Terms and conditions
Catalyst Performance Ltd | Company No. 13632394
151 Walworth Road, London, Greater London, England, SE17 1RS
Last updated: 1 June 2025
1. Introduction
These Terms and Conditions ("Terms") govern your access to and use of the services provided by Catalyst Performance Ltd ("we", "us", "our", "the Company"), a company registered in England and Wales under company number 13632394, with registered office at 151 Walworth Road, London, Greater London, England, SE17 1RS.
By engaging our services, accessing our website, or entering into a contract with us, you agree to be bound by these Terms. Please read them carefully before proceeding. If you do not agree to these Terms, you must not use our services.
These Terms are governed by and construed in accordance with the laws of England and Wales, and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
2. Definitions
In these Terms, the following definitions apply:
- "Client", "you" or "your" means the individual, company or organisation that engages the Company for services.
- "Services" means the digital marketing, paid media, performance advertising, creative strategy, consultancy and any related services provided by the Company as detailed in a Statement of Work or proposal.
- "Statement of Work" or "SOW" means any written agreement, proposal or order form setting out the specific Services, deliverables, timelines, and fees agreed between the parties.
- "Deliverables" means any work product, creative assets, reports, strategies, or other output produced by the Company under a SOW.
- "Intellectual Property Rights" means all patents, rights to inventions, copyright, trademarks, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, and including all applications for the same.
- "Confidential Information" means any non-public information disclosed by either party in connection with the Services.
3. Engagement and Scope of Services
3.1 The Company will provide Services as agreed in a signed SOW or written proposal. Each SOW forms a separate contract, subject to these Terms. In the event of any conflict, the SOW shall take precedence.
3.2 We will use reasonable skill and care in providing the Services. However, you acknowledge that digital marketing outcomes (including ad performance, revenue, and return on ad spend) cannot be guaranteed, as they depend on factors outside our control including platform algorithms, market conditions, and client actions.
3.3 Any timelines or milestones set out in a SOW are estimates only unless expressly stated as firm commitments. We will notify you promptly of any material delays.
3.4 You agree to provide us with timely access to all information, approvals, assets, platform access (including advertising accounts and analytics tools), and personnel reasonably required for us to perform the Services. Delays caused by your failure to cooperate may result in revised timelines or additional fees.
4. Fees and Payment
4.1 Fees for Services are set out in the applicable SOW or invoice. All fees are stated exclusive of VAT, which will be added where applicable at the prevailing rate.
4.2 Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date. Payment must be made in pounds sterling (GBP) by bank transfer to the account details specified on the invoice.
4.3 If you fail to make payment by the due date, we reserve the right to:
- charge statutory interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998;
- suspend the Services until payment is received in full; and/or
- recover reasonable debt recovery costs.
4.4 All fees are non-refundable unless otherwise expressly agreed in writing or required by law.
4.5 Ad spend budgets paid by you directly to advertising platforms (e.g., Meta, Google) are separate from our service fees and are subject to those platforms' own terms.
5. Intellectual Property
5.1 Subject to full payment of all applicable fees, we assign to you all Intellectual Property Rights in Deliverables specifically created for you under a SOW, to the extent that such rights are capable of assignment.
5.2 We retain ownership of all pre-existing materials, methodologies, tools, frameworks, know-how, and any generic or reusable elements developed independently of your engagement ("Background IP"). We grant you a non-exclusive, royalty-free licence to use any Background IP incorporated into your Deliverables solely for your internal business purposes.
5.3 You grant us a royalty-free licence to use your brand assets, content, and materials solely to the extent required to perform the Services. We will not use your materials for any other purpose without your prior written consent.
5.4 We may reference your company name and display results achieved (in anonymised or agreed format) as part of our portfolio, case studies, or marketing materials, unless you notify us in writing that you object.
6. Confidentiality
6.1 Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law or regulation.
6.2 Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party.
6.3 These confidentiality obligations shall survive termination of the agreement for a period of three (3) years.
7. Warranties and Representations
7.1 Each party warrants that it has the authority to enter into and perform these Terms.
7.2 You warrant that any content, materials, or information you provide to us does not infringe the Intellectual Property Rights of any third party and complies with all applicable laws, including advertising standards and consumer protection legislation.
7.3 We warrant that the Services will be performed with reasonable skill and care by appropriately qualified personnel.
7.4 Except as expressly stated in these Terms, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8. Limitation of Liability
8.1 Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, the Company's total aggregate liability to you in contract, tort (including negligence), breach of statutory duty, or otherwise arising in connection with these Terms shall not exceed the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.
8.3 We shall not be liable for any: (a) loss of profits; (b) loss of revenue or anticipated savings; (c) loss of business or contracts; (d) loss of data; (e) loss of goodwill; or (f) indirect, special, or consequential losses, in each case whether arising in contract, tort, or otherwise, even if foreseeable.
8.4 We accept no liability for the performance, policies, or actions of any third-party platforms (including Meta, Google, TikTok or other advertising networks) or any changes to their algorithms, targeting capabilities, or policies.
9. Termination
9.1 Either party may terminate the engagement by giving written notice as specified in the applicable SOW. Where no notice period is specified, a minimum of 30 days' written notice is required.
9.2 Either party may terminate the agreement immediately by written notice if the other party:
- commits a material breach of these Terms that is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice;
- becomes insolvent, enters administration or liquidation, or makes any arrangement with creditors; or
- ceases or threatens to cease to carry on business.
9.3 On termination: (a) all outstanding invoices become immediately due and payable; (b) each party shall return or destroy the other's Confidential Information on request; and (c) any licences granted under these Terms shall cease except where Deliverables have been fully paid for.
10. Data Protection
10.1 Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in relation to any personal data processed in connection with the Services.
10.2 Where we process personal data on your behalf as a data processor, we will do so only on your documented instructions, and will implement appropriate technical and organisational measures to protect such data.
10.3 A separate Data Processing Agreement may be required for certain engagements. Our Privacy Policy, available on our website, sets out how we collect and process personal data in our own right.
11. Force Majeure
Neither party shall be in breach of these Terms, nor liable for any failure or delay in performance of its obligations, to the extent that such failure or delay results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, pandemics, governmental actions, or failures of third-party platforms or utilities.
12. Anti-Bribery and Ethics
Both parties shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010, and shall not engage in any conduct that would constitute an offence under such legislation.
13. Entire Agreement
These Terms, together with any applicable SOW, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations, and understandings. No variation shall be effective unless agreed in writing and signed by an authorised representative of each party.
14. Severance
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
15. No Waiver
Failure by either party to exercise or enforce any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
16. Notices
All notices under these Terms must be in writing and delivered by email (with read receipt or acknowledgement) or by post to the registered address of the relevant party. Notices to Catalyst Performance Ltd should be addressed to 151 Walworth Road, London, Greater London, England, SE17 1RS.
17. Governing Law and Jurisdiction
These Terms are governed by the laws of England and Wales. Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.
Catalyst Performance Ltd | Company No. 13632394 | 151 Walworth Road, London, Greater London, England, SE17 1RS