These Terms and Conditions of Service ("Agreement") govern the provision of marketing and design services by Re:Spark Agency Ltd. ("Agency", "we", "us", "our") to its clients ("Client", "you"). By subscribing to any of our service plans, you agree to be bound by this Agreement in its entirety.
This Agreement constitutes a legally binding contract. If you do not agree to these terms, you must not subscribe to or use our services.
1 Parties and Definitions
1.1 "Agency" means Re:Spark Agency Ltd., a company incorporated in England and Wales with company registration number 17077461, whose registered office is at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.
1.2 "Client" means the business entity that subscribes to the Agency's services and whose authorised representative accepts this Agreement.
1.3 "Services" means the marketing, design, content, and associated services described in the applicable Subscription Plan.
1.4 "Subscription Plan" means the Starter, Growth, or Pro plan selected by the Client at the time of subscription or as subsequently amended.
1.5 "Deliverable" means any creative work, design, content, strategy document, or other output produced by the Agency for the Client under this Agreement.
1.6 "Fees" means the subscription charges payable by the Client as set out in the applicable Subscription Plan.
1.7 "Active Request" means a task or project that is currently being worked on by the Agency at any given time.
1.8 "Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
2 Subscription Plans and Services
2.1 Available Plans
The Agency offers a range of Subscription Plans as published on our website at https://respark.agency. The current Subscription Plans, including their names, pricing, included services, and turnaround times, are set out on our website at the time the Client subscribes.
The details of the Subscription Plan selected by the Client at the time of subscription (including the plan name, price, and included services) shall be confirmed in the Agency's subscription confirmation email sent to the Client upon activation of the subscription. That confirmation email shall form part of this Agreement and shall govern the scope of services for that Client's subscription.
The Agency reserves the right to update, amend, or discontinue any Subscription Plan at any time by updating the Pricing Page, subject to the notice provisions in clause 4.5 (Price Changes). Clients are encouraged to review the Pricing at https://respark.agency periodically for the most current plan information.
2.2 Service Delivery
The Agency operates a request-based queue system. Only one (1) Active Request shall be worked on at any given time per subscription, regardless of the plan selected. Additional requests shall be queued and worked on in the order they are received once the preceding Active Request is completed or paused by the Client.
Turnaround times stated in each plan are targets only and are not guaranteed. Turnaround times begin from the point at which the Agency has received all necessary Client materials, briefing information, and approvals required to commence work. Delays caused by the Client in providing instructions, materials, or feedback shall not count toward turnaround time.
Turnaround times are based on requests of standard scope and complexity. Requests that are larger in scale, involve multiple deliverable formats, require extensive research or strategy, or are otherwise more complex than a typical request for the relevant plan may require additional time beyond the stated target. In such cases, the Agency will notify the Client as soon as reasonably practicable and provide a revised estimated completion timeframe.
2.3 Plan Changes
The Client may request an upgrade or downgrade of their Subscription Plan at any time by contacting the Agency at hello@respark.agency. Upgrades shall take effect immediately upon confirmation and the Client shall be charged a pro-rated amount for the remainder of the current billing cycle. Downgrades shall take effect at the start of the next billing cycle.
3 Free Trial
3.1 Trial Period
The Agency offers a seven (7) day free trial ("Free Trial") to eligible new clients. The Free Trial commences on the date the Client activates a Subscription Plan and expires automatically at 23:59 on the seventh calendar day thereafter.
3.2 No Credit Card Required
No payment details are required to commence a Free Trial. If the Client wishes to continue using the Services beyond the Free Trial period, they must provide valid payment details and activate a paid subscription before the Free Trial expires. If no paid subscription is activated, the Client's access to the Services will cease automatically at the end of the Free Trial period.
3.3 One Free Trial Per Company
The Free Trial is available once only and is strictly limited to one (1) Free Trial per legal entity, regardless of: (a) the Subscription Plan selected; (b) the number of individuals associated with that entity; (c) whether the Client subsequently upgrades, downgrades, or changes their plan; or (d) any gap in time between a previous Free Trial and a new subscription attempt.
3.4 Prevention of Abuse
The Agency reserves the right to verify the identity and legitimacy of any entity requesting a Free Trial. To enforce the one-per-company limit, the Agency may use the following indicators (individually or in combination) to identify whether a company has previously used a Free Trial:
- Company name, trading name, or registered company number
- Registered office address or business address
Where the Agency reasonably determines that a Free Trial request constitutes an attempt to circumvent the one-per-company restriction — including through the use of multiple email addresses, shell companies, subsidiaries, or aliases — the Agency reserves the right to terminate the trial immediately, without notice, and without liability.
3.5 Services During the Free Trial
During the Free Trial, the Client shall have access to the services included in their selected Subscription Plan, subject to fair use and the Agency's reasonable capacity at the time. The Agency reserves the right to limit the volume of deliverables produced during the Free Trial period.
3.6 Intellectual Property During the Free Trial
All intellectual property rights in any Deliverables produced during the Free Trial period shall remain vested in the Agency until the Client either: (a) converts to a paid subscription and all applicable Fees are paid; or (b) purchases the Deliverables outright in accordance with this clause.
If the Client does not convert to a paid subscription, the Client shall have no right to use, reproduce, publish, or exploit any Deliverables produced during the Free Trial. The Agency may, at its discretion, withhold delivery of, or request the immediate return or deletion of, any such Deliverables.
Where the Client does not convert to a paid subscription but wishes to retain and use some or all Deliverables produced during the Free Trial, the Client may request to purchase those Deliverables outright. The Agency shall, at its sole discretion, determine and communicate a one-time purchase price for the relevant Deliverables ("Trial Deliverable Fee"). Upon the Client's acceptance of the Trial Deliverable Fee and receipt of full payment by the Agency, intellectual property rights in the purchased Deliverables shall be assigned to the Client on the same terms as set out in clause 5.1 of this Agreement.
3.7 Cancellation During the Free Trial
The Client may cancel the Free Trial at any time and for any reason before it expires by notifying the Agency at hello@respark.agency. Cancellation during the Free Trial will result in immediate cessation of service access. The Client shall have no financial liability for cancelling during the Free Trial period, provided no paid subscription has been activated.
3.8 Conversion to Paid Subscription
If the Client activates a paid subscription at any point during the Free Trial, the trial will end immediately and the paid subscription billing cycle will commence from that date. The first billing date for monthly subscribers shall be the date of paid activation. For annual subscribers, the full annual fee shall be due on activation.
4 Fees, Payment, and Billing
4.1 Subscription Fees
Fees are as stated on our website at https://respark.agency at the time of subscription, and as confirmed in the subscription confirmation email issued to the Client upon activation. All Fees are exclusive of VAT. Where VAT is applicable, it shall be charged in addition at the prevailing rate.
4.2 Billing Cycle
Monthly subscriptions are billed on a rolling monthly basis, with the first payment due on the date of subscription commencement. Annual subscriptions are billed in full at the start of the subscription period.
4.3 Payment Processing
Payments are processed by Stripe Inc. (or such other payment processor as the Agency may designate from time to time). By providing payment details, the Client authorises the Agency to collect recurring payments in accordance with this Agreement. The Client's payment details are stored and processed by the payment processor and are subject to the payment processor's own terms and privacy policy.
4.4 Failed Payments
In the event of a failed or declined payment, the Agency shall notify the Client and attempt to collect the outstanding amount within seven (7) days. If payment remains outstanding after fourteen (14) days from the original due date, the Agency reserves the right to suspend service delivery until full payment is received. Interest may be charged on overdue amounts at the rate of 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
4.5 Price Changes
The Agency reserves the right to amend its subscription prices upon giving the Client not less than thirty (30) days' written notice. Price changes shall take effect at the start of the next billing cycle following the expiry of the notice period.
5 Intellectual Property
5.1 Assignment of IP in Deliverables
Upon receipt of full payment of all Fees due and owing under this Agreement, the Agency hereby assigns to the Client all intellectual property rights (including copyright) in the Deliverables produced specifically for the Client under this Agreement. Such assignment shall be on a worldwide, perpetual, exclusive basis.
5.2 Retention of IP Prior to Full Payment
Prior to full payment being received, all intellectual property rights in any Deliverables shall remain vested in the Agency. The Client shall have no right to use, reproduce, distribute, or exploit any Deliverable until all outstanding Fees have been paid in full. The Agency reserves the right to seek injunctive relief and any other available remedy in the event of unauthorised use.
5.3 Agency Tools, Processes, and Methodologies
Nothing in this Agreement shall operate to transfer to the Client any intellectual property rights in the Agency's proprietary tools, templates, workflows, processes, software, or methodologies, which shall remain the exclusive property of the Agency at all times.
5.4 Third-Party and Stock Assets
Where Deliverables incorporate third-party licensed assets (including stock photography, stock footage, fonts, icons, or music), the Agency shall use only properly licensed assets. The rights to such third-party assets are subject to the relevant third-party licensor's terms, which the Agency shall disclose to the Client upon request. The Client acknowledges that certain third-party licences may restrict commercial use, exclusivity, or transferability.
5.5 Client Materials
The Client retains all intellectual property rights in any materials, brand assets, data, or content provided to the Agency for the purposes of delivering the Services ("Client Materials"). The Client grants the Agency a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of delivering the Services.
5.6 Portfolio Rights
The Client grants the Agency a non-exclusive, perpetual licence to display Deliverables and a reference to the Client's name and/or brand in the Agency's portfolio, website, case studies, and marketing materials, unless the Client provides written notice to the contrary within thirty (30) days of the relevant Deliverable being delivered.
6 Cancellation and Termination
6.1 Monthly Subscriptions
The Client may cancel a monthly subscription at any time by notifying the Agency in writing at hello@respark.agency. Cancellation will take effect at the end of the current billing cycle, meaning the Client will retain access to the Services until that date. No refunds will be issued for any portion of the current billing cycle already paid.
6.2 Annual Subscriptions
Annual subscriptions are non-refundable. If the Client wishes to terminate an annual subscription before the end of the annual term, the Client shall remain liable for all Fees for the remainder of the annual term.
6.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if: (a) the other party commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of written notice; (b) the other party becomes insolvent, enters administration, receivership, or liquidation; or (c) the other party ceases to carry on business.
6.4 Consequences of Termination
Upon termination: (a) the Agency shall deliver any completed Deliverables for which full payment has been received; (b) all outstanding Fees shall become immediately due and payable; (c) each party shall promptly return or destroy the other party's confidential information; and (d) any licences granted under this Agreement shall terminate, save for the portfolio licence in clause 5.6.
7 Confidentiality
7.1 Each party undertakes to keep confidential all information received from the other party that is designated as confidential or that ought reasonably to be considered confidential ("Confidential Information"), and to use such Confidential Information only for the purposes of this Agreement.
7.2 This obligation shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulatory authority.
7.3 The obligations in this clause shall survive termination of this Agreement for a period of five (5) years.
8 Limitation of Liability
8.1 Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, the Agency's total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort, including negligence, or otherwise) shall not exceed the total Fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
8.3 The Agency shall not be liable for any indirect, special, incidental, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of business, loss of anticipated savings, or loss of data, even if advised of the possibility of such damages.
8.4 The Agency does not warrant that the Services will be uninterrupted or error-free, or that any particular results, rankings, or outcomes will be achieved through the provision of the Services.
8.5 The Client acknowledges that digital marketing outcomes (including SEO rankings, paid advertising results, social media engagement, and email open rates) are subject to many factors outside the Agency's control and the Agency makes no guarantee of specific results.
9 Client Obligations
The Client agrees to:
- Provide the Agency with timely, accurate, and complete briefing information, materials, and approvals required for the delivery of the Services
- Respond to Agency requests for information or feedback
- Ensure that all Client Materials provided to the Agency are owned by the Client or properly licensed and do not infringe any third-party intellectual property rights
- Not use the Services for any unlawful purpose or in any way that violates applicable laws or regulations
- Keep login credentials and account access details secure and notify the Agency immediately of any suspected unauthorised access
- Ensure that an authorised representative accepts this Agreement on behalf of the Client entity
10 Warranties
10.1 Each party warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement is legally binding and enforceable against it; and (c) its performance of this Agreement will not violate any applicable laws or regulations.
10.2 The Client warrants that it has all necessary rights, permissions, and consents to provide Client Materials to the Agency and that use of Client Materials by the Agency in delivering the Services will not infringe any third-party rights.
10.3 The Agency warrants that the Services will be performed with reasonable skill and care in accordance with good industry practice.
11 Force Majeure
Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental action, or failure of third-party services ("Force Majeure Event"). The affected party shall promptly notify the other and shall use reasonable endeavours to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement on written notice.
12 Governing Law and Dispute Resolution
12.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
12.2 The parties agree to attempt to resolve any dispute informally by negotiation in good faith within thirty (30) days of written notice of the dispute.
12.3 If the dispute is not resolved informally, the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.
13 Website and Service Modifications
The Agency reserves the right to change, adjust, modify, amend, or remove any content on its website (respark.agency) at any time and at its sole discretion, without prior notice and without any liability to the Client. This includes the right to update, alter, or discontinue the website or any part of it — including the Pricing, plan descriptions, and marketing materials — at any time. The Agency also reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, subject to any notice obligations set out elsewhere in this Agreement.
14 General
This Agreement is the entire agreement between the parties on its subject matter and replaces any previous discussions, representations, or understandings between them. The Agency may update these Terms and Conditions at any time by publishing the revised version on its website. Continued use of the Services following any such update constitutes the Client's acceptance of the revised terms.
The Client may not transfer or assign their rights under this Agreement without the Agency's prior written consent; the Agency may assign its rights to any successor or affiliate. If any part of this Agreement turns out to be invalid or unenforceable, the rest of it continues in full force. Any failure by either party to enforce a right under this Agreement is not a waiver of that right.
Notices should be sent by email — to the Agency at hello@respark.agency. The parties are independent contractors and nothing in this Agreement creates any partnership, employment, or agency relationship between them.