trade group services terms

2.2 You agree to pay the full contract value regardless of usage or results.

3.2 All payments, including the Initial Payment, are non-refundable.

3.3 You must ensure funds are available for each scheduled payment.

3.4 Agreements with finance providers do not replace or cancel your obligations under this contract.

4.2 Cancelling or reversing payments with a finance provider does not cancel this contract.

4.3 We may take appropriate steps if finance arrangements are interrupted.

5.1 We understand that delays can happen. If a payment is missed, we will always try to contact you and work with you to get things back on track. If any payment is more than 7 days overdue, reasonable late fees may apply, and we will always notify you in advance.

5.2 If any payment is more than 30 days overdue, the remaining balance for the full contract term may become payable. We will always discuss the available options with you.

5.4 Access to the services may be temporarily paused until payments are brought up to date.

5.5 Payment Support Plans:

• If needed, we can explore temporary payment arrangements.
• Support plans are discretionary
• Interest may apply on extended schedules
• Support arrangements do not reduce or cancel the contract value
• We aim to support all clients who communicate proactively.

6.1 Trade Mastermind may pause or terminate access if you:

• Fail to pay
• Breach these Terms
• Misuse intellectual property
• Behave abusively
• Violate system rules

6.2 Termination does not cancel your obligation to pay the full contract value.

7.1 Upon enrolment, you receive substantial value upfront, including digital assets, templates, strategy materials, and customised onboarding. These elements represent the majority of the service’s overall value.

7.2 Trade Mastermind allocates 70% of the contract value to initial delivery and onboarding, with the remaining 30% tied to ongoing maintenance.

7.3 Monthly payments exist for convenience and do not reflect value delivery timing.

8.2 No ownership, perpetual rights, guaranteed availability, or vested rights in any platform, system, programme, CRM, website, content, materials, or services are granted to the Client at any time, whether during or after the term of engagement.

8.3 All programmes, platforms, systems, including any website and CRM, content and delivery mechanisms remain under the sole control, ownership, and management of Trade Mastermind Ltd at all times.

9.2 Temporary outages, maintenance, upgrades, system changes or access limitations shall not constitute a breach of this Agreement and do not give rise to cancellation or refund rights.

Do not share login details or misuse systems, tools or content.

11.2 Licence of work created by TGS: you agree to give us a permanent licence of work created on behalf of your business for us to use for academic, research and publication purposes, as well as submitting the work to external moderators or other third parties. We will always ensure that you are appropriately referenced as the receipt of the service.

Such monitoring does not reduce the Client’s obligations under confidentiality, conduct, or system rules.

14.2 Any disruption caused by third-party platforms shall not relieve the Client of payment obligations under this Agreement.

(a) misuse of the Programme, systems or materials;
(b) breach of these Terms;
(c) unauthorised use or disclosure of intellectual property;
(d) unlawful or improper conduct by the Client.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, industrial action, government restrictions, changes in law, public health emergencies, pandemics, epidemics, lockdowns, natural disasters, or failure of utilities or transport networks (“Force Majeure Event”).

Where a Force Majeure Event prevents or restricts the delivery of any in-person services, training, or sessions, Trade Mastermind Ltd reserves the right to continue delivery of the Services in an alternative format, including but not limited to virtual delivery, online training, recorded sessions, or paused delivery until such time that the delivery may safely and efficiently resume on behalf of the client.

For the avoidance of doubt, the occurrence of a Force Majeure Event shall not relieve the Client of their obligation to pay any fees due under this Agreement, and all payments shall remain due and payable in full and on time, regardless of whether delivery continues in-person, virtually, online, or is temporarily disrupted.

No Force Majeure Event shall constitute grounds for suspension, reduction, withholding or cancellation of payments due under this Agreement.

15.3 The Provider shall not be liable for any indirect, consequential, incidental, special, or punitive losses including, without limitation, loss of profit, data, revenue, goodwill, or anticipated savings.

You may cancel within 7 days of signing the Order Form if:

• You request cancellation in writing within 7 days by sending your request to customerservice@trademastermind.co.uk
• You complete a mandatory exit questionnaire
• You attend the mandatory exit video interview
• Failure to attend the exit interview voids cancellation.

After 7 days, the contract becomes non-cancellable.

17.2 No ongoing access, duplication, export or continued use of Trade Mastermind intellectual property is permitted following termination, save where expressly authorised.

17.3 Unless otherwise agreed in writing, all Intellectual Property Rights, including but not limited to source code, data connections, AI integrations, CRM configurations, scripts, and design assets created by the Provider, shall remain the sole and exclusive property of the Provider until full payment of all fees due under this Agreement has been received.

17.4 Upon full and final payment, the Provider grants the Client a non-exclusive, non-transferable, revocable licence to use the website, CRM, and integrated systems solely for the Client’s internal business purposes.

17.5 All proprietary Trade Digital AI systems, AI models, templates, methodologies, workflows, website and CRM integration frameworks remain the Provider’s exclusive property at all times and may not be copied, sublicensed, transferred, or reverse-engineered without the Provider’s prior written consent.

18.2 To prevent automatic renewal into the next year, the Client must provide written notice of cancellation during the eleventh (11th) or twelfth (12th) month of the then-current Services term, giving not less than thirty (30) days’ notice prior to the renewal date.

18.3 Failure to provide valid notice within this period shall result in the Client being automatically enrolled into the next 12-months term, and all associated fees shall become due and payable.

Cancellation requests made outside of the notice window shall not prevent renewal and shall take effect only at the end of the subsequent contract term.

19.1 Scope of Services

19.1.1 The Provider agrees to provide the following Services to the Client under the Trade Digital AI brand:

a) Digital marketing and paid advertising services, including but not limited to:
a. Facebook, Instagram (META) advertisements.
b. Google Ads (PPC);
b) Integration and configuration of the Trade Digital AI CRM system;
c) AI automation and integrations connected to the website and CRM.

The scope may be amended by mutual written consent of both Parties via an addendum or updated work order.

19.1.2 Services Included

Trade Digital includes the provision and management of Meta Ads and Google Ads services only. As part of the service, the Provider shall also provide website hosting and basic search engine optimisation (SEO) support.

19.1.3 Services Excluded

Unless expressly agreed in writing, Trade Digital does not include:

a) LinkedIn Ads;
b) AI agents or AI automation services;
c) blog writing, blog management, or blog content creation; or
d) any guaranteed results, including guaranteed leads, sales, return on ad spend, rankings, traffic volumes, or other performance metrics.

19.1.4 Setup Period: A 4-week setup period shall apply prior to campaign launch. During this period, the Provider shall undertake onboarding, account configuration, campaign planning, tracking setup, creative preparation, and such other preparatory work as is reasonably required to commence advertising activity.

19.1.5 Cancellation and Refunds: The Client may cancel the service within 7 days of entering into the Agreement only where no work has yet started. Where the Provider has commenced any setup, onboarding, strategy, account preparation, technical implementation, or related work, the setup fees shall become non-refundable in full.

19.2. No Performance Guarantee

The Client acknowledges that advertising outcomes depend on multiple factors outside the Provider’s control, including market conditions, competition, budget, website performance, audience behaviour, and third-party platform algorithms. Accordingly, the Provider does not warrant or guarantee any particular level of performance or result.

19.3. Paid Advertising Terms

• All advertising budgets are funded directly by the Client.
• Performance is subject to platform algorithms, market conditions, and Client responsiveness.
• Any additional advertising channels requested by the Client shall require written approval and may incur additional charges.

19.4 Integration and configuration of the Trade Digital AI CRM system: AI automation and integrations connected to the website, ad campaigns within platforms and CRM.

19.5 Performance Standards:

19.5.1 The Provider shall use reasonable endeavours to ensure:

• Website uptime of not less than 99.5% per calendar month (excluding scheduled
• maintenance).
• Response to technical support requests within two (2) business days.
• Delivery of campaign reports within agreed timelines.

19.5.2 Maintenance & Downtime: Planned maintenance windows shall be notified to the Client with at least 48 hours’ notice.

19.2.3 Client Responsibilities: The Client shall ensure timely provision of content, images, copy, and approvals required to execute campaigns. Any delays by the Client may result in adjusted timelines without penalty to the Provider.

19.5.4 Remedies: If service levels fall materially below the stated standards, the Client shall notify the Provider in writing, and the Provider shall use all reasonable efforts to correct such deficiencies promptly.

The Service includes the following:

• A 30-minute brainstorming session with the Creative Team
• Logo Design or Review & Rebrand of existing logo
• Custom Brochure Design
• Design of Business Cards

20.2 Client Responsibilities

• The Client agrees to provide all necessary content, including text and images within a 14 day period from the date this contract is signed, failure to do so will delay the progress of your brochure.
• The Client must ensure that all provided materials do not infringe on any third-party rights and comply with applicable laws.

20.3. Revisions

• Brochure and branding have three (3) design revisions included to ensure work is completed to the standard required. After these revision, no further work will take place. If additional work is required, the Client will be billed at an hourly rate of £50 + VAT.
• The copy within the artwork is Client’s responsibility to ensure that the copy provided is grammatically correct, the Provider will review the copy within the artwork but will not take any sole responsibility for the contents within the artwork.
• The Provider will not take responsibility for copy included outside of the structure used to build the brochure.
• The Provider has the right to sign off brochures, business cards and branding that haven’t received any further communication from the Client within a 3-week period of sending a revision for you to review. Communication after this period will invoke the £50 per hour rate plus vat and will be billed for each revision until signed off by the client.

20.4. Intellectual Property

• Upon full payment, the Client will own the final design files after signing off the final version. The Provider retains the right to use the designs for promotional purposes.
• The Provider retains the right to apply watermarks to artwork until sign off from the client to approve there are no further changes to the brochure.
• Any preliminary work, concepts, and unused designs remain the property of the Provider.

20.5. Confidentiality

Both parties agree to keep confidential any proprietary information received from the other party during the provision of the Service.

20.6. Limitation of Liability

• The Provider will not be liable for any indirect, incidental, or consequential damages arising out of or related to the provision of the Service.
• The Provider’s total liability under these Terms will not exceed the amount paid by the Client for the Service.

21.2 Monthly content plan and production cycle must be planned one month in advance. Revisions and approvals to Trade Social content plan and posting schedule are to be managed within the monthly posting window.

21.3 Trade Social service does not include replying to comments or direct messages on platforms, community management, trend-based reactive content, paid social media ads or boosted posts, targeted lead generation or services for non-trade businesses.

The Provider shall deliver the website, funnel, or other agreed digital asset described in the Statement of Work within twelve (12) weeks from the later of:

a) the Effective Date; and
b) the Client providing all required content, approvals, access credentials, branding assets, and other dependencies reasonably required for delivery.

22.2 Time-Critical Performance:

The parties acknowledge that the delivery timetable is material to this Agreement. Subject to clause 22.4 below, time shall be of the essence in respect of the Provider’s obligation to complete delivery within the 12-week period.

22.3 No Extension Without Escalation:

The 12-week delivery period shall not be extended except where:

a) the Client has caused delay, including by late provision of content, approvals, feedback, or access;
b) the parties agree in writing to a change in scope; or
c) the delay has been formally escalated and approved in writing by authorised representatives of both parties.

For the purposes of this clause, no verbal agreement, course of dealing, or informal correspondence shall constitute an approved extension.

22.4 Client Delays and Suspension of Time:

If the Client fails to provide any dependency, approval, decision, or feedback reasonably requested by the Provider within 3 Business Days of request (or such other period stated in the project plan), the Provider may suspend performance and the delivery period shall be extended by the period of delay together with any reasonable remobilisation time.

22.5 Design Iterations:

The price includes a maximum of two (2) design iterations. A “design iteration” means one consolidated round of Client feedback on a draft design submission, followed by one revised resubmission by the Provider. The Client shall provide all feedback for each iteration in a single, clear, consolidated response.

22.6 Additional Revisions and Scope Changes:

Any requested revision exceeding the two included design iterations, or any request that changes the agreed scope, sitemap, functionality, user journey, copy requirements, integrations, or design direction, shall constitute a variation and shall be subject to:

a) the Provider’s prior written approval;
b) additional fees at the Provider’s then-current rates or as otherwise agreed in writing; and
c) a corresponding adjustment to the delivery timetable where reasonably required.

22.7 Deemed Acceptance of Milestones:

If the Client does not reject a draft deliverable in writing, with reasonably detailed grounds, within 5 Business Days of submission, that draft deliverable shall be deemed approved for the purposes of progressing to the next project stage.

22.8 Hosting and Basic SEO:

Where hosting and basic SEO are included, these services are limited to standard hosting support and foundational SEO measures only. Unless otherwise agreed in writing, basic SEO does not include advanced technical SEO, ongoing content strategy, backlink acquisition, digital PR, or guaranteed ranking improvements.

22.9 Timeframe for SEO Services:

• The SEO services will commence within 14 days of the website launch date unless otherwise agreed in writing.
• Reporting will be provided on a monthly basis.
• Strategy reviews will occur every quarter.

23.1. These terms constitute the contract between the Provider and the Client for the Introduction of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.

23.2 The Client agrees to:

a) notify the Provider immediately of the terms of any offer of an Engagement that it makes to the Candidate;
b) notify the Provider immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Provider of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Provider

23.3 Replacement Policy

23.3.1. If the Candidate leaves or is terminated by the Client within the first month of employment, Trade Recruit will replace the candidate, the Client has a right to one replacement.

23.3.2. If a Candidate leaves or is terminated for any reason within three (3) months of their start date, Trade Recruit will provide a one-time replacement Candidate for the same position, subject to the following conditions:

a) The Client must notify Trade Recruit in writing within five (5) business days of the Candidate’s departure or termination.
b) The Client must respond to Trade Recruit’s communications regarding replacement Candidates within forty-eight (48) hours and schedule interviews within this timeframe. Failure to do so may result in forfeiture of the replacement guarantee.
c) The most recent placement must have occurred no more than three (3) months prior to the end of the relevant contract period.

23.4 Suitability Checks

The Provider endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:

a) ensure that it would not be detrimental to the interests of either the Client or the Candidate;
b) ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;
c) confirm that the Candidate is willing to work in the position;
d) Notwithstanding clause 23.4 the Client must satisfy itself as to the suitability of the Candidate for the position they are seeking to fill.

The Client is responsible for:

i. taking up any references provided by the Candidate before Engaging the Candidate;
ii. checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
iii. the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
iv. satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

23.5 To enable the Provider to comply with its obligations under clause 23.4 above the Client undertakes to provide to the Provider details of the position which the Client seeks to fill, including the following:

a) the type of work that the Candidate would be required to do;
b) the location and hours of work;
c) the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;
d) any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
e) the date the Client requires the Candidate to commence the Engagement;
f) the duration or likely duration of the Engagement;
g) the minimum rate of Remuneration, expenses and any other benefits that would be offered;
h) the intervals of payment of Remuneration; and
i) the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

23.6 Confidentiality And Data Protection:

23.6.1 All information relating to a Candidate is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times.

23.6.2 In addition, information relating to the Provider’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

23.7 Liability

23.7.1. The Provider shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Provider seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Provider to introduce any Candidate. For the avoidance of doubt, the Provider does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

23.7.2. The Client shall indemnify and keep indemnified the Agency against any Losses incurred by the Provider arising out of any non-compliance with the Data Protection Laws, and/or as a result of any breach of, these Terms by the Client.

24.1. Service Description:

TM CRM AI is provided as a hosted sales and marketing system designed to support lead capture, pipeline management, communications, automation, and related business activities. TM CRM AI is positioned strictly as a sales and marketing system and is not represented as a bespoke software development service, standalone AI product, legal service, financial service, or regulated advice platform.

24.2. Included Packages:

TM CRM AI is included at no additional onboarding charge where supplied as part of the TGS package or the Trade Digital package.

24.3. Standalone Subscription

Where TM CRM AI is purchased on a standalone basis or outside TGS or Trade Digital, the Client shall pay:

(a) the applicable monthly subscription fee; and
(b) the applicable onboarding fee in force at the date of order.

No access will be provisioned until all required initial fees have been paid in cleared funds.

24.4. Onboarding:

Where an onboarding fee applies, onboarding covers standard account setup, configuration, and activation reasonably required to make the system available for the Client’s use. Unless expressly stated otherwise in writing, onboarding does not include bespoke integrations, custom development, data cleansing, advanced migration work, or custom workflow engineering.

24.5. Support and Response Times

Support is provided during the Provider’s normal business hours. The Provider shall use reasonable endeavours to respond to support requests within 24 to 72 hours.

Response times are targets only and not guaranteed resolution times. The Provider does not warrant uninterrupted or error-free availability of the service.

24.6. Development Work

Any work requested by the Client outside the standard included scope of TM CRM AI, including bespoke configuration, customisation, automation changes, technical troubleshooting beyond standard support, or other development work, shall be charged at £100 per hour plus VAT where applicable.

Such work will only be undertaken subject to the Provider’s approval and may require additional lead time.

24.7. Third-Party Hosted System

The Client acknowledges that TM CRM AI is delivered through a third-party hosted software environment made available by the Provider on a reseller basis. The Provider may update, modify, replace, suspend, or remove features where reasonably necessary to reflect changes in the underlying software environment, security requirements, legal obligations, or service availability.

The Provider shall not be liable for any interruption, limitation, or feature change arising from the third-party infrastructure or software provider, except to the extent caused by the Provider’s own negligence or breach of contract.

24.8. Permitted Use

The Client shall use TM CRM AI only for lawful business sales and marketing purposes and in compliance with all applicable laws and regulations, including data protection, privacy, direct marketing, and electronic communications laws.

The Client is solely responsible for:

a) the lawfulness of its contact data;
b) all messages, campaigns, automations, and content sent through the system;
c) obtaining any necessary consents or permissions; and
d) its internal use of the platform by staff, contractors, or representatives.

24.9. No Guaranteed Outcomes

TM CRM AI is a software-enabled sales and marketing system only. The Provider does not guarantee any particular commercial outcome, including lead volume, conversion rate, sales revenue, appointment levels, marketing performance, or business growth.

24.10. Fees and Payment

All recurring subscription fees shall be payable monthly in advance unless otherwise agreed in writing.

If any fee remains unpaid beyond the due date, the Provider may suspend access to TM CRM AI until all outstanding amounts are paid in full.

24.11. Suspension and Termination

The Provider may suspend or restrict access to TM CRM AI where:

a) fees remain overdue;
b) the Client uses the system unlawfully or in breach of these terms;
c) the Client’s use creates security, legal, or reputational risk; or
d) suspension is reasonably required by the underlying software provider or hosting environment.

24.12. Data and Access

The Client is responsible for maintaining its own copies of key business data, contacts, campaign content, and records entered into or generated through TM CRM AI. Upon termination or expiry, access to the system may be removed and the Provider shall have no obligation to retain data beyond any period required by law or expressly agreed in writing.

24.13. Limitation of Scope

Unless expressly included in the Client’s package or agreed separately in writing, TM CRM AI does not include:

a) bespoke software development;
b) guaranteed support SLAs;
c) unlimited customisation;
d) advanced consultancy;
e) legal, compliance, or regulatory advice; or
f) ongoing managed marketing services.

24.14. Liability

Nothing in these terms shall exclude or limit liability for fraud, fraudulent misrepresentation, death, or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited under English law.

Subject to the foregoing, the Provider’s total liability arising out of or in connection with TM CRM AI shall be limited to the fees paid by the Client for TM CRM AI in the 12 months preceding the event giving rise to the claim.

The Provider shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings.

26.2 In the event of any inconsistency between sales materials, verbal representations, order forms, price schedules or summaries, these Terms shall prevail.

26.3 All automatic renewals, subscriptions and ongoing fees authorised under this Agreement constitute the Client’s express consent to recurring payments.

Email notices are deemed delivered.

English law applies.

Jurisdiction: England & Wales.

TGS – Trade Mastermind Ltd, Precision House, Bakewell Road, Peterborough, PE2 6XU

Tel: 03300587100

Email: customerservice@trademastermind.co.uk