These Terms and Conditions (“Terms”) govern the provision of services by Rise Social Club (“Rise”, “we”, “us”, “our”) to the client identified in the Proposal or Invoice (“Client”, “you”, “your”).

By instructing Rise, confirming a proposal, paying a deposit, or permitting Rise to commence work, the Client agrees to be legally bound by these Terms.

1. DEFINITIONS
“Agreement” means the Proposal, Statement of Work, Invoice, or written confirmation of engagement together with these Terms.

“Services” means all social media strategy, consultancy, content creation, copywriting, digital marketing, paid advertising management, analytics reporting, or related services provided by Rise.

“Deliverables” means any strategies, documents, content, creative assets, copy, campaigns, plans, reports, or intellectual property created by Rise.
“Fees” means the charges payable by the Client under the Agreement.

2. FORMATION OF CONTRACT
2.1 A legally binding contract is formed when:
(a) The Client accepts a written proposal; (b) The Client signs an agreement for services;
(c) The Client instructs Rise to commence work;
(d) The Client pays a deposit; or
(e) Rise commences work with the Client’s knowledge;
whichever occurs first.
2.2 These Terms apply to the exclusion of any terms proposed by the Client.
2.3 No variation is binding unless agreed in writing by Rise.

3. SERVICES AND SCOPE
3.1 Rise shall provide the Services as described in the applicable Proposal or Invoice.
3.2 Any additional work outside agreed scope shall be chargeable at Rise’s standard hourly rate.
3.3 Rise is not responsible for:
Platform algorithm changes
Third-party technical failures
Advertising performance fluctuations
Client delays in approvals
Inaccurate information supplied by Client.
3.4 Rise shall exercise reasonable skill and care but does not guarantee specific commercial outcomes.

4. FEES AND PAYMENT TERMS
4.1 All invoices are payable within 14 calendar days of the invoice date.
4.2 Time for payment is of the essence.
4.3 All Fees are exclusive of VAT (if applicable).
4.4 No set-off, counterclaim or deduction shall be made by the Client.
4.5 If payment is not received by the due date:
(a) Interest shall accrue under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate;
(b) Statutory compensation under the Act shall apply;
(c) Rise may immediately suspend Services;
(d) Rise may withdraw access to Deliverables;
(e) Rise may revoke licences granted;
(f) Rise may commence recovery proceedings without further notice.
4.6 Continued provision of Services after the due date does not constitute a waiver of Rise’s rights.
4.7 The Client acknowledges that:
(a) Rise allocates time, staffing and resource capacity based on the agreed Minimum Term;
(b) Early termination would cause commercial loss;
(c) Fees for the Minimum Term are not contingent upon utilisation.
4.8 All sums due under this Agreement shall constitute a liquidated debt.
4.8.1 No Withholding or Suspension of Payment
The Client agrees that Rise may:
Issue proceedings without further notice once payment is overdue;
Claim contractual interest at 8% above base rate;
Recover all legal costs on an indemnity basis;
Recover administrative time charged at £75 per hour.
4.8.2 The Client shall not:
Withhold payment;
Delay payment;
Set off sums;
Deduct amounts;
Suspend payment obligations;
on the basis of any dispute, dissatisfaction, counterclaim, or alleged breach.
4.8.3 All invoices shall be paid in full and on time in accordance with this Agreement.
4.8.4 Any dispute regarding Services or Deliverables must be raised separately and in writing, but shall not suspend or affect the Client’s obligation to pay undisputed invoices when due.
4.8.5 Where the Client disputes part of an invoice, the undisputed portion must still be paid by the due date.
4.8.6 Failure to pay in full by the due date shall constitute a material breach entitling Rise to:
Suspend Services immediately;
Terminate under Clause 11;
Charge statutory and contractual interest;
Commence recovery proceedings without further notice.

5. DEPOSITS AND ADVANCE PAYMENTS
5.1 Rise may require a deposit prior to commencement.
5.2 Deposits are non-refundable once work has commenced.
5.3 For ongoing retainers, payment is due monthly in advance.
5.4 Rise is not obliged to commence work without cleared funds.

6. INTELLECTUAL PROPERTY
6.1 All Deliverables remain the sole property of Rise until full payment of all sums due.
6.2 Until full payment:
No licence is granted;
The Client may not use, publish, reproduce or distribute Deliverables;
Any use constitutes copyright infringement.
6.3 Upon receipt of full payment, Rise grants the Client a non-exclusive, non-transferable licence of final assets for agreed purposes only.
6.4 Rise retains ownership of:
Underlying concepts
Know-how
Methodologies
Templates
Strategy frameworks

6.5 Rise may use Deliverables for portfolio and promotional purposes unless agreed otherwise in writing.

7. CLIENT RESPONSIBILITIES
7.1 The Client shall:
Provide timely approvals;
Supply accurate and complete information;
Provide required platform access;
Ensure compliance with advertising regulations;
Not infringe third-party rights.
7.2 The Client indemnifies Rise against claims arising from:
Materials supplied by the Client;
Misleading advertising claims;
Regulatory breaches caused by Client content.
7.3 Client Cooperation, Access and Dependency
7.3.1 The Client acknowledges that the timely and effective provision of the Services is dependent upon:
Prompt approvals;
Clear instructions;
Timely provision of information, assets and access;
Availability for meetings;
Internal decision-making without undue delay.
7.3.2 The Client shall:
(a) Provide all necessary access credentials, brand materials, and information without delay;
(b) Respond to queries and approval requests within five (5) working days;
(c) Ensure that authorised decision-makers are available when required.
7.3.3 Where the Client fails to comply with this clause:
(a) Any timelines shall automatically extend by a period equivalent to the delay;
(b) Rise shall not be liable for any resulting delay or performance impact;
(c) All Fees shall remain payable in full and on time;
(d) Such delay shall not constitute breach by Rise;
(e) The Client shall not be entitled to terminate or withhold payment.
7.3.4 Where the Client’s delay exceeds fourteen (14) days:
Rise may:
Reallocate resources;
Reschedule deliverables;
Charge reactivation fees;
Invoice for time already allocated.
7.3.5 The Client acknowledges that Fees are based on resource allocation and reserved capacity, not solely on output volume.
Failure by the Client to utilise allocated time does not reduce payment obligations


8. APPROVAL, DEEMED APPROVAL & PUBLICATION RIGHTS
8.1 All Deliverables requiring Client approval shall be submitted in writing via agreed communication channels.
8.2 The Client must provide clear written approval or consolidated feedback within five (5) working days of submission.
8.3 If the Client fails to respond within five (5) working days, the Deliverable shall be deemed approved in full.
8.4 Once approved (whether expressly or deemed approved):
(a) Rise is authorised to publish, schedule or distribute the content;
(b) The Client shall be deemed to have confirmed factual accuracy and compliance;
(c) Rise shall have no liability for regulatory complaints, reputational issues, performance outcomes, or third-party claims arising from such content.
8.5 The Client may not withdraw approval after publication.
8.6 Delays in approval shall not:
Suspend payment obligations;
Extend the Minimum Term;
Constitute breach by Rise.
8.7 Where repeated delays occur, Rise may:
Reallocate production capacity;
Reschedule delivery timelines;
Invoice for time reserved;
Suspend Services without affecting payment obligations.

9. PERFORMANCE DISCLAIMER
9.1 Rise does not guarantee:
Follower growth
Engagement levels
Revenue increases
Advertising return on investment
9.2 Social media platforms are controlled by third parties outside Rise’s control.
9.3 The Client acknowledges performance variability inherent in digital marketing.

10. SUSPENSION
10.1 Rise may suspend Services immediately where:
Payment is overdue;
The Client breaches this Agreement;
The Client behaves abusively or unreasonably;
There is reputational risk to Rise.
10.2 Suspension does not relieve payment obligations.
10.3 Rise may suspend Services where the Client fails to provide reasonable cooperation necessary for performance.
Such suspension shall not relieve the Client of payment obligations.

11. TERM AND TERMINATION
11.1 Minimum Term
This Agreement shall commence on the Start Date and continue for a fixed minimum period of three (3) calendar months (“Minimum Term”).
The Minimum Term is a fundamental commercial condition. Pricing reflects this commitment.
11.2 Renewal Structure
Upon expiry of the Minimum Term, this Agreement shall automatically renew for successive periods of two (2) calendar months (each a “Renewal Term”).
Each Renewal Term shall automatically renew for a further two (2) month period unless terminated strictly in accordance with this clause.
For the avoidance of doubt, this Agreement does not become a monthly rolling contract.
11.3 Client Termination
The Client may terminate this Agreement only:
(a) After expiry of the Minimum Term;
(b) By providing not less than sixty (60) days’ written notice;
(c) Such notice must expire at the end of a Renewal Term.
11.4 Valid Notice Requirements
Notice must:
Be in hard-copy writing;
Be sent by Royal Mail Recorded Delivery or Special Delivery;
Be addressed to Rise’s registered office as recorded at Companies House;
Clearly state: “Formal Notice of Termination Under Clause 11”.
Notice shall only be effective upon actual delivery.
Notice sent by email, WhatsApp, SMS, telephone, social media, or any electronic communication shall be invalid and shall not constitute notice.
Failure to comply strictly with this clause renders any purported termination void.
11.5 Termination During Minimum Term
If the Client:
Purports to terminate during the Minimum Term; or
Commits a repudiatory breach; or
Wrongfully refuses to continue,
then all Fees due for the remainder of the Minimum Term shall become immediately due and payable as a contractual debt.

The parties agree this is a genuine pre-estimate of loss and commercially justified due to resource allocation and opportunity cost.
11.6 Rise Termination
Rise may terminate:

a) On thirty (30) days’ written notice (email sufficient); or
(b) Immediately where:
Payment is overdue;
The Client commits material breach;
Insolvency occurs;
There is reputational or regulatory risk;
The working relationship becomes hostile or commercially untenable.
11.7 Effect of Termination
Upon termination:
All outstanding invoices become immediately due;
All intellectual property rights remain with Rise until paid;
Access to Deliverables may be revoked;
Ongoing work ceases immediately.
11.8 No Set-Off
The Client shall not withhold or delay payment on the basis of dispute, dissatisfaction, counterclaim or alleged breach.
All disputes must be pursued separately and shall not suspend payment obligations.

12. DEBT RECOVERY PROCESS
12.1 If payment is not received:
Stage 1 – Reminder Email;
Stage 2 – Formal Payment Demand;
Stage 3 – Letter Before Action;
Stage 4 – Referral to Debt Recovery Agency or Solicitors;
Stage 5 – County Court Proceedings (including statutory interest and costs).
12.2 The Client shall be liable for:
All recovery costs;
Legal fees;
Court fees;
Administrative costs;
Interest.
12.3 Rise may register County Court Judgments where obtained.

13. LIMITATION OF LIABILITY
13.1 Nothing excludes liability for death, personal injury or fraud.
13.2 Rise’s total liability shall not exceed the total Fees paid in the preceding 6 months.
13.3 Rise shall not be liable for:
Loss of profit;
Loss of business;
Loss of opportunity;
Indirect or consequential loss;
Platform-related losses.

14. INDEMNITY
The Client shall indemnify Rise against:
Claims arising from Client content;
Regulatory fines arising from Client instructions;
Misleading advertising claims made by Client.

15. CONFIDENTIALITY
Both parties shall maintain confidentiality of commercially sensitive information.

16. FORCE MAJEURE
Rise shall not be liable for events beyond reasonable control including:
Platform outages;
Government action;
Illness;
Internet failures.

17. NON-DISPARAGEMENT
The Client shall not publish defamatory or misleading statements about Rise.

18. PERSONAL GUARANTEE
Where the Client is a limited company with fewer than 3 directors or is newly incorporated, Rise may require the instructing director to sign a Personal Guarantee.
The guarantor shall be jointly and severally liable for:
All Fees;
Interest;
Legal costs;
Recovery expenses.

19. GOVERNING LAW
This Agreement is governed by the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction.

20. DATA PROTECTION, ACCOUNT ACCESS & INFORMATION GOVERNANCE
20.1 Nature of Relationship
20.1.1 The Client acknowledges that Rise is a social media and marketing agency and not a healthcare provider, data controller of patient records, or regulated clinical service.
20.1.2 In providing the Services, Rise may have incidental access to:
Social media account data
Follower data
Advertising audience data
Website analytics
Comments and direct messages
Potentially sensitive personal data (including health-related information posted publicly by users)
20.1.3 Unless expressly agreed otherwise in writing, Rise acts as a data processor only in relation to personal data processed solely for the purpose of delivering the Services.
20.1.4 The Client remains the data controller for all personal data processed through its platforms and accounts.
20.2 Client Data Responsibilities
20.2.1 The Client warrants that:
It has lawful authority to grant Rise access to all accounts and systems;
It has appropriate privacy policies in place;
It complies with UK GDPR, Data Protection Act 2018, and all applicable regulations;
It has lawful bases for any marketing activity instructed.
20.2.2 The Client shall indemnify Rise against any claim, fine, investigation, enforcement action, or loss arising from:
The Client’s failure to comply with data protection law;
Unlawful marketing practices;
Inaccurate privacy notices;
Failure to obtain necessary consents.
20.3 Sensitive or Health Data
20.3.1 The Client acknowledges that social media platforms may contain:
Public comments
Direct messages
Disclosures of medical or health information
20.3.2 Rise shall not be responsible for:
Monitoring health disclosures;
Providing safeguarding responses;
Responding to patient complaints;
Handling subject access requests.
20.3.3 The Client remains solely responsible for:
Clinical governance;
Complaint handling;
Safeguarding;
Data subject rights requests;
Regulatory compliance (including CQC where applicable).
20.4 Security & Account Access
20.4.1 The Client shall:
Provide secure login credentials via secure means;
Maintain two-factor authentication where available;
Notify Rise immediately of any suspected security breach.
20.4.2 Rise shall:
Use reasonable security measures;
Not share access credentials;
Not retain access beyond termination.
20.4.3 Rise shall not be liable for:
Platform hacking;
Phishing attacks;
Account lockouts;
Third-party breaches;
Loss of data caused by platform providers.
20.5 Data Breach Notification
20.5.1 If Rise becomes aware of a personal data breach directly caused by its own actions, Rise shall notify the Client without undue delay.
20.5.2 Rise shall not be liable for data breaches arising from:
Platform vulnerabilities;
Client system failures;
Weak passwords;
Third-party integrations;
Unauthorised access outside Rise’s control.

21. CONTENT CREATION & PUBLISHING LIABILITY
21.1 Approval and Authority
21.1.1 The Client confirms that Rise is authorised to create and publish content on its behalf.
21.1.2 The Client acknowledges that:
All content is subject to Client approval unless expressly agreed otherwise;
Silence for 5 working days constitutes approval;
Verbal or email approval is binding.
21.2 No Liability for Approved Content
21.2.1 Once content has been approved (expressly or deemed approved), Rise shall not be liable for:
Regulatory complaints;
Advertising standards complaints;
Reputational claims;
Misinterpretation of messaging;
Allegations of misleading statements.
21.2.2 The Client bears sole responsibility for:
Accuracy of factual claims;
Clinical claims;
Medical claims;
Performance claims;
Legal compliance of statements.
21.3 Client-Supplied Content
21.3.1 Rise shall not be liable for:
Infringement arising from materials supplied by the Client;
Misleading information provided by the Client;
Breach of regulatory rules arising from Client instructions.
21.3.2 The Client indemnifies Rise against any claim arising from such materials.
21.4 Regulated Industries Disclaimer
21.4.1 Where the Client operates in a regulated industry (including healthcare), the Client acknowledges:
Rise does not provide legal, medical, or regulatory advice;
Rise does not assume responsibility for regulatory compliance;
The Client must review all content for compliance with relevant regulatory frameworks (including but not limited to CQC, GMC, ASA, MHRA).
21.4.2 The Client remains solely responsible for ensuring compliance with all applicable regulatory obligations.
21.5 Platform Policies
21.5.1 Rise is not responsible for:
Account suspension;
Content removal by platforms;
Algorithm suppression;
Advertising account bans.
21.5.2 The Client acknowledges that social media platforms operate independently of Rise.
Where content is deemed approved under Clause 8, the Client irrevocably accepts full responsibility for its publication

22. LIMITATION OF CONTENT LIABILITY
22.1 Rise shall not be liable for:
Indirect loss;
Reputational damage;
Loss of profit;
Regulatory investigations;
Patient complaints;
Clinical disputes.
22.2 Rise’s total aggregate liability shall not exceed the total fees paid in the preceding 6 months.

23. PROFESSIONAL STATUS DISCLAIMER
23.1 Rise is a marketing agency only.
23.2 Rise does not:
Provide legal advice;
Provide medical advice;
Provide clinical governance;
Act as a regulated entity;
Accept responsibility for regulated compliance.
24 Authority and Conflict Acknowledgment
The Client warrants that:
The individual signing this Agreement has full authority to bind the Client;
All internal approvals have been obtained;
No further board or shareholder approval is required;
The Client waives any later challenge to authority once Services have commenced.