[DRAFT — requires legal review before publication. AI-assisted draft, not legal advice.]

Terms of Service

Last updated: 1 May 2026

These terms govern the provision of marketing services by MDMX (operated by Michael Maybury, sole trader) to its business clients. By engaging MDMX, the Client agrees to these terms.

1. Definitions

• "Service" — Meta Ads management, lead generation, and AI-powered lead nurturing for UK home improvement and trade businesses.
• "Client" — the business contracting MDMX for service delivery.
• "Lead" — a qualified prospect generated through MDMX-managed campaigns.
• "MDMX" — Michael Maybury trading as MDMX.
• "Booked job" — a Lead for whom a quote has been delivered, accepted by the customer, and scheduled.

2. Service description

MDMX offers two pricing models. The applicable model for a given Client is recorded in their service offering and the underlying engagement contract.

Model A — "Lead Generation" (MDMX takes ad-spend risk)

• £500 one-time setup fee, paid before launch via GoCardless Direct Debit.
• £250 per Booked Job thereafter, billed monthly via GoCardless Direct Debit.
• MDMX funds all advertising spend.
• "Booked Job" is defined per Section 1.
• 30 days written cancellation notice, either side.

Model B — "Marketing Service" (Client takes ad-spend risk)

• The Client funds all advertising spend from their own ad account.
• MDMX takes a commission on jobs generated, typically in the range of 8–15% of job value, negotiated and agreed in writing per Client.
• No setup fee, OR a small management retainer (typically £200–£500 per month) where the scope warrants.
• The Client retains direct ownership of their ad account.

3. Payment terms

• Setup fees are paid in advance via GoCardless Direct Debit before campaign launch.
• Per-booking fees (Model A) are billed monthly via GoCardless Direct Debit on the 1st business day of the following month, covering bookings made in the prior calendar month.
• Commissions (Model B) are billed on the same monthly cadence, against jobs reported as won during the relevant period.
• Late payment. Where any sum is not paid by its due date, MDMX may charge statutory interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs.

4. Cancellation

• Either party may cancel the Service on 30 days written notice.
• If MDMX cancels with cause attributable to MDMX (e.g. inability to deliver the Service), prepaid setup fees will be refunded on a pro-rata basis for any unconsumed portion of the setup work.
• No refund is given for per-booking fees or commissions already accrued at the point of cancellation.
• The Client remains liable for any sums invoiced or accrued during the notice period.

5. Intellectual property

Each party retains ownership of pre-existing IP. Campaign creative produced by MDMX during the engagement is licensed perpetually and royalty-free to the Client for use in their own future marketing. Audiences, lookalike audiences, custom audiences built during campaigns, AI workflow definitions, and data analytics models remain MDMX's property and are not transferred upon termination. Client retains ownership of their brand assets, customer data, and historical ad account data.

6. Liability limitations

• MDMX's total aggregate liability under or in connection with these terms (whether in contract, tort, or otherwise) is capped at the total fees paid by the Client to MDMX in the 12 months preceding the event giving rise to the claim.
• MDMX is not liable for indirect, consequential, or special damages, including but not limited to loss of profits, loss of business, loss of goodwill, or loss of anticipated savings.
• MDMX is not liable for variability in advertising platform performance, including but not limited to changes made by Meta or other ad platforms, ad account suspensions, restrictions, policy enforcement actions, or fluctuations in cost-per-result.
• Nothing in these terms excludes or limits liability that cannot be excluded or limited under English law (including liability for death or personal injury caused by negligence, or for fraud).

7. Confidentiality

Each party will treat the other's non-public information disclosed in the course of the engagement as confidential, will not disclose it to third parties except as required to deliver the Service or as required by law, and will protect it with reasonable care. This obligation survives termination for a period of 3 years.

8. Data processing

For personal data of the Client's customers and prospects processed by MDMX in the course of delivering the Service, MDMX acts as a Data Processor and the Client acts as the Data Controller.

Where MDMX processes personal data on behalf of the Client (e.g. lead contact details), the parties shall enter into a separate Data Processing Agreement (DPA) prior to commencement of services. The DPA forms part of this contract.

9. Governing law and jurisdiction

These terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

10. Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, fire, flood, pandemic, internet or telecommunications outages, or actions of regulators or ad platforms. The affected party will notify the other promptly and the parties will cooperate in good faith to mitigate the impact.

11. Notices

Notices under these terms may be given by email. A notice sent by email to michael@mdmx.digital (for MDMX) or to the Client's primary email address on file is deemed received within 24 hours of sending, provided no bounce or delivery failure is received.