, including providing necessary access and abiding by third-party platform terms.

By meeting these responsibilities, you enable us to perform the services effectively. If you fail to perform any of the above obligations, we may be unable to deliver the expected results and, in some cases, may suspend our work until the issue is resolved.

4. Advertising Accounts and Third-Party Platforms

Our services often involve managing your presence on third-party platforms such as Meta (Facebook/Instagram), Google, LinkedIn, TikTok, etc. This section explains how we handle access to your accounts and the importance of third-party terms:

Granting Access: You may need to grant us administrative or advertiser access to your social media and advertising accounts (e.g. adding us as a partner or admin in Meta Business Manager, Facebook Ad Account, Instagram, Google Ads, LinkedIn Campaign Manager, etc.). You authorize us to use these accounts to the extent necessary to perform the services (such as creating and managing posts or ad campaigns). We will only use your account access for service delivery and will keep any login credentials you share confidential (in line with our Privacy Policy). If we cannot be granted access, you may alternatively allow us to create new accounts or pages on your behalf, which will be transferred to you at the end of the engagement.
Account Security: You remain the owner of your accounts and are responsible for maintaining their security. We recommend you follow best practices (such as enabling two-factor authentication and using secure passwords) for all accounts. Any advertising account charges and activity will ultimately be your responsibility, even if we operate the account for you. (For example, Meta’s terms state that if your account is compromised, you are liable for charges on it, so it is important to keep access secure.) We are not liable for losses or costs incurred due to unauthorized access to your accounts unless such access was caused by our negligence.
Compliance with Platform Terms: When we manage campaigns or content on third-party platforms, both you and we must comply with the platform’s own terms and policies. This includes, for example, Meta’s Terms of Service and Meta’s Advertising Policies/Standards (formerly Facebook’s Advertising Policies) for Facebook/Instagram ads, Google’s Ads Policies for Google Ads, LinkedIn’s Advertising Policies, and so on. These platform terms are incorporated by reference into our agreement to the extent they apply to the services. You agree to abide by all such policies – for instance, Meta prohibits discriminatory targeting in housing ads, so if our campaign falls under a Special Ad Category (housing), you must follow those rules. We will make reasonable efforts to ensure campaigns meet platform requirements and may request you to certify compliance (for example, Meta may require a Housing Ad certification from you as the advertiser).
Content and Conduct: You are responsible for the substance of the ads and content we create or run on your behalf. We will draft or design content based on your materials and instructions, but you (as the advertiser or account owner) ultimately must ensure that the content is not false or unlawful. If you notice any ad content or targeting that you believe is inappropriate or non-compliant, you must inform us immediately so we can adjust it.
Third-Party Decisions: Please note that third-party platforms have autonomous control over their services. We do not guarantee that any content or advertisement will be approved by a platform, or that it will remain accessible. Platforms like Meta or Google may reject ads, flag content, or even suspend accounts for various reasons beyond our control. We are not responsible for platform downtime, bugs, or changes that affect the performance of your content. For example, if Facebook or Instagram experiences outages or if your page/account is unexpectedly restricted by the platform, that is outside of our control. We will, however, use reasonable efforts to resolve issues with the platform if they arise (such as appealing a disapproved ad), within the scope of our services.
No Guaranteed Results on Platforms: All advertising campaigns are subject to the performance metrics and algorithms of the platform. We cannot guarantee specific results or reach on any third-party platform. The platforms themselves often do not guarantee that an ad will reach its intended audience or achieve a specific outcome, and they may run experimental features that impact campaign performance. You acknowledge that each platform operates independently, and campaign performance can vary for reasons outside our influence.

In summary, by using our advertising and social media management services, you agree to give us the necessary access to do our job, and you agree to abide by the terms of the platforms where your content appears. We will act in good faith to manage your accounts professionally and in accordance with those terms. If any platform’s terms or policies require a direct agreement from you (for example, Meta’s certification for running housing ads, or agreeing to LinkedIn’s terms), you are responsible for fulfilling those requirements.

5. Fees, Payment Terms, and Billing

Service Fees: You agree to pay the fees for our services as stated in your order form, package selection, or invoice. Fees may be structured as a monthly retainer (for ongoing management packages) or as a one-time project fee (for one-off services like a training session or advertising campaign setup). All fees are quoted in GBP (£) unless otherwise stated, and are exclusive of any applicable taxes (for UK clients, VAT will be added if applicable).

Invoicing and Payment Schedule:

For Monthly Retainer Services (ongoing packages): We will invoice you monthly (typically at the start of each billing period, e.g. monthly in advance, unless otherwise agreed). Payment is due by the date specified on the invoice (usually immediately or within 14 days of the invoice date, as indicated). We reserve the right to begin work only after the first payment is received. Subsequent monthly services will likewise require timely payment at the start of each period.
For One-Time Services or Projects: We may require full payment upfront before work begins (unless a different milestone payment schedule is agreed in writing). Once payment is received, we will carry out the one-time service. Note: Because one-time services (like audits or content packages) are custom-tailored, payments for one-time services are non-refundable once work has commenced, except in cases of our material breach (see Termination below).

Ad Spend and Third-Party Costs: Our service fees do not include the third-party advertising spend (the cost of buying ads on platforms like Meta or Google). You are responsible for all budgets and media spend for your advertising campaigns. Typically, you will pay these costs directly to the platform via your ad account (e.g. your credit card is billed by Facebook/Google), or we can arrange an alternative (such as prepaying us to forward to the platform). If we agree to invoice you for ad spend, we will invoice in advance for the estimated budget (or as otherwise set out in our proposal). Failure to pay an advertising budget invoice on time may result in campaigns being paused until funds are received. Note that cancelling our services does not automatically cancel charges from the advertising platforms – if your campaigns are still running, the platform can continue charging you per click or impression. It is your responsibility to ensure campaigns are stopped or accounts closed if you end our service (we will assist in handing over control as needed).

Late Payments: Payment on time is essential. If payments are not received by the due date, we may take the following actions: (a) charge interest on overdue amounts at the statutory rate (such as 8% per annum above the Bank of England base rate, as permitted by the UK Late Payment of Commercial Debts regulations) accruing from the due date until paid, and/or charge reasonable debt recovery fees; (b) suspend the services (pause content postings, campaigns, or deliverables) until outstanding invoices are paid; and/or (c) ultimately terminate the agreement for non-payment (see Termination section). We will give you a written reminder (email is sufficient) if a payment is late. If you anticipate any issues with payment, please notify us as soon as possible to discuss potential arrangements – communication is preferable to default.

No Set-off or Deductions: All payments must be made in full without set-off or withholding. This means you cannot deduct any amounts you believe we owe you from a payment, unless we have agreed in writing or a court has ordered so.

Price Changes: If you are on a rolling monthly plan, we reserve the right to adjust our service fees after any initial commitment period (see Term below) by providing you notice (for example, if our costs increase or if the scope of services changes). Typically, we will give at least 30 days’ notice of any fee change. If you do not agree to the new fees, you may terminate the services as described in Termination before the change takes effect. Continued use of our services after a fee change constitutes acceptance of the new rate.

Except as expressly set out in these Terms or required by law, fees paid are non-refundable. (For instance, if you decide to stop a campaign mid-month, the unused portion of that month’s fee will not be refunded since resources were allocated based on your commitment.) This does not affect any statutory rights to refunds you may have in specific circumstances, but since you are a business client, statutory consumer refund rights do not apply.

6. Term and Termination

Term of Agreement: This agreement begins when you accept these Terms and engage our services, and continues until terminated as per this section. For ongoing service packages, the agreement will remain in effect on a rolling basis (month-to-month by default) unless a fixed term is agreed.

Minimum Commitment Period: To allow our strategies to take effect, certain services may require a minimum commitment. Unless otherwise specified for a particular package or in writing, we require an initial minimum term of 3 months for our social media management and advertising services. During this minimum term, you agree not to cancel the services for convenience. (If a different minimum term or initial contract length is stated in an order form or proposal, that specified term will apply instead of the 3 months.) After the minimum term is fulfilled, the contract will continue on a monthly basis until terminated by either party with notice.

Termination by Client (Cancellation): You may terminate the services after any applicable minimum term by giving us at least 30 days’ notice in writing. Notice can be provided via email to our contact email (see Contact Us section) and should expressly state that you wish to terminate services. We will acknowledge receipt of your notice and let you know the effective end date. Generally, if you give 30 days notice in the middle of a monthly billing cycle, your services will run until the end of that cycle and then stop. (For example, if you pay monthly and you give notice on the 15th, we will continue work until the end of that paid month, and not bill further.) We do not typically pro-rate or refund partial periods of service, so termination will be effective at the end of the current billing period following the notice, unless otherwise agreed.

Termination by Crimson Social: We may terminate this agreement or any specific service by giving you at least 30 days’ written notice for convenience (e.g. if we decide to discontinue a service offering or if we believe our agency is no longer the right fit for your needs after the current term). We will endeavour to finish any work in progress or assist with a smooth transition if we initiate a termination for convenience.

Immediate Termination for Cause: Either party may terminate the agreement with immediate effect by written notice to the other if the other party materially breaches these Terms and (if the breach is capable of remedy) fails to remedy it within 14 days after receiving notice specifying the breach. “Material breaches” by you (the Client) include, for example: failure to pay an invoice beyond a reasonable grace period, serious violation of platform rules or laws through content you direct us to post, or misuse of our services in a manner that harms our rights or reputation. Material breaches by us would include a persistent failure to provide the core services as agreed, in a manner that defeats the purpose of the contract. In addition, we may terminate immediately if you become insolvent, bankrupt, or subject to any significant creditor action, or if we reasonably suspect that continuing our engagement could cause us legal liability or reputational harm due to your actions.

If we terminate for cause due to your breach or insolvency, any fees for the then-current term remain due and we will not be obligated to refund any amounts already paid. If you terminate for cause due to our breach and we fail to remedy it, you will not be required to pay for services not rendered, and we will refund any pre-paid fees covering the period after termination (if applicable).

Effect of Termination: Upon termination or expiration of our services for any reason:

We will stop providing the services from the effective termination date. Ongoing ad campaigns will be paused or ended, and scheduled content will be cancelled.
You agree to pay for all services rendered up to the termination date, including any pro-rated amounts if work was done in a partial period. Any unpaid invoices for work already completed become immediately due.
Each party will return or destroy the other’s confidential information upon request (except that we may retain copies of data as required for legal/regulatory purposes or standard backups, in accordance with our Privacy Policy).
We will remove our access to your accounts (e.g. we will remove ourselves from your Facebook Business Manager or other accounts). It is then your responsibility to secure your accounts and change any passwords you may have shared. Important: Terminating our services does not automatically shut down your advertising with third parties. You must ensure that any ad campaigns on platforms like Facebook/Google are turned off or transferred to your control at termination – otherwise, those platforms might continue to run ads and charge you. We can assist by providing instructions or ensuring you have administrative access to do this.
Any content we created for you up to termination remains available for you to use (per the Intellectual Property section below, provided you have paid for it). If fees are outstanding, we may have the right to withhold deliverables or materials until payment is settled.
Sections of these Terms which by their nature should survive termination (such as payment obligations, indemnities, liability clauses, confidentiality, and intellectual property licenses) will continue in effect after termination.

We hope to never have to part ways on bad terms, and you are free to end month-to-month services with proper notice after any minimum commitment. If you wish to pause services temporarily instead of terminating, please discuss with us – we may offer a pause option (though we cannot guarantee holding open any special pricing during a long pause).

7. Intellectual Property and Content Ownership

This section explains who owns the content and intellectual property (IP) involved in our services:

Your IP: You retain ownership of all intellectual property rights in any materials you provide to us. For example, your logos, trademarks, brand assets, property photos you supply, and any text you author, all remain your property. You are simply giving us a license to use these materials as needed to perform the services. Specifically, you grant us a non-exclusive, royalty-free license for the term of our agreement to use, reproduce, modify, and distribute your materials only for the purpose of delivering the services to you (for example, posting your property images on Instagram or creating ads). We will not use your assets for any other client or purpose without your permission. After termination, we will not use your copyrighted materials further (except as permitted under the Portfolio use below or as required for record-keeping).
Our IP (Service Deliverables): Unless otherwise agreed in writing, the content, creatives, and materials that we produce for you as part of our services (for example: social media captions, graphic designs, edited videos, advertising copy, strategy documents, etc.) are originally authored by us and thus are our intellectual property until you have paid for them in full. Upon your full payment for the services that include creation of such content, we automatically grant you an exclusive, perpetual license to use, reproduce, and display that content for your own business purposes. This means once you’ve paid for our work, you can use the delivered social media posts, graphics, videos, etc. on your websites, social media, and other marketing as you see fit for your company. The license is exclusive to you – we will not provide the exact same deliverables to another client. However, this license is not transferable to others (you can’t resell or license our created content to a third party) and it does not permit derivative commercialization (you can’t, for example, sell our designs as templates). If you have multiple related entities that need to use the content, let us know and we can agree on extending the license.
Portfolio and Credits: You grant us permission to showcase the work we do for you as part of our portfolio and marketing. This includes using your company name or logo and examples of the content or results we achieved for you, in our own website, presentations, case studies, or social media, to demonstrate our services to others. We will not reveal any confidential sales figures or sensitive strategy details, but we might mention general outcomes (e.g. “Client X achieved Y% increase in engagement”). This license to display your branding and our work for promotional purposes is irrevocable and survives termination of our agreement – meaning even after our contract ends, we may continue to reference our work together. If you have a strict policy against being listed publicly as a reference, you must inform us in writing at the start of the engagement, and we can discuss exceptions.
Third-Party Materials: Some content we create for you may include third-party components (for example, stock photos, stock music, or software, or platform-provided templates). Where we use such materials, they may be subject to their own license terms. We will ensure we have the rights to use them in your project (e.g. by obtaining proper stock licenses) and that you have the rights to use the final content. In some cases, the license might not allow you to continue using the third-party component if you alter the content or use it outside the intended scope. We will inform you of any such restrictions if applicable. Generally, our fee covers the licensing for using those materials as included in the deliverable we provide, but not for your unrestricted separate use of the raw third-party asset.
Retention of Know-How: We retain the right to use any general knowledge, experience, skills, or techniques that we acquire or refine during the course of providing services to you. We also retain ownership of our pre-existing tools or templates that might be used to deliver your services (for example, our internal strategy frameworks, or generic content calendars), insofar as they are our proprietary methods. We do not, however, use or disclose your confidential business information or unique creative content for others.

In short, once you pay us for our work, the final content is yours to use for your business, and we won’t give it to another client. We just ask for (and you grant) the ability for us to show that we created it, as part of our portfolio. If you need a separate assignment of IP (transferring full ownership of copyrights to you), this can sometimes be arranged subject to a separate agreement (and may involve additional fees or conditions), but by default we operate on a license model as described above.

8. Confidentiality and Data Protection

Confidentiality: During our relationship, both you and we may receive access to each other’s confidential or sensitive information. “Confidential Information” means any non-public information, whether in written or oral form, that is designated as confidential or that a reasonable person would understand to be confidential due to its nature. This includes (but is not limited to) business strategies, marketing plans, customer or lead lists, pricing details, login credentials, proprietary data, and any other information that is not generally known to the public. For example, any passwords or account access you share with us, and any marketing strategies or performance reports we share with you, should be treated as confidential by the receiving party.

Both parties agree to keep Confidential Information confidential. Specifically, the receiving party will: (a) not disclose the other’s Confidential Information to any third party except to its employees or subcontractors who need to know it for the purpose of delivering or receiving the services (and who are bound by confidentiality obligations); and (b) not use the Confidential Information for any purpose outside the scope of this agreement. We will take reasonable measures to protect your Confidential Information, including secure handling of any account credentials (for instance, we store passwords using a secure tool as noted in our Privacy Policy). If we ever use third-party tools to exchange info (e.g. a password-sharing link), we will do so carefully, but you acknowledge there is some inherent risk in any electronic sharing.

Confidentiality obligations do not apply to information that is independently developed by the receiving party, is lawfully known to or obtained by the receiving party without restriction, or becomes public through no fault of the receiving party. If disclosure is required by law or court order, a party may disclose the needed information but will notify the other party (if legally permissible) so that party has a chance to seek a protective order.

These confidentiality commitments start from the moment you engage our services (even before the formal agreement, to cover any pre-contract discussions) and will continue even after the termination of our contract, for a period of at least 3 years or as long as the information remains confidential (whichever is longer). Login credentials or other highly sensitive info should not be kept longer than necessary; we will destroy or delete such information upon your request or upon completion of the services (except for backup or archival copies as allowed).

If you suspect any unauthorized access or breach of your accounts or information (for instance, if you think a password we had access to has been compromised), you must immediately revoke our access and notify us so we can cooperate in securing the account.

Data Protection: Each party agrees to comply with applicable data protection laws in relation to any personal data processed under this agreement. Our use of personal data (such as any contact information or social media account data you provide to us, or personal data collected through ad campaigns) is outlined in our Privacy Policy (which is part of this contract). In summary, we will only process personal data in accordance with the UK GDPR and other relevant laws, and primarily to deliver the services to you. We implement appropriate technical and organizational measures to safeguard personal data.

If our services involve processing any personal data on your behalf as a “processor” (for example, if you provide us with a list of customer email addresses for a marketing campaign), we will only process that data on your instructions, and both parties shall ensure compliance with Article 28 of UK GDPR. This means, among other things, that we will keep such data confidential and secure, not engage another sub-processor without similar protections, and will assist you in fulfilling individual data rights requests as needed. We can also sign a separate Data Processing Addendum if required for compliance.

You, as the data “controller” of any personal data you supply (such as your clients’ or leads’ information), must ensure you have the proper legal basis to collect and share that data with us for processing. For example, if you ask us to upload a customer list to Facebook for a custom audience campaign, you should have obtained those individuals’ consent or have another lawful basis for advertising to them. You indemnify us against any claims or fines arising from your failure to have a lawful basis or to comply with data protection laws in the data you provide.

For detailed information on how we manage data, please refer to our Privacy Policy. If you or your clients are in the EU or UK and require it, our Privacy Policy also contains information about international data transfers and safeguards (as we may use processors in other countries, e.g. contractors in the Philippines, under Standard Contractual Clauses).

Cookies: If our service to you includes managing your website or landing pages, our Cookie Policy will apply for any tracking technologies we deploy. On our own website, we use cookies as described in our Cookie Policy (which by reference you agree to when using our site or client portal).

Both parties agree to cooperate in good faith to address any data protection compliance issues that may arise and to assist each other in responding to any inquiries or requests from data subjects or authorities, to the extent necessary. Data protection contact for Crimson Social is our DPO at dpo@crimsonsocial.co.uk, who can address any privacy concerns.

9. Disclaimers

No Guaranteed Outcomes: While our mission is to help grow your business’s online presence and we will strive to achieve the best possible results, we make no guarantees of any specific results or return on investment. Marketing and advertising involve many variables, and outcomes like increased sales, lead generation, higher search rankings, social media follower growth, or any other business objectives cannot be promised with certainty. You acknowledge that any figures or projections we discuss are estimates and not assured. Past performance of our campaigns (for other clients) is not a guarantee of your results.

Service “As Is”: Except as expressly set out in these Terms, our services are provided “as is” and “as available” without any warranty of any kind. We do not warrant that the services will be uninterrupted or error-free, or that specific content (for example, a social media post or advertisement) will achieve any particular outcome. We do not guarantee that our work will meet any performance or sales targets you might have (those are goals, not promises). All implied conditions or warranties (including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement) are hereby excluded to the fullest extent permitted by law.

Third-Party Services: We engage with third-party platforms (Meta, Google, etc.) on your behalf, and possibly other vendors (such as email marketing platforms, web hosting for landing pages, etc.). We are not responsible for the acts or omissions of any third-party service providers. This includes: social networks or ad networks being offline or slow, rejecting your content, or otherwise not functioning as expected; any changes those platforms make to their systems or policies; and any third-party software or tools we use in providing the service (for example, if a scheduling tool fails to post something on time). You agree that use of third-party services is at your and our collective risk and subject to those third parties’ terms. We likewise are not responsible for any third-party content (like comments or user-generated content on your social pages) nor for any actions of your customers or followers. You bear sole responsibility for any content you publish or decisions you make based on our services – we can advise and implement, but ultimate business decisions (and their consequences) are yours.

Client’s Business Responsibilities: We do not provide legal, financial, or real estate brokerage services. Any suggestions we make in content (e.g. wording of a property ad) should be reviewed by you for legal and regulatory compliance specific to your industry (such as ensuring property listings comply with the Consumer Protection from Unfair Trading Regulations or any Estate Agents Act requirements in the UK). We disclaim liability for any fines or penalties arising from the content or advertisements if you approved them and they were non-compliant. Additionally, you are responsible for setting your own advertising budgets and not exceeding amounts you cannot afford – we may recommend budgets, but you must determine what is appropriate for your business.

External Factors: Many external factors can affect marketing outcomes (seasonal market trends, interest rates, competitor actions, pandemics, etc.). We are not liable for any impact of such external factors on your business performance, even if we manage your marketing. Furthermore, if our work is dependent on any third-party or your internal approvals and those are delayed, we are not responsible for resulting delays.

Force Majeure: We will not be in breach of contract or liable for any failure or delay in performing our obligations if that failure/delay is due to causes beyond our reasonable control. This includes, but is not limited to: natural disasters, acts of government, war, civil unrest, epidemics, strikes or labour disputes, internet or power outages, or the failure of third-party platforms (“Force Majeure Events”). If such an event occurs, we will notify you and make reasonable efforts to mitigate its impact. The timeline for performance will be extended by the duration of the Force Majeure Event. If a Force Majeure Event continues for an extended period (say, more than 30 days), either party may consider termination under mutual discussion.

In summary, you assume the risks of your marketing investment and participation in third-party platforms. We promise to deliver our services with professional care, but we do not promise guaranteed results and we disclaim liabilities for things outside our control.

Nothing in this Disclaimer section reduces specific rights you may have under law, it only clarifies the intent of our arrangement in plain language.

10. Limitation of Liability

Indirect Damages: To the fullest extent permitted by law, neither party will be liable to the other for any indirect, consequential, or special losses, or for any of the following types of loss or damage, whether in contract, tort (including negligence) or otherwise: loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunities or goodwill, loss of data, or injury to reputation. We will not be liable for any damages claimed by third parties against you that are not direct damages for which we are responsible under these Terms.

Cap on Liability: Except for the types of liabilities we cannot limit (described below), each party’s total aggregate liability arising from or in connection with this agreement (whether in contract, tort, breach of statutory duty or otherwise) is capped at the total amount of fees paid by you to us for services in the 12 months immediately preceding the event giving rise to the claim (or, if the duration of our services was less than 12 months, then the amount paid for that shorter period). If no fees were paid (for example, during a free trial or an unpaid consulting chat), our liability is capped at £100. This cap applies to all causes of action combined, so it is the maximum you can recover in total from us for all claims.

Where we have liability to you and you have liability to us, and both arose from the same event or series of events, each party’s liability will be subject to the above cap and principles (so, for instance, one party cannot claim more than the cap even if the other party’s claims are lesser).

Unlimited Liability (No Limit): Nothing in these Terms will limit or exclude liability for: (a) death or personal injury caused by a party’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law. We also do not limit your rights (if any) under the statutory consumer protection laws; however, as noted, you confirm you are not dealing as a consumer in this contract.

Fairness: Both parties agree that the limitations of liability in this section are reasonable given the nature of the services and fees (which are not high enough to assume unlimited risk). You acknowledge that we cannot control many aspects of online platforms and audience behaviour, and that this limitation of liability is a fair allocation of risk between us. If you require a higher liability cap, we can discuss adjusting our fees accordingly, but absent a different written agreement, the cap above applies.

If you are ever in a situation where you believe we have failed in our obligations, we encourage you to notify us and allow us an opportunity to make it right. Our goal is to satisfy our clients. Any legal claim, however, must be brought within one year of the cause of action accruing, or it will be deemed waived (to the extent permitted by law).

11. Indemnification

You agree to indemnify, defend, and hold harmless Crimson Social and our directors, officers, employees, contractors, and agents (the “Indemnified Parties”) from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) that arise out of or relate to:

Your Materials or Instructions: Any claim that content, data, or materials you provided to us (or directed us to use) infringes someone’s intellectual property rights, violates their privacy or other rights, or is defamatory or otherwise illegal. For example, if you give us a photograph to post and it turns out you didn’t have permission from the photographer, and the photographer sues us, you will indemnify us for that claim. Similarly, if you insist we run an advertisement that violates housing discrimination laws and a regulator or individual brings a claim, you would cover us.
Your Breach: Your breach of any of these Terms or the incorporated policies, or your violation of any applicable law or regulation in connection with our services. This includes any fines or penalties imposed due to your failure to comply with data protection laws or advertising laws that apply to you. (For instance, if you collect lead data through a campaign and misuse it in violation of GDPR, and we as your processor get implicated, you’d indemnify us.)
Your Misuse of Services: Any misuse of the services by you, including use of the services for unlawful purposes or posting of content that results in legal action. Also, any act or omission by you in your use of third-party platforms that causes a claim (e.g. if your employee’s actions on your Facebook page result in a lawsuit, that’s not on us).

This indemnity means you will reimburse the Indemnified Parties for any costs and liabilities (including reasonable lawyers’ fees) arising from such claims. We will: (a) promptly notify you of any claim (provided that failure to notify immediately won’t relieve your obligations unless you are materially prejudiced by the delay); (b) allow you to control the defence and settlement of the claim, as long as you do so diligently and the settlement does not impose non-monetary obligations on us or acknowledge fault of us without our consent; and (c) cooperate with you (at your expense) in the defence. We reserve the right to participate in the defence with counsel of our choice at our own expense.

This indemnity is for third-party claims. It does not require you to indemnify us for direct disputes between you and us (those would be handled as claims for breach of contract). Likewise, we are not indemnifying you for third-party claims, except that we will be responsible for third-party claims to the extent caused by our own infringement of third-party IP in content we independently create for you (if that occurs, that would be our breach of this contract). In such case, you would have rights against us under breach of contract or applicable law. But generally, our liability to third parties in providing the services to you is minimal since you are the publisher/advertiser.

Your indemnification obligations will survive termination of the agreement.

12. Governing Law and Dispute Resolution

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by the laws of England and Wales (UK law). Both you and we agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from these Terms or the services. By exclusive jurisdiction, we mean that if a dispute goes to court, it shall be filed in a court located in England or Wales (typically, in London unless the parties agree otherwise), and not in any other country’s courts.

If you are based in Scotland or Northern Ireland, you may have the right to bring an action in your local courts under consumer protection rules, but as a business client you generally will be expected to litigate in England/Wales. We each irrevocably consent to the jurisdiction of such courts and waive any objections based on forum convenience, etc.

Before resorting to litigation, we both agree to attempt in good faith to resolve any dispute informally. If any dispute arises, one party will notify the other in writing of the issue, and representatives of each party will meet (or teleconference) within 10 business days to seek an amicable resolution. If we cannot resolve the dispute within 30 days of the initial dispute notice, either party may pursue formal legal remedies. Nothing in this clause prevents either of us from seeking immediate injunctive relief in court if necessary to prevent serious irreparable harm (for example, misuse of intellectual property or confidential information).

13. Changes to These Terms

We may update or modify these Terms from time to time, for example to reflect changes in our services, legal requirements, or business practices. If we make material changes, we will notify you by posting the updated Terms on our website (and/or by email, if appropriate) with a new “Last Updated” date. Any such changes will not retroactively affect services already under contract, but will apply to new or renewal services. For ongoing month-to-month services, the updated Terms will become effective 30 days after posting, and your continued use of the services after that will constitute acceptance of the new Terms. If you do not agree to a change, you may terminate the services by providing notice within that 30-day period. We encourage you to review our Terms periodically to stay informed of any updates.

For minor or clarifying changes that do not substantially alter your rights, we may update the Terms immediately by posting, and continued use of services constitutes acceptance.

No amendment or modification to these Terms will be binding unless made in accordance with this clause or explicitly agreed in writing between you and us.

14. Miscellaneous Provisions

Entire Agreement: These Terms, along with any Order Form, proposal, or Service Agreement we provide (and any documents incorporated by reference, such as the Privacy Policy, Cookie Policy, and platform terms), constitute the entire agreement between you and Crimson Social regarding the services. They supersede all prior discussions, understandings, or agreements (whether oral or written) relating to the subject matter. Each party acknowledges that in entering this agreement, it does not rely on any statement or representation not expressly included in the agreement. However, nothing in this clause limits liability for fraudulent misrepresentation.

Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect. If a provision is invalid in part or in certain circumstances, it will remain valid in other parts or circumstances. The parties shall endeavour in good faith to replace an invalid provision with a valid one that, to the extent possible, achieves the original business purpose.

No Waiver: If either party fails to enforce any right or provision of these Terms, that shall not constitute a waiver of future enforcement of that right or provision. Similarly, a waiver of one breach or default shall not be a waiver of any subsequent breach or default. Any waiver must be in writing and signed by the waiving party to be effective.

Assignment: You may not assign or transfer this agreement or any of your rights or obligations under it without our prior written consent (which we will not unreasonably withhold). We may assign or transfer our rights and obligations under this agreement to a successor entity in the event of a merger, acquisition, or sale of our business or assets, or to any affiliate that is capable of performing our obligations, provided that doing so does not reduce the guarantees provided to you. We will notify you if such an assignment occurs. Subject to the foregoing, this agreement will bind and benefit the parties, their successors, and permitted assigns.

No Partnership or Employment: The relationship between you and us is that of independent contractors. Nothing in these Terms is intended to, or shall be deemed to, create any partnership, joint venture, agency, or employment relationship between us. Neither party has authority to bind the other in any way. We may act as your “agent” in the context of placing ads (as an advertising agent) but this is only a label in industry terms; legally, we remain an independent service provider.

Third-Party Rights: A person who is not a party to this agreement (except for our permitted assignees, or indemnified parties as stated) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Notices: Official notices under this agreement should be sent via email or postal mail to the contacts below (see Contact Us). Notices will be deemed received: (a) if by email, on the day of sending if sent before 5pm UK time (or the next business day if sent after 5pm or on a non-business day), provided no bounce or error message is received; (b) if by UK post, two business days after mailing; or (c) if by international courier, when signed for. Routine communications (like project updates) can be via email to your known contact and do not require formal notice procedures.

Headings: Section headings in this document are for convenience and readability only and do not affect interpretation. In case of any ambiguity in these Terms, they shall not be construed against the drafter.

Both parties represent that they have had the opportunity to review and negotiate these Terms, and agree that these Terms shall not be construed in favour of or against either party by virtue of authorship.

15. Contact Us (Company Information)

If you have any questions about these Terms, or need to contact us for any reason, please reach out to us:

Crimson Social Marketing Ltd (trading as Crimson Social)

Email: dpo@crimsonsocial.co.uk (Data Protection Officer & General Inquiries)

Registered Business Address: 167-169 Great Portland Street, Fifth Floor, London, Greater London, England, W1W 5PF

Company Number: (If applicable, insert registered company number)

Telephone: +44 (0)7415 498670 (as listed on our website)

Our Data Protection Officer can be contacted at the above email for privacy-related matters, and general contract or service inquiries can be sent there as well.

By using our services, you confirm that you have read and agree to these Terms of Service. We appreciate your trust in Crimson Social and look forward to helping you enhance your property marketing. If you have any concerns about these terms or any aspect of our services, please contact us – open communication is key to a successful partnership.