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SMB Client Terms & Conditions of Agreement
Last updated: January 2026
The following definitions and rules of interpretation apply in these Conditions.
Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Client: The person, firm, or entity set out in the Order or any recipient of Services, including those requesting a proposal, activation, or pitch from Serotonin.
Client Materials: All documents, information, items, and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Serotonin in connection with the Services.
Charges: The charges payable by the Client for the supply of the Services in accordance with clause 3.
Commencement Date: As given in the Order.
Contract: The contract between Serotonin and the Client for the supply of Services, comprising the Order and these Conditions.
Deliverables: The deliverables set out in the Order (if any), and any other deliverables produced by Serotonin for the Client in carrying out the Services.
Order: The signed order form that sets out the Services to be provided, the Initial Term, the Charges, and any Deliverables. No work will be carried out until an Order Form is signed by both parties.
Serotonin: Serotonin Digital Ltd, 25 Dale Street, Manchester, M1 1EY.
Services: The services, including the Deliverables, to be supplied by Serotonin to the Client as set out in the Order or any proposal, activation, or pitch requested by the Client or recipient.
2.1 These Conditions and the signed Order shall together form the Contract. The Services and any Deliverables to be provided by Serotonin are as set out in an Order. Serotonin shall not be obliged to provide any Services or Deliverables unless and until the Order is agreed and signed by both parties.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.3 Any quotation given by Serotonin is only valid for 20 Business Days from its date of issue.
2.4 In the event of any conflict between the terms of the Order and these Conditions, the terms of the Order shall take precedence.
2.5 Any request for a change to the Order must be made in writing. Serotonin will confirm any additional costs, changes to timelines, and other modifications before proceeding. Any work carried out outside of the agreed Order Form is charged at a day rate based on the seniority of the team members.
2.6 This Contract begins on the Effective Date and runs for an initial term as agreed in the Order ("Initial Term"). Either party may terminate the Contract at any point during the Initial Term by giving written notice providing all invoices are paid in full and within the due date agreed.
2.7 In the event that The Client wishes to terminate within the Initial Term but has missed a payment or overdue, then the full amount for the Initial Term will be calculated and charged to The Client.
2.8 Either party may terminate the Contract immediately if the other party commits a material breach and does not resolve it within 14 days of receiving written notice of the issue.
3.1 Charges for all services provided by Serotonin will be outlined in a signed Order Form. No work will commence until an Order Form has been signed by both parties.
3.2 Where a bespoke or alternative rate is explicitly stated in the Order Form, that rate shall apply. In the absence of a bespoke rate, the charges for the relevant services will default to the applicable structure as outlined below. Any work outside of scope will be charged separately at the following day rates:
Day Rate / Half Day Rate (Minimum)
Senior Team
Head of Performance, Account Director, Creative Director, Brand Director
£1,200 / £600
All other team members
£820 / £410
3.3 Serotonin shall invoice the Client, and the Client shall pay all sums due, in accordance with the terms of the Order.
3.4 Unless stated otherwise in the Order, the Client shall pay each invoice submitted by Serotonin:
3.5 If the Client fails to make a payment due under the Contract by the due date, Serotonin may:
3.6 For retained services, unless stated otherwise, upon expiry of the Initial Term, this Agreement shall continue on a rolling 30-day basis at a 20% increase on our standard fees unless a new long term fixed agreement is put in place or either party provides written notice of termination in accordance with the Termination Clause. Serotonin reserves the right to review and adjust its fees to reflect changes in its standard studio rates, cost of service delivery, or market conditions. Any such adjustment will take effect no earlier than 30 days after written notice has been provided to the Client. Continued engagement beyond this period will be deemed acceptance of the updated fees and terms.
3.7 If Serotonin agrees to pay any advertising costs on behalf of the Client, a 5% fee shall apply - This will be applied to the invoice recovering any media spend.
4.1 The Client shall:
4.2 If the Client fails to provide requested materials or approvals within agreed timeframes, Serotonin reserves the right to:
5.1 All intellectual property in Deliverables remains the property of Serotonin until full payment is received. Once paid in full, ownership of Deliverables transfers to the Client, except for Serotonin’s pre-existing intellectual property.
5.2 Any creative concepts, strategies, or proposals shared with the Client prior to engagement remain the exclusive property of Serotonin and may not be used without written permission. If the Client or recipient of the Services uses any proprietary material from Serotonin, including but not limited to ideas, strategies, creative assets, taglines, or campaign concepts presented during a pitch or proposal, Serotonin reserves the right to bill the Client based on the applicable out-of-scope day rate.
6.1 Serotonin shall not be liable for:
6.2 Liability for any claim shall not exceed £20,000.
7.1 The Contract shall continue for the term set out in the Order and shall terminate 12 months from commencement unless renewed in writing.
7.2 Either party may terminate the Contract if the other party:
7.3 Serotonin may terminate the Contract if the Client:
8.1 Force Majeure: Neither party shall be liable for any delay or failure due to events beyond their control.
8.2 Non-Solicitation: The Client shall not hire or attempt to hire any Serotonin employee involved in delivering the Services for a period of 6 months after contract termination. If breached, the Client shall pay 25% of the individual’s annual salary as compensation.
8.3 Governing Law: This Contract shall be governed by the laws of England and Wales.
© Serotonin Digital Ltd 2026. All Rights Reserved.Company Registration No: 11956943 Registered in England & Wales.