These terms govern engagements between Broadview and its clients. Specific engagements may be governed by an additional written contract that takes precedence in the event of conflict.
These terms of service ("Terms") apply to all services provided by Broadview ("Broadview", "we", "us", "our") to any customer ("Client", "you", "your"). Broadview is the trading name of the individual operator ("Chuck") whose full identifying details are provided to the Client on engagement, in the relevant Statement of Work or other written engagement document. By engaging us, you agree to these Terms. They form a contract between you and Chuck in his personal capacity as the operator of Broadview. Where a separate signed agreement (such as a Statement of Work, Master Services Agreement, or Data Processing Agreement) is also in force, that document takes precedence in the event of conflict.
Please read these Terms carefully before engaging Broadview. They contain important provisions on payment, intellectual property, liability, and indemnities that affect your legal rights.
Broadview provides digital consultancy services across digital marketing (including Google Ads management), web design and development, bespoke software, and AI workflow automation. The specific Services for any engagement are set out in a Statement of Work agreed between the parties before work begins.
Broadview will perform the Services with reasonable skill and care and in accordance with good industry practice. The Services are advisory and creative in nature. Broadview does not guarantee specific commercial outcomes (such as a particular number of leads, sales, rankings, or ROI), as these depend on factors outside our control.
An engagement begins only when all of the following are true:
Verbal discussions, draft proposals, exploratory calls, and informal correspondence do not, on their own, constitute an engagement, a commitment, or a binding agreement. Broadview reserves the right to decline any prospective engagement at its sole discretion, without obligation to give reasons.
Fees may be charged on a fixed-fee, time-and-materials, retainer, or hybrid basis as set out in the relevant Statement of Work. All fees are quoted exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate where required by law.
Time for payment is of the essence. If any invoice is not paid in full by the due date, Broadview reserves the right, without prejudice to any other rights or remedies:
If the Client reasonably and in good faith disputes any part of an invoice, the Client must notify Broadview in writing within 7 days of receipt, setting out the specific items disputed and the reasons. The Client must pay the undisputed portion in accordance with the standard payment terms. The parties will work in good faith to resolve any dispute promptly. Failure to raise a dispute within 7 days is deemed acceptance of the invoice.
Reasonable out-of-pocket expenses incurred in connection with the Services (including third-party fees, hosting, paid plugins, stock assets, and travel beyond reasonable distance) will be re-charged at cost, with prior notice where the expense is significant.
To enable Broadview to deliver the Services on time and to budget, the Client agrees to:
Delays, failures, or losses caused by the Client's acts or omissions (including failure to meet the obligations above) may result in revised timelines, additional fees, or other consequences, communicated in writing.
Material changes to the agreed scope (including significant additions, restructuring, or revised priorities) will be handled through a written change request setting out the change, its impact on timeline and fees, and any other consequences. Work outside the agreed scope will not begin until the change request has been approved in writing by both parties. Broadview is not obliged to perform work outside the agreed scope.
Minor adjustments that do not materially affect timeline or fees may be absorbed at Broadview's discretion, but doing so creates no precedent or obligation.
On payment in full of all fees properly due in respect of the relevant engagement, ownership of the bespoke Deliverables created specifically for the Client passes to the Client. This includes custom code written specifically for the Client, copy written specifically for the Client, designs created bespoke for the Client, and other engagement-specific outputs.
Until full payment is received, all Deliverables remain the property of Broadview, and the Client has no right to use them. Any use prior to full payment is unlicensed and infringing.
Broadview retains all right, title, and interest in and to Broadview IP, including pre-existing materials, methodologies, frameworks, code libraries, templates, tools, know-how, and processes used in the course of delivering the Services. This is true whether or not Broadview IP is embedded in a Deliverable.
Where Broadview IP is embedded in a Deliverable, Broadview grants the Client (subject to full payment) a non-exclusive, perpetual, worldwide, royalty-free, non-transferable licence to use, modify, and create derivative works from that Broadview IP solely as part of the Deliverable and solely for the Client's own internal business purposes. The Client may not sublicense, resell, or distribute Broadview IP as a standalone product or service.
Deliverables may incorporate third-party software, plugins, fonts, stock images, APIs, or services. These remain subject to the licence terms of their respective owners. Where Deliverables include open-source software, the Client's use is governed by the relevant open-source licence. Broadview will use reasonable efforts to disclose material third-party components to the Client.
Unless agreed otherwise in writing, Broadview reserves the right to reference the engagement (in non-confidential, factually accurate terms) in its portfolio, website, social media, and marketing materials. The Client may opt out of this in writing at any time.
To the extent permitted by law, Broadview waives any moral rights in the Deliverables for the benefit of the Client, save the right to be identified as the author where reasonably appropriate.
Each party agrees to keep the other party's Confidential Information confidential, to use it only for the purposes of the engagement, and to apply at least the same standard of care to it as it applies to its own Confidential Information of like importance (and in any event no less than a reasonable standard of care). This obligation continues for 3 years after the end of the engagement, save for trade secrets which remain confidential indefinitely.
Confidential Information does not include information that:
Either party may sign a more detailed Non-Disclosure Agreement at the request of the other.
Each party agrees to comply with applicable data protection law in performing its obligations, including the UK GDPR and the Data Protection Act 2018. Broadview's general approach to personal data is set out in our privacy policy.
Where Broadview processes personal data on behalf of the Client (for example, end-user data flowing through a website or platform we host, or data accessed via the Google Ads API), the parties will enter into a written Data Processing Agreement (DPA) that satisfies Article 28 of UK GDPR. Broadview's standard DPA is available on request.
The Client warrants that it has all necessary lawful bases (including consents where required) to provide personal data to Broadview and to instruct Broadview's processing.
Broadview warrants that:
The Client warrants that:
Save for the warranties expressly set out above, all warranties, conditions, representations, and other terms (express or implied) are excluded to the fullest extent permitted by law. In particular, Broadview gives no warranty as to commercial outcomes, search engine rankings, conversion rates, or any other performance metric.
The Client shall indemnify and hold harmless Broadview (and Chuck personally) against all losses, damages, liabilities, costs, expenses (including reasonable legal fees), claims, demands, and proceedings arising out of or in connection with:
Broadview shall promptly notify the Client of any claim subject to this indemnity, allow the Client to control the defence of the claim (using reasonable counsel), and provide reasonable assistance at the Client's cost.
Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
The Client acknowledges that Broadview is operated by Chuck in his personal capacity, and accordingly accepts the following limitations:
The Client acknowledges that the fees charged reflect the limitations of liability set out in this clause, and that these limitations are reasonable in all the circumstances.
The engagement begins on the effective date of the Statement of Work and continues until completion of the Services or until terminated in accordance with this clause.
For retainer engagements, either party may terminate by giving 30 days' written notice. For fixed-fee engagements, the Client may terminate at any time on written notice, but remains liable for all fees in respect of work completed up to the effective date of termination, plus a fair and reasonable proportion of fees for work in progress and any non-cancellable third-party costs reasonably committed for the engagement.
Either party may terminate immediately on written notice if the other:
Broadview may also terminate immediately if the Client fails to pay any sum due for more than 30 days, behaves abusively toward Broadview, or asks Broadview to undertake work that is unlawful or contrary to professional standards.
On termination, regardless of cause:
Broadview may subcontract part of the Services to suitably qualified third parties, but remains responsible to the Client for the performance of those subcontractors as if performing the Services itself.
Neither party may assign, transfer, charge, or otherwise dispose of its rights or obligations under the engagement without the prior written consent of the other (such consent not to be unreasonably withheld), save that Broadview may assign to a successor entity in the event of restructuring (including incorporation), sale, or merger of its business.
Neither party is liable for any delay or failure to perform its obligations (other than payment) to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disorder, fire, flood, severe weather, pandemic or epidemic, action of public authority, third-party platform or infrastructure failure, internet outages, industrial dispute, and (specifically in the case of Broadview) serious illness, injury, bereavement, or family emergency affecting Chuck personally. The affected party will notify the other promptly and use reasonable efforts to mitigate the effect. If the force majeure event continues for more than 60 days, either party may terminate the engagement on written notice, with no liability arising from the termination itself.
Notices under these Terms shall be in writing and sent to the email or postal addresses notified by each party. Email notices take effect at the time of successful transmission (absent a bounce-back). Postal notices take effect 2 Working Days after posting by first-class mail. Broadview's notice address for email is hello@broadviewltd.co.uk.
These Terms, together with any Statement of Work and any other written agreement signed between the parties, constitute the entire agreement between the parties and supersede all prior discussions, representations, communications, and understandings, whether written or oral. Each party acknowledges that, in entering this contract, it has not relied on any statement, representation, or warranty not expressly set out in these Terms.
No variation of these Terms is effective unless in writing and signed (or confirmed by email) by an authorised representative of each party. A failure or delay by either party in exercising any right does not constitute a waiver of that right, and no single or partial exercise prevents further exercise.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the provision shall be modified to the minimum extent necessary to render it valid, or (if that is not possible) severed. The remainder of the Terms shall continue in full force and effect.
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind the other or to make representations on the other's behalf without prior written consent.
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, save that Chuck personally may enforce the indemnity and liability-limitation provisions in his own right.
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.