Professional Services Agreement

Helping businesses look as good online as they are in real life.

Professional Services Agreement

Colloco Marketing Ltd
Company Registration Number: 12305516
ICO Registration Number: C1295320

Last updated: 1 June 2026
Version: 2.0

1. Introduction

This Professional Services Agreement sets out the terms under which Colloco Marketing Ltd provides marketing, website, branding, content, social media, digital strategy, consultancy and related professional services to clients.

This agreement applies to all services provided by Colloco Marketing Ltd unless separate written terms are agreed.

By accepting a proposal, approving a quote, paying an invoice or deposit, instructing work to begin, approving work, continuing to use our services, or otherwise confirming acceptance in writing, the Client agrees to these terms.

2. Who We Are

Colloco Marketing Ltd is a company registered in England and Wales.

Company name: Colloco Marketing Ltd
Company number: 12305516
Registered office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ
Email: sophia@colloco.marketing

In this agreement, “Colloco”, “we”, “our” and “us” refer to Colloco Marketing Ltd.

“The Client”, “you” and “your” refer to the person, company, business, organisation or individual engaging our services.

3. Services Provided

Colloco Marketing Ltd provides professional marketing and digital services, which may include:

Website design and development
Website updates and maintenance
Website audits
Brand strategy and positioning
Brand messaging
Copywriting
Social media content and management
Marketing strategy
Digital strategy
SEO support
Campaign planning
Design and content creation
Consultancy and training
AI-supported marketing, content and strategy work
Project management
Other services agreed in writing

The exact services, deliverables, fees, timelines, exclusions and responsibilities will be set out in a proposal, quote, statement of work, email agreement, invoice, project brief or other written confirmation.

4. Scope of Work

Before work begins, we will agree the scope of the project or service.

The scope may include:

Project objectives
Services to be delivered
Key deliverables
Estimated timescales
Client responsibilities
Payment terms
Any exclusions or limitations
Third-party costs or subscriptions
Approval stages
Launch, handover or delivery arrangements

Any work outside the agreed scope may be charged separately.

Examples of additional work may include:

Additional pages
Additional design concepts
Additional copywriting
Additional rounds of amendments
Additional meetings
New functionality
Urgent work
Additional strategy work
Additional SEO work
Additional social media posts or designs
Additional content formatting
Third-party platform setup
Troubleshooting issues caused by third-party platforms
Work caused by late, incomplete, unclear or inaccurate client information
Work caused by changes to the original brief

We will aim to make additional costs clear before carrying out extra work. However, where urgent work is required, or where additional work is clearly necessary because of client changes, delays, missing information, incorrect information or third-party issues, Colloco Marketing Ltd reserves the right to charge for the additional time reasonably incurred.

5. Fees and Payment Terms

Fees will be set out in the relevant quote, proposal, invoice or written agreement.

For website projects, payment terms will usually be one of the following:

100% upfront before work begins

50% upfront before work begins and 50% balance payable when the main website build is substantially complete, before launch, handover, transfer, training, domain connection, live publishing or final delivery.

The payment structure will be confirmed in the relevant proposal, quote, invoice or written agreement.

Where a 50% upfront payment and 50% balance arrangement is agreed, the final balance is not dependent on the Client being ready to launch, supplying all content, giving final approval, completing internal decision-making, obtaining stakeholder approval, or resolving delays on the Client’s side.

The final balance becomes payable when Colloco Marketing Ltd has completed the agreed main build, reached the agreed final review stage, or completed the substantial part of the agreed work.

If a website project is delayed because the Client has not provided content, feedback, decisions, access, approvals or payment, Colloco Marketing Ltd may issue the final invoice once the agreed work has been substantially completed or once the project has been open for 30 days, whichever comes first.

Final website launch, handover, transfer, training, live publishing, connection of domains, or release of final files may be withheld until all outstanding invoices have been paid in full.

For smaller projects, urgent work, consultancy, retainers or ad hoc services, payment terms may vary and will be confirmed in writing.

Monthly retainers, support packages and ongoing services are payable monthly in advance unless otherwise agreed.

All invoices must be paid by the due date stated on the invoice.

The Client remains responsible for payment for all work completed, whether or not the project is paused, delayed, cancelled, approved, launched or used.

6. Deposits and Upfront Payments

Deposits and upfront payments secure project time and allow work to begin.

Deposits and upfront payments are non-refundable once work has started, unless otherwise agreed in writing.

If the Client cancels, delays or abandons the project after work has started, Colloco Marketing Ltd may retain the deposit or upfront payment to cover time, planning, research, administration, strategy, design, development, content, meetings or other work already carried out.

If the value of work completed exceeds the deposit or upfront payment, Colloco Marketing Ltd may invoice the Client for the additional amount due.

7. Late Payment Interest, Compensation and Recovery Costs

If an invoice is not paid by the due date, Colloco Marketing Ltd reserves the right to charge statutory late payment interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Statutory interest is calculated at 8% per year above the Bank of England base rate and accrues on the overdue amount until payment is received.

Colloco Marketing Ltd also reserves the right to charge statutory late payment compensation for the cost of recovering overdue payment. The current statutory compensation amounts are:

£40 for overdue debts up to £999.99
£70 for overdue debts from £1,000 to £9,999.99
£100 for overdue debts of £10,000 or more

Where reasonable recovery costs exceed the statutory compensation amount, Colloco Marketing Ltd reserves the right to recover additional reasonable costs incurred in pursuing the overdue payment.

If late payment interest, compensation or recovery costs are applied, Colloco Marketing Ltd may issue an updated invoice or separate invoice for those amounts.

If an invoice is overdue, Colloco Marketing Ltd also reserves the right to:

Pause work
Withhold delivery of files, assets, strategy documents, designs, websites or other deliverables
Withhold website launch, handover, transfer, training or domain connection
Suspend support, maintenance or ongoing services
Remove access to unpaid work where reasonable and lawful
Decline further work until the account is brought up to date
Recover reasonable costs incurred in pursuing overdue payment

Payment obligations remain in place even if services are paused because of late payment.

8. Third-Party Costs

The Client is responsible for all third-party costs unless otherwise agreed in writing.

These may include:

Website hosting
Domain names
Wix subscriptions
Wix Studio subscriptions
Apps or plugins
Stock imagery
Fonts
Email platforms
CRM systems
Booking systems
Payment processing fees
Advertising spend
AI tools or software subscriptions
Photography, videography or freelance support
Legal policy tools
Accessibility tools
SEO tools
Other third-party platforms or services

Where Colloco pays third-party costs on behalf of the Client, these may be recharged to the Client with any agreed administration or management fee.

Colloco Marketing Ltd is not responsible for changes to third-party pricing, features, terms, performance, downtime, availability, restrictions, account suspensions or platform decisions.

9. Client Responsibilities

The Client agrees to:

Provide accurate, complete and timely information
Provide content, images, documents, logins, access and approvals when required
Review work promptly
Give clear, consolidated and constructive feedback
Ensure supplied content is accurate, lawful and owned or licensed for use
Respond within agreed timeframes
Pay invoices on time
Make key decisions needed for the project to move forward
Inform Colloco of any legal, regulatory, industry or compliance requirements relevant to the project
Check and approve all final content before publication or use
The Client is responsible for checking and approving final content, including spelling, grammar, facts, prices, contact details, claims, legal wording, policies, industry statements, compliance wording and regulatory information.

Colloco Marketing Ltd is not responsible for errors, omissions, inaccuracies or legal issues in content approved by the Client or supplied by the Client.

10. Client Delays

Project timelines depend on timely client feedback, content, decisions, access, payment and approvals.

If the Client delays providing information, content, feedback, decisions, access, payment or approval, the project timeline may be extended.

Client delays do not delay, cancel or reduce payment obligations where Colloco Marketing Ltd has completed the agreed work or reached the agreed review stage.

If a project is inactive for more than 30 days due to lack of client response, Colloco Marketing Ltd may pause the project, issue any outstanding invoice for work completed, and reschedule remaining work based on availability.

If a project is inactive for more than 60 days, Colloco Marketing Ltd may treat the project as closed. Any work required after this point may be treated as a new project or charged separately.

Where a project is delayed by the Client and later resumed, Colloco Marketing Ltd cannot guarantee immediate availability. The project may need to be rescheduled around existing client commitments.

11. Approvals and Amendments

The Client will be given opportunities to review and approve work at agreed stages.

Feedback should be clear, consolidated and provided within the agreed timeframe.

Unless otherwise stated, projects include a reasonable number of revisions within the agreed scope.

Additional amendments, repeated changes, changes after approval, changes that contradict previous instructions, or changes that alter the agreed scope may be charged separately.

Once work has been approved, any further changes may be treated as additional work.

Written approval may be given by email, message, project management system, signed document, form submission, recorded written confirmation or other written communication.

Approval of work confirms that the Client accepts responsibility for the content, direction, accuracy and suitability of the approved work.

12. Website Projects

For website projects, the agreed scope may include structure, design, copy, imagery, SEO basics, technical setup, mobile optimisation and launch support depending on the package, proposal or written agreement.

Unless otherwise agreed, website projects do not include:

Ongoing SEO
Ongoing website maintenance
Ongoing content updates
Paid advertising
Advanced integrations
Legal policy drafting
Copywriting beyond the agreed scope
Professional photography or video
Subscription fees
App fees
Domain fees
Hosting fees
Ongoing platform management
Ongoing analytics reporting
Advanced accessibility auditing
Custom coding unless specifically agreed

Troubleshooting third-party platform issues beyond reasonable setup support.

The Client is responsible for reviewing and approving the website before launch.

Once a website is approved and launched, further changes may be charged separately unless the Client has an active support or maintenance agreement.

13. Website Launch, Handover and Final Delivery

Website launch, handover, transfer, domain connection, training, live publishing or release of final files will only take place once all outstanding invoices have been paid in full, unless otherwise agreed in writing.

If the Client chooses not to launch immediately, delays launch, or does not provide final content, final payment may still become due if the main website build is substantially complete.

A website will be considered substantially complete where Colloco Marketing Ltd has completed the main agreed structure, design, pages, layout, core content placement and agreed functionality, even if minor content, final edits, client decisions or third-party actions remain outstanding.

If the Client requests launch before reviewing all content, Colloco Marketing Ltd is not responsible for any errors, omissions, broken links, incorrect information or incomplete sections that the Client has not reviewed.

14. Website Hosting, Domains and Platform Responsibility

Websites may be built using third-party platforms such as Wix or Wix Studio.

The Client is responsible for maintaining active subscriptions, domain renewals, hosting, email services, third-party apps and platform accounts required for the website to function, unless Colloco has agreed to manage these services in writing.

If a website goes offline, loses functionality, displays errors or becomes unavailable due to unpaid subscriptions, expired domains, platform issues, third-party faults, client changes, account restrictions, plugin or app changes, or issues outside Colloco’s reasonable control, Colloco Marketing Ltd is not responsible for resulting losses.

Where Colloco provides hosting, subscription or domain management support, the scope and fees will be confirmed separately.

15. Social Media and Marketing Services

For social media, content or marketing services, Colloco Marketing Ltd will provide the agreed services in line with the package, proposal or written brief.

The Client acknowledges that marketing results may vary and can be affected by many factors outside Colloco’s control, including market conditions, competition, audience behaviour, platform algorithms, advertising budgets, client reputation, pricing, offer quality, sales process, seasonality and economic conditions.

Colloco Marketing Ltd does not guarantee specific results, sales, rankings, leads, followers, engagement, enquiries, bookings, revenue or return on investment unless explicitly agreed in writing.

The Client is responsible for ensuring that any claims, offers, promotions, pricing, terms, images, testimonials and information supplied for marketing are accurate, lawful and approved for use.

16. Advertising

Where Colloco supports paid advertising, the Client remains responsible for advertising spend and approval of campaigns.

Advertising platforms such as Meta, Google, LinkedIn, TikTok or other platforms are third-party platforms and may reject, restrict, pause or change campaigns at their discretion.

Colloco Marketing Ltd is not responsible for decisions made by advertising platforms, changes to platform rules, account restrictions, campaign disapprovals, algorithm changes, payment issues, ad account suspensions, rejected ads or advertising performance outside our reasonable control.

17. SEO

Where SEO services are provided, Colloco Marketing Ltd will carry out the agreed SEO work with reasonable care and skill.

SEO performance can be affected by many factors outside Colloco’s control, including search engine algorithm changes, competition, website history, technical platform limitations, client content, market demand, backlinks, reviews, user behaviour and third-party changes.

Colloco Marketing Ltd does not guarantee specific search engine rankings, traffic levels, enquiries, leads, sales or revenue.

18. AI-Assisted Work

Colloco Marketing Ltd may use AI-assisted tools to support research, strategy, planning, copywriting, content development, website structure, idea generation, analysis and productivity.

AI is used as a support tool, not as a replacement for professional judgement, strategy or human review.

We aim to use AI responsibly and avoid entering unnecessary confidential or sensitive client information into AI tools.

The Client is responsible for reviewing and approving final outputs before publication or use.

If the Client has specific restrictions around the use of AI, these must be communicated in writing before work begins.

19. Intellectual Property

The Client confirms that any content, images, logos, brand assets, text, data, testimonials, photography, video or other materials supplied to Colloco are either owned by the Client or properly licensed for use.

The Client is responsible for ensuring supplied materials do not infringe copyright, trademarks, privacy rights, confidentiality obligations or other third-party rights.

Unless otherwise agreed, once all invoices relating to the project have been paid in full, the Client will own the final approved deliverables created specifically for them.

Colloco Marketing Ltd retains ownership of:

Pre-existing materials
Internal processes
Strategy frameworks
Templates
Systems
Know-how
Draft concepts not selected or paid for
Unused design routes
Working files unless agreed otherwise
General methods, ideas and expertise developed through our work
Training materials
Proposal structures
Project management systems
Research methods
AI prompts, workflows or internal productivity systems
Colloco may reuse general knowledge, techniques, frameworks and non-confidential learning gained through client work.

20. Licence Before Full Payment

Until all invoices have been paid in full, all work remains the property of Colloco Marketing Ltd unless otherwise agreed in writing.

The Client may not copy, publish, launch, reproduce, adapt, transfer, use or share unpaid work without written permission from Colloco Marketing Ltd.

Once payment has been received in full, the Client will receive the rights set out in the Intellectual Property section of this agreement.

21. Portfolio and Promotion

Unless the Client requests otherwise in writing before work begins, Colloco Marketing Ltd may reference completed work in its portfolio, website, proposals, social media, case studies, award entries and marketing materials.

This may include:

Client name
Logo
Website link
Screenshots
Project summary
Before and after examples
Publicly available results
Testimonials or approved comments

Colloco will not knowingly publish confidential client information without permission.

22. Confidentiality

Both parties agree to keep confidential information private and not disclose it to third parties unless required for the delivery of the project, required by law, or agreed in writing.

Confidential information may include:

Business strategy
Financial information
Login details
Client data
Internal documents
Trade secrets
Commercial plans
Unpublished content
Project materials
Customer information
Staff information
Sensitive operational information

This confidentiality obligation continues after the project ends.

23. Data Protection

Both parties agree to comply with applicable UK data protection laws.

Where Colloco processes personal data as part of delivering services, we will handle it responsibly and in line with our Privacy Policy.

The Client is responsible for ensuring it has the right to share any personal data with Colloco and that any customer, staff or third-party data supplied to us has been collected and shared lawfully.

The Client remains responsible for its own privacy policies, cookie notices, consent mechanisms, data collection practices and legal compliance unless specific work has been agreed in writing.

24. Legal, Regulatory and Compliance Responsibility

Colloco Marketing Ltd provides marketing, website, content and strategy services.

We do not provide legal, financial, tax, medical, regulatory or professional compliance advice unless explicitly agreed in writing and provided by an appropriately qualified professional.

The Client is responsible for ensuring that all published materials meet any legal, industry, advertising, regulatory or professional requirements that apply to their business.

This includes, where relevant:

Website terms
Privacy policies
Cookie policies
Accessibility requirements
Industry regulations
Financial promotions
Health claims
Employment law
Consumer rights
Professional body rules
Advertising standards
Data protection obligations
Pricing and promotional rules
Product descriptions
Service claims
Guarantees or warranties

The Client should seek specialist professional advice where required.

25. Insurance

Colloco Marketing Ltd maintains appropriate business insurance, which may include professional indemnity insurance, public liability insurance and business equipment insurance.

The Client acknowledges that Colloco’s insurance protects Colloco Marketing Ltd against certain business risks and does not cover the Client’s own business risks, losses, systems, platforms, legal obligations or commercial outcomes.

26. Limitation of Liability

Colloco Marketing Ltd will provide services with reasonable care and skill.

To the fullest extent permitted by law, Colloco Marketing Ltd will not be liable for:

Loss of profits
Loss of revenue
Loss of business
Loss of opportunity
Loss of goodwill
Loss of data
Loss caused by third-party platforms
Indirect or consequential losses
Client errors or omissions
Delays caused by the Client
Issues caused by inaccurate or incomplete information supplied by the Client
Changes made by the Client or third parties after delivery
Platform downtime, bugs, restrictions or changes outside our control
Failure by the Client to maintain subscriptions, domains, hosting, apps or accounts
Failure by the Client to review or approve work properly
Legal or regulatory issues arising from Client-approved content
Colloco’s total liability for any claim will be limited to the amount paid by the Client for the specific service giving rise to the claim, unless a different limit is required by law or stated in an applicable insurance policy.
Nothing in this agreement limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

27. Cancellation by the Client

The Client may cancel a project or ongoing service by giving written notice.

If a project is cancelled, the Client remains responsible for payment for all work completed up to the cancellation date, including work in progress, planning, strategy, administration, design, development, content, meetings, project management and third-party costs.

Deposits and upfront payments are non-refundable once work has started.

If the project fee was agreed as a fixed fee, Colloco Marketing Ltd may calculate the amount due based on the stage reached, work completed, time spent, deliverables created, project resources allocated and any costs incurred.

For monthly services or retainers, cancellation terms will be set out in the relevant proposal or agreement. Unless otherwise agreed, one month’s written notice is required to cancel ongoing monthly services.

28. Cancellation or Withdrawal by Colloco

Colloco Marketing Ltd may cancel, withdraw, suspend or refuse services if:

Invoices remain unpaid
The Client repeatedly fails to provide required information or feedback
The Client behaves abusively, aggressively, dishonestly or unreasonably
The project creates a legal, ethical, reputational or practical concern
The working relationship is no longer viable
The Client asks us to carry out work we believe is unlawful, misleading, harmful or inappropriate
The Client breaches this agreement
There is a conflict of interest
A third-party platform or supplier prevents delivery of the work

Where Colloco cancels or withdraws services, the Client remains responsible for payment for work completed and costs incurred up to the cancellation date.

29. Suspension of Services

Colloco Marketing Ltd may pause or suspend services if:

Payment is overdue
Required information has not been provided
The Client has not responded within a reasonable period
There are unresolved project issues
Third-party platforms or subscriptions are unavailable
Continuing the work would create legal, ethical or professional concerns
The Client has breached this agreement

Work may resume once the issue has been resolved and subject to Colloco’s availability.

30. Force Majeure

Neither party will be liable for delays or failure to perform obligations caused by events outside reasonable control.

This may include illness, accidents, bereavement, extreme weather, power failure, internet outage, platform failure, strikes, war, terrorism, fire, flood, pandemic, government action, supply chain disruption or other events beyond reasonable control.

31. Complaints and Resolution

If the Client has a concern about the services provided, they should raise it with Colloco Marketing Ltd as soon as possible.

We will aim to resolve concerns fairly and professionally.

The Client agrees to give Colloco a reasonable opportunity to investigate and put right any issue before pursuing further action.

32. Non-Solicitation

The Client agrees not to directly solicit, hire or engage any freelancer, contractor, supplier, consultant or team member introduced by Colloco Marketing Ltd during the project or for 12 months after the end of the project, unless agreed in writing.

This does not apply where there was a pre-existing relationship between the Client and the individual or supplier.

33. Changes to These Terms

Colloco Marketing Ltd may update these terms from time to time.

The latest version will apply to new projects and services unless otherwise agreed.

For existing clients, significant changes will be communicated where appropriate.

34. Entire Agreement

This agreement, together with any proposal, quote, invoice, statement of work, email agreement, project brief or written confirmation, forms the entire agreement between Colloco Marketing Ltd and the Client.

If there is any conflict between this agreement and a specific written proposal or contract, the specific written proposal or contract will take priority for that project.

Any amendments must be agreed in writing.

35. Severability

If any part of this agreement is found to be invalid, unlawful or unenforceable, the remaining sections will continue to apply.

36. No Waiver

If Colloco Marketing Ltd does not immediately enforce any part of this agreement, this does not mean we have waived the right to enforce it later.

37. Governing Law

This agreement is governed by the laws of England and Wales.

Any disputes will be subject to the jurisdiction of the courts of England and Wales.

38. Acceptance

By accepting a proposal, approving a quote, paying an invoice or deposit, instructing work to begin, approving work, or continuing to use Colloco Marketing Ltd’s services, the Client agrees to these terms.

Document: Professional Services Agreement
Version: 2.0
Last updated: 1 June 2026
Next review due: 1 June 2027

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