Welcome to Ambition Digital

Read Our Terms & Conditions

These terms and conditions refer to Ambition Digital (AD) Ltd (“The Agency”) and its relationship with its clients and potential clients, and apply in respect of all work undertaken by Ambition Digital (AD) Ltd.

Last updated 30th January, 2025.

Introduction

Welcome to Ambition Digital (AD) Ltd (Company reg: SC673500) (“we”, “us”, “our”, or “The Agency”). These Terms & Conditions (“Terms”) refer to Ambition Digital (AD) Ltd and its relationship with its clients and potential clients, and apply in respect of all work undertaken by The Agency.

By engaging our services, you agree to be bound by these Terms. These Terms should be read alongside our Privacy Policy and Cookie Policy, which explain how we collect, use, and protect personal data.

If you do not agree to these Terms, you must refrain from using our services. We reserve the right to update these Terms at any time, and continued use of our services after any changes indicates your acceptance of the updated Terms.

If you have any questions about these Terms, please contact us at contact@ambitiondigital.co.uk.

1. General Terms & Conditions

1.1 Quotes & Prices

1.1.1. All quotes/estimates are valid for 30 days from the date of submission.

1.1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.

1.1.3. Unless otherwise stated, photography, stock images, delivery, copywriting and VAT will be charged extra.

1.1.4. If the contract or hourly price has not been fixed for the term of a contract, our day rate of £350.00 will apply.

1.1.5. The Agency reserves the right to alter the hourly rate at any time as business needs dictate. However, any changes to pricing will not apply to ongoing contracts unless explicitly agreed upon by both parties in writing.

1.1.6. Quotes/estimates are based on the Agency’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

1.1.7. Any estimates given by the Agency regarding the time of completion or performance of its services (whether for the whole project or a part thereof) are provided as guidelines only, and time shall not be of the essence. However, if delays occur due to unforeseen circumstances or external factors, the Agency will notify the Client at the earliest reasonable opportunity and provide an updated timeline where possible.

1.1.8. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.

1.2 Methods

1.2.1. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.

1.2.2. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality and format. Any logos that need to be re-drawn will be charged extra at our hourly rate. All supplied images requiring alterations will be charged at £10 per image. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.

1.2.3. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.

1.2.4. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

1.2.5. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.

1.2.6. The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.

1.2.7. The Agency may charge rent for storage of goods retained at Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.

1.2.8. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.

1.2.9. The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.

1.2.10. The Agency offers whitelabel services and may provide digital marketing services on behalf of other businesses. Unless explicitly agreed otherwise in a contract, the Agency reserves the right to:

  • Use completed work, anonymised case studies, performance data, and other relevant materials for promotional purposes, provided no confidential information is disclosed.

  • Display the client’s logo in its portfolio, marketing materials, and website as an example of past work.

  • Withhold attribution to the Agency in cases where work is provided under a whitelabel agreement.

1.2.11. The Agency may subcontract work as required to deliver services efficiently. In such cases, all subcontractors will be bound by confidentiality agreements to maintain client privacy and security.

1.3 Invoices & Payments

1.3.1. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.

1.3.2. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.

1.3.3. All work remains copyrighted to the Agency until settlement of relevant fee account.

1.3.4. All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.

1.3.5. All payments must be in UK Pounds Sterling (£), unless agreed otherwise.

1.3.6. All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.

1.3.7. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.

1.3.8. The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise, unless agreed otherwise. A 50% rejection fee is applicable on all designs executed by the Agency should the Client cancel their contract/order.

1.3.9. When payment is overdue, the Agency may suspend work, services, and/or delivery. The Agency will provide a written notice of at least 5 business days before suspension to allow the Client to rectify the payment issue. If payment is not received within this period, suspension will take effect without further notice. Furthermore, any work started but incomplete may be suspended, and payment therefore becomes immediately due and payable.

1.3.10. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.

1.3.11. If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.

1.3.12. The Agency reserves the right to charge interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, as amended by European Directive 2000/35/EC, at a rate of 8% plus the Bank of England base rate per annum.

1.4 Insolvency

1.4.1. If the Client ceases to pay debts in the ordinary course of business or cannot pay debts as they become due, the Agency, without prejudice to other remedies, shall:

  • Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Termination under these circumstances shall require payment for all work completed up to that point.
  • In respect of all unpaid debts due from the Client, have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled, upon the expiration of 14 days’ notice, to dispose of such goods or property and apply the proceeds toward outstanding debts.

1.4.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.

1.4.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

1.5 Force Majure

1.5.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.

1.6 Information Provided by You

1.6.1. You warrant that the name, address and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.

1.6.2. You agree that the Agency may disclose your name and address where any enquiries are made.

1.6.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement. All personal data provided to us is processed in accordance with our Privacy Policy.

1.7 Indemnity

1.7.1. You shall indemnify the Agency and keep the Agency indemnified and hold the Agency harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs, and damages arising directly from breaches by the Client. The Agency shall not be liable for indirect or incidental damages arising from third-party claims unrelated to the Client’s direct actions.

1.7.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.

1.7.3. The Agency carries Professional Indemnity Insurance (PII) to cover liabilities arising from professional negligence. The Agency’s liability for any claim shall be limited to the extent covered by its insurance policy. Clients acknowledge that claims must be pursued in accordance with the insurer’s terms and conditions.

1.8 Limitation of Liability

1.8.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.8.2.

1.8.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

1.8.3. In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.

1.8.4. In no event shall the Agency be liable to the Client by reason of any representation (unless fraudulent), implied warranty, condition, or duty at common law for any loss of business, loss of contracts, loss of anticipated savings, loss of profits, loss of data, or any indirect, special, or consequential loss or damage arising from or in connection with the provision of services.

Furthermore, the Agency’s total liability for any claim, whether contractual, tortious (including negligence), or otherwise, shall be limited to the total fees paid by the Client under the contract in the 12 months preceding the claim.

1.8.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.

1.9 General Terms

1.9.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of Scotland and you hereby submit to the non-exclusive jurisdiction of the Scottish courts.

1.9.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.

1.9.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.

1.9.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.

1.9.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.

1.9.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

1.9.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.

1.9.8. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.

1.9.9. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.

1.9.10. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.

1.9.11. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.

1.9.12. The name “Ambition Digital” is a registered trademark under UK Intellectual Property Law for Class 35 (advertising, marketing, promotional services) and Class 42 (website design, development). Unauthorised use, reproduction, or misrepresentation of the name “Ambition Digital” in a commercial context is strictly prohibited.

  • Any unauthorised usage, including but not limited to branding, marketing, website content, or business representation, may result in legal action.
  • The Agency reserves the right to enforce its trademark rights and seek remedies, including injunctions, damages, and legal costs, against any party infringing on its trademark.

1.9.13. Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of engagement. The Agency shall not disclose or use any confidential information for purposes other than fulfilling the Client’s project requirements. This obligation shall not apply to information that:

  • Was already known to the receiving party prior to disclosure;
  • Becomes publicly available through no fault of the receiving party;
  • Is required to be disclosed by law or regulatory authority.

1.10 Service Level Agreements

1.10.1. The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.

1.10.2. Once an account handler at the Agency has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavour to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.

1.10.3. For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.

1.10.4. All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.

1.10.5. Once a Client approaches the final two hours of their SLA allowance, the Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.

1.10.6. Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although the Agency reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.

1.11 Dispute Resolution

1.11.1. In the event of a dispute arising between the Client and the Agency, both parties agree to attempt resolution through negotiation. If the dispute cannot be resolved amicably, the parties shall engage in mediation as a first step before pursuing formal legal action.

1.11.2. If mediation does not resolve the dispute, the matter shall be referred to binding arbitration, conducted under Scottish law, unless both parties agree otherwise in writing.

1.12 Cancellation & Refunds

1.12.1. Either party may terminate a contract or ongoing service by providing written notice in accordance with the agreed notice period (if applicable).

1.12.2. Once work has commenced, refunds will not be provided for services already rendered. In the event of a client-initiated cancellation, payment will be required for all completed work up to the termination date.

1.12.3. For web design projects hosted with the Agency, annual security monitoring and update maintenance fees apply. Additional changes, improvements, or fixes requested after project completion will be chargeable at the Agency’s standard hourly rate.

2. Digital Media Terms & Conditions

2.1 Programming

2.1.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future security threats, exploits, or vulnerabilities that may emerge due to evolving technologies, software updates, or third-party integrations.

For website design clients who choose to host their website with the Agency, the Agency includes ongoing security monitoring, firewall protection, and regular updates to help mitigate security risks. However, the Client must also take reasonable precautions (e.g., strong passwords, secure third-party integrations) to maintain security. While these measures help protect against common threats, the Agency cannot guarantee full protection against all cyber risks.

2.1.2. Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £350.00/day, unless agreed otherwise.

2.1.3. The Agency develops websites for compatibility with the current version of Google Chrome, and not all previous versions or every browser.

If additional browser compatibility is required, the Agency must be advised at the outset of the project. Any requests for compatibility with outdated or non-standard browsers may incur additional fees. The Agency will communicate these limitations during the project initiation phase to align expectations.

2.2 Ownership

2.2.1. The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.

2.2.2. Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

2.3 Content

2.3.1. The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.

2.3.2. All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.

2.3.3. When a test link is provided, it is the responsibility of the Client to test functionality, review all copy, and approve the design and images used before final approval is given.

Clients must provide feedback within 7 calendar days of receiving the test link. If no feedback is provided within this period, the Agency will assume approval, and any subsequent revisions may be chargeable.

2.3.4. The Agency can provide legal disclaimers and privacy policies upon request.

However, it is the Client’s responsibility to verify with their own legal advisers that these meet their individual compliance requirements. The Agency accepts no responsibility for omissions, inaccuracies, or non-compliance with GDPR, advertising regulations, or other legal frameworks.

3. Website Hosting and Email Terms & Conditions

Summary

The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.

Below is a summary of the main points covered in these terms:

  • While we and our suppliers will always strive to provide the best possible level of service, 100% availability cannot be guaranteed.
  • The Agency and our suppliers accept no responsibility for any losses caused by service interruptions, server failures, or downtime.
  • Your service will be removed if you fail to pay on time or misuse the service.
  • The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
  • Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £350.00 per day, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
  • Our server management fee covers the ongoing management of your server, including security patches, server health checks, uptime/performance monitoring and access to technical advice from our development team.

Support at our standard level is provided on a best effort basis by Ambition Digital from 9am-5pm Monday-Friday (excluding bank holidays and the shut-down period between Christmas and New Year) and 24/7 ticket support from our suppliers (with varying response times).

3.1 Website and Email Content & Use

3.1.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).

3.1.2. You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:

3.1.2.1. You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

3.1.2.2. You will not host, post, publish, disseminate, link to or transmit:

3.1.2.2.1. Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.

3.1.2.2.2. Any material containing a virus or other hostile computer program.

3.1.2.2.3. Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

3.1.2.3. You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers network using bulk email.

3.1.2.4. You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.

3.1.2.5. You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.

3.1.2.6. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

3.1.2.7. In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.

3.1.2.8. You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.

3.1.3. We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).

3.1.4. If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

3.2 Charges

3.2.1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.

3.2.2. Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.

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