Terms and Conditions

IF Agency Limited Last updated: April 2026

Please note: These terms and conditions, along with our Privacy Policy and Cookie Policy, govern your relationship with IF Agency Limited. Please read them carefully before engaging our services. By accepting a Quotation or allowing us to commence work, you agree to be bound by these terms.

1. About Us

IF Agency Limited ("IF.", "we", "us", "our") is a company incorporated in England and Wales.

• Company number: 05223018
• Registered and trading address: The Courthouse, 9 Grafton St, Altrincham, Cheshire, WA14 1DU
• Email: hello@ifagency.com
• Phone: +44 (0)161 926 3200

2. Interpretation

The following definitions apply throughout these Conditions:

• Client: The person, firm, or company who purchases Services from IF., as named in the Quotation.
• Client Material: All documents, information, and materials provided by the Client in connection with the Services, including copy, data, images, brand assets, reports, and specifications.
• Contract: The agreement between IF. and the Client, comprising the Quotation and these Conditions.
• Deliverables: All work product, documents, designs, digital content, programs, data, and materials created by IF. (or its agents or subcontractors) and delivered to the Client under the Contract.
• Document: Any document in any form, including written documents, drawings, designs, images, digital files, and data.
• Intellectual Property Rights: All patents, copyright, trademarks, service marks, design rights, domain names, database rights, trade secrets, know-how, moral rights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• Pre-existing Materials: Any materials, tools, methodologies, or intellectual property owned by IF. that existed prior to or independently of the Contract.
• Quotation: The written proposal or estimate setting out the scope, cost, and timescales for the Services.
• Services: The brand, creative, digital, content, or marketing services to be provided by IF. as described in the Quotation.

These Conditions shall take precedence over any terms and conditions offered by or on behalf of the Client, or implied by trade custom or course of dealing, unless expressly agreed otherwise in writing by IF.

3. Formation of Contract

3.1 A Contract is formed, and these Conditions apply, on the earlier of:

• written acceptance of a Quotation by the Client; or
• the Client permitting or requesting IF. to commence work.

3.2 Any Quotation is valid for 14 days from its date unless otherwise stated. IF. reserves the right to withdraw or amend a Quotation at any time before acceptance.

3.3 No variation to these Conditions shall be binding unless agreed in writing and signed by an authorised representative of both parties.

4. IF.'s Obligations

4.1 IF. shall use reasonable skill and care to provide the Services and deliver the Deliverables substantially in accordance with the Quotation.

4.2 IF. shall use reasonable endeavours to meet any performance dates agreed in writing, but all dates and timescales are estimates only. Time shall not be of the essence unless expressly agreed in writing by IF.

4.3 Timescales are contingent on the Client fulfilling its obligations under Condition 5 in a timely manner. IF. accepts no responsibility for delays caused by the Client's failure to provide required approvals, materials, or instructions.

5. Client's Obligations

5.1 The Client shall:

• cooperate with IF. in all matters relating to the Services and provide a nominated point of contact with sufficient authority to give instructions and approvals;
• provide all Client Material and information reasonably required by IF. in a timely manner, and ensure such information is accurate and complete;
• ensure it owns or has the right to use all Client Material provided to IF., and that IF.'s use of it will not infringe any third party rights;
• obtain all necessary consents, licences, and permissions required for IF. to perform the Services;
• review and approve (or provide feedback on) Deliverables promptly and within any timescales agreed;
• notify IF. immediately of any changes to brief, scope, or requirements.

5.2 The Client acknowledges that delays in supplying Client Material, approvals, or instructions may affect delivery timescales and may result in revised timelines and/or additional charges, for which IF. shall not be liable.

5.3 The Client shall indemnify IF. against all costs, claims, losses, and liabilities arising directly or indirectly from:

• the Client's failure to perform its obligations under the Contract;
• any inaccuracy, incompleteness, or third-party rights infringement in Client Material;
• the Client's use of the Deliverables in a manner not approved or anticipated by IF.

6. Approval, Revisions, and Scope

6.1 Quotations include a specified number of revision rounds. Requests for amendments beyond the agreed scope will be treated as additional work and charged at IF.'s standard day rates, with a revised cost agreed in writing before work commences.

6.2 Once a Deliverable has been approved in writing by the Client, it will be deemed final. IF. accepts no liability for errors or omissions identified after written approval has been given.

6.3 Where the Client requests changes to the agreed scope, brief, or timescales after the Contract has commenced, IF. reserves the right to issue a revised Quotation. No additional work will begin until the revised Quotation has been accepted.

6.4 IF. does not accept verbal instructions for changes to scope. All amendments must be confirmed in writing.

7. Charges, Expenses, and Payment

7.1 The Client shall pay the charges set out in the Quotation in accordance with this Condition 7.

7.2 Unless otherwise agreed in writing, 50% of the total project fee is payable before work commences. The remaining balance is payable on completion or delivery, or in accordance with any payment schedule set out in the Quotation.

7.3 All invoices are payable within 30 days of the invoice date. Late payments will incur statutory interest at 8% above the Bank of England base rate, and IF. reserves the right to recover reasonable debt recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7.4 IF. reserves the right to suspend work on any project where invoices remain unpaid beyond their due date. IF. will not be liable for any delays or losses arising from such suspension.

7.5 Ownership of Deliverables shall not pass to the Client until all invoices under the Contract have been paid in full.

7.6 All charges are exclusive of VAT, which will be charged at the prevailing rate where applicable.

7.7 Expenses and third-party costs: Where the Services require IF. to incur expenses on the Client's behalf (including but not limited to photography, illustration, printing, media buying, software licences, stock imagery, or external production costs), these will be charged to the Client at cost plus a handling fee, unless included in the Quotation. IF. will seek approval for significant third-party expenditure before committing.

8. Intellectual Property Rights

8.1 All Intellectual Property Rights in Pre-existing Materials remain the property of IF. The Client is granted a non-exclusive licence to use Pre-existing Materials only as part of the final Deliverables and for the purpose set out in the Quotation.

8.2 Subject to full payment of all charges due, IF. assigns to the Client ownership of the Intellectual Property Rights in the Deliverables created specifically for the Client under the Contract, excluding any Pre-existing Materials embedded within them.

8.3 IF. retains the right to use images, descriptions, and details of completed Deliverables in its portfolio, case studies, pitches, and marketing materials, unless the Client has notified IF. in writing that specific work is confidential. Where possible, IF. will seek the Client's permission before publishing case study material.

8.4 The Client warrants that all Client Material supplied to IF. is owned by the Client or that the Client has all necessary rights and permissions for IF. to use it. The Client shall indemnify IF. against any claims arising from a breach of this warranty.

9. Font Licensing

9.1 Where IF. specifies or uses commercial fonts as part of the Deliverables, IF. will advise the Client of any licensing requirements.

9.2 It is the Client's responsibility to procure and maintain appropriate font licences for their intended use (including web, print, app, and broadcast, as applicable). IF. will assist the Client in identifying licensing requirements but does not accept responsibility for ensuring ongoing compliance with third-party font licence agreements.

9.3 IF. will not knowingly use fonts in Deliverables for which the Client does not have or cannot obtain a suitable licence.

10. Naming and Trade Mark Services

10.1 Where IF. provides creative naming services, it does so on the basis of creative and strategic judgment only. IF. does not conduct trade mark searches or provide legal advice on the registrability or availability of any name.

10.2 It is the Client's sole responsibility to commission appropriate trade mark searches and legal advice before adopting any name commercially. IF. accepts no liability for any trade mark conflicts, infringement claims, or losses arising from the Client's use of a name developed by IF.

11. Digital Marketing, SEO, PPC, and Paid Social

11.1 Where IF. provides digital marketing services, including SEO, PPC, paid social, or other performance marketing activities, the specific scope will be set out in the Quotation.

11.2 IF. will use reasonable endeavours to improve search engine rankings, ad performance, and digital visibility on behalf of the Client, but gives no guarantee as to specific rankings, traffic levels, conversion rates, or commercial outcomes. Search engine algorithms and advertising platforms are operated by third parties and are subject to change.

11.3 Where IF. manages advertising budgets on behalf of the Client, media spend will be invoiced in addition to management fees unless included in the Quotation. The Client is responsible for funding all media budgets and acknowledges that media costs are payable to third-party platforms and are non-refundable by IF.

11.4 The Client acknowledges that access to third-party platforms (including Google Ads, Meta Business Manager, and TikTok Ads Manager) may be required. The Client agrees to grant IF. appropriate access and to maintain valid payment methods with those platforms.

12. TikTok Shop and Social Commerce Services

12.1 Where IF. provides TikTok Shop management, TikTok LIVE commerce, affiliate programme management, or related social commerce services ("TikTok Shop Services"), such services are subject to the applicable platform terms of service operated by TikTok/ByteDance, which are outside IF.'s control and subject to change.

12.2 IF. does not guarantee specific sales volumes, GMV figures, follower growth, or other commercial outcomes from TikTok Shop Services. Results will vary depending on product category, pricing, content quality, market conditions, and platform algorithm changes.

12.3 The Client warrants that all products listed or sold through TikTok Shop comply with applicable laws and regulations, including consumer protection, product safety, and advertising standards. The Client accepts full responsibility for product compliance and any claims arising from consumers.

12.4 Where IF. engages creators, affiliates, or influencers on the Client's behalf, IF. will manage such relationships in accordance with applicable ASA guidelines and TikTok's platform policies. The Client acknowledges that results from creator and affiliate activity are not guaranteed.

12.5 Any affiliate commissions, creator fees, or platform costs incurred on the Client's behalf will be charged at cost or as agreed in the Quotation.

13. Content Creation and Social Media Management

13.1 Where IF. creates content for the Client's social media channels or other digital platforms, the Client grants IF. permission to access and post to those channels as agreed in the Quotation.

13.2 The Client retains responsibility for all content published on its channels, including any content created by IF. on its behalf. IF. will seek approval before publishing unless otherwise agreed in writing.

13.3 Where IF. manages social media channels on an ongoing basis, either party may terminate that specific service on 30 days' written notice, without affecting the remainder of the Contract.

13.4 IF. is not responsible for comments, reviews, or user-generated content posted to the Client's channels by third parties.

14. Confidentiality

14.1 Each party agrees to keep confidential all information of a proprietary or sensitive nature received from the other party in connection with the Contract, and not to disclose such information to any third party without prior written consent.

14.2 This obligation of confidentiality does not apply to information that:

• is or becomes publicly available through no fault of the receiving party;
• was already known to the receiving party prior to disclosure;
• is independently developed by the receiving party without reference to the confidential information; or
• is required to be disclosed by law or court order.

14.3 IF.'s obligation of confidentiality does not prevent IF. from referring to the Client as a client, or from using completed work in its portfolio (subject to Condition 8.3), unless the Client has designated specific information as confidential in writing.

15. Data Protection

15.1 Each party shall comply with its respective obligations under applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

15.2 Where IF. processes personal data on behalf of the Client in the course of providing the Services, the parties will enter into a Data Processing Agreement as required by UK GDPR. IF.'s Privacy Policy, available at ifagency.co.uk/privacy-policy, sets out how IF. processes personal data.

15.3 The Client warrants that any personal data it provides to IF. has been collected lawfully and that the Client has the right to share it with IF. for the purposes set out in the Contract.

16. Limitation of Liability

16.1 Nothing in these Conditions limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

16.2 Subject to Condition 16.1, IF.'s total aggregate liability to the Client under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to IF. under the relevant Contract in the 12 months preceding the claim.

16.3 IF. shall not be liable for any:

• loss of profits, revenue, or anticipated savings;
• loss of business or contracts;
• loss of reputation or goodwill;
• loss of data;
• indirect or consequential loss;

whether or not such losses were foreseeable or IF. had been advised of their possibility.

16.4 All implied warranties, conditions, and terms (other than those that cannot be excluded by law) are excluded to the fullest extent permitted by law.

17. Termination

17.1 Either party may terminate the Contract by giving the other no less than 4 weeks' written notice.

17.2 IF. may suspend or terminate the Contract immediately on written notice if the Client:

• fails to pay any invoice by its due date and does not remedy that failure within 7 days of written notice;
• becomes insolvent, enters administration, or is subject to winding-up proceedings;
• materially breaches any provision of these Conditions and fails to remedy such breach within 14 days of written notice.

17.3 On termination:

• the Client shall pay all charges due for work completed up to the termination date, including any non-cancellable third-party costs incurred by IF. on the Client's behalf;
• IF. shall return or, at the Client's request, destroy any Client Material in its possession;
• ownership of Deliverables for which full payment has been received shall pass to the Client; work in progress for which full payment has not been received shall remain the property of IF.

17.4 Termination shall not affect any accrued rights or liabilities of either party.

18. Force Majeure

18.1 IF. shall not be liable for any failure or delay in performing its obligations under the Contract where such failure or delay results from events beyond IF.'s reasonable control, including but not limited to acts of God, pandemic, government action, power outages, internet or platform outages, or industrial disputes affecting third parties.

18.2 IF. will notify the Client as soon as reasonably practicable if a force majeure event occurs, and will use reasonable endeavours to mitigate its effects.

19. General

19.1 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, representations, and agreements between them relating to its subject matter.

19.2 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy, nor shall it preclude any further exercise of it.

19.3 Severance. If any provision of these Conditions is found by a court to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

19.4 Assignment. The Client may not assign or transfer any of its rights or obligations under the Contract without IF.'s prior written consent. IF. may sub-contract any part of the Services without notice, provided IF. remains responsible for the overall delivery.

19.5 Third party rights. Nothing in these Conditions is intended to confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

19.6 Notices. Any notice required under the Contract shall be in writing and delivered by email (with confirmation of receipt) or first-class post to the addresses set out in the Contract.

19.7 Governing law and jurisdiction. These Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

IF Agency Limited is incorporated in England and Wales. Company number: 05223018. Registered office: The Courthouse, 9 Grafton St, Altrincham, Cheshire, WA14 1DU.

Legal notice: This document has been prepared for general guidance purposes. IF Agency recommends having these terms reviewed by a qualified solicitor before publishing, particularly in relation to your specific service mix and current UK consumer and commercial law requirements.