Terms of Engagement

01 Who we are & what this covers

Forma House (“Forma House”, “we”, “us”, “our”) is an independent, external fractional agency providing marketing, growth, content, community, partnerships, design, advisory and project-management services. The party engaging us is the “Client” (“you”, “your”).

These Terms of Engagement (the “Terms”) apply to every engagement unless we have signed a separate written agreement that expressly overrides them. By instructing us, paying an invoice, or continuing to receive our services, you accept these Terms.

02 Nature of the relationship

We act at all times as an independent contractor. Nothing in our engagement creates an employment relationship, partnership, joint venture, fiduciary relationship, or relationship of principal and agent between us and the Client. No partnership is created or intended within the meaning of the Partnership Act 1890. Neither party may bind the other, hold itself out as able to bind the other, or incur any obligation or liability on the other’s behalf.

03 Scope of services

The specific services, deliverables, timelines and fees for an engagement are set out in the applicable proposal, statement of work or order form (the “Brief”). Anything not expressly described in the Brief is out of scope. Requests outside the agreed scope may be quoted and charged separately and may affect timelines.

We provide services on a reasonable-efforts basis. We do not warrant or guarantee any particular outcome, performance metric, financial return, growth figure, ranking, market result or commercial success. Case studies, references and examples shown on our website or in proposals are illustrative only and are not a promise of comparable results.

04 Fees & payment

Payment in advance

Unless expressly agreed otherwise in writing, all fees are payable in advance. Monthly retainers are invoiced and due before the start of each service period, and project or setup fees are due before work begins. We are under no obligation to commence, continue or deliver any work until cleared payment for the relevant period has been received.

Verified referrals

Invoicing & late payment

• Invoices are payable by the date stated on the invoice. Time for payment is of the essence.
• We may suspend or pause services, withhold deliverables, and pause access while any invoice is overdue, without liability for any resulting delay or impact.
• Overdue amounts may accrue interest and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• All fees are exclusive of VAT and any other applicable taxes, which the Client is responsible for where chargeable.
• Fees already paid are non-refundable except where required by law, and retainers are not transferable between months unless expressly agreed in writing.

Third-party & pass-through costs

Costs payable to third parties (e.g. paid media spend, ad budgets, influencer or creator fees, tooling, software, licences, travel) are the Client’s responsibility and are either paid directly by the Client or pre-funded to us before we commit them. We do not advance or underwrite third-party spend on the Client’s behalf.

05 No custody of, or responsibility for, Client funds

Forma House does not hold, custody, control, manage, administer or direct any Client funds, treasury, wallets, digital assets, tokens, fiat balances, bank accounts or financial instruments of any kind. We are not a financial institution, money services business, investment adviser, broker, custodian or fund manager, and we provide no financial, investment, legal, tax or accounting advice.

All decisions relating to a Client’s finances, treasury, fundraising, token issuance, listings or asset management are made solely by the Client, in its sole discretion and at its sole risk. The Client retains full and exclusive ownership of, and responsibility for, all of its funds and assets at all times.

06 Client responsibilities & conduct

The Client is solely and exclusively responsible for its own business, operations, products, finances, regulatory and legal compliance, disclosures, and representations to third parties. The Client shall:

• provide accurate information, timely approvals, access and materials needed for us to perform;
• ensure it holds all rights, licences and consents for any materials it supplies to us;
• ensure its products, claims, promotions and activities comply with all applicable laws, regulations and advertising codes;
• be responsible for the final decision to publish, launch or act on any work or recommendation we provide.

Forma House has no involvement in, control over, or responsibility for the lawfulness, solvency, integrity or ongoing viability of any Client. If a Client becomes insolvent, ceases trading, is wound up, enters administration or liquidation, mismanages or misappropriates its own or any third party’s funds, breaches any law or regulation, or engages in any fraudulent, deceptive, negligent or otherwise wrongful conduct, those matters are the sole responsibility and liability of that Client and its officers, and Forma House bears no responsibility or liability whatsoever in respect of them.

07 Intellectual property

Subject to full payment of all sums due, final deliverables created specifically for the Client are assigned to the Client on payment. We retain ownership of our pre-existing materials, tools, templates, know-how and methods, and grant the Client a licence to use these to the extent embedded in the deliverables. Until full payment is received, all rights in work product remain with Forma House.

Unless the Client asks us in writing not to, we may reference the engagement and display non-confidential work in our portfolio, case studies and marketing.

08 Confidentiality

Each party shall keep the other’s confidential information confidential and use it only for the purpose of the engagement, except where disclosure is required by law or to professional advisers under equivalent duties of confidence.

09 Term & termination

• Retainer engagements continue on a rolling monthly basis unless stated otherwise and may be terminated by either party on the notice period stated in the Brief (or 30 days’ written notice if none is stated).
• Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days, or becomes insolvent.
• On termination, all fees and costs incurred or committed up to the termination date become payable, and pre-paid fees for services already rendered are non-refundable.
• Clauses which by their nature should survive termination (including payment, IP, confidentiality, liability, indemnity and governing law) shall continue in force.

10 Limitation of liability

To the fullest extent permitted by applicable law:

• we shall not be liable for any indirect, incidental, special, consequential, punitive or exemplary loss, nor for any loss of profit, revenue, business, goodwill, anticipated savings, data, funds, assets or opportunity, however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility of such loss;
• our total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees actually paid by the Client to Forma House in respect of the specific services giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

11 Indemnity

The Client shall indemnify and hold harmless Forma House, its principals, employees, contractors and affiliates against any and all claims, demands, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with the Client’s business, conduct, funds, assets, products, materials supplied to us, or any breach by the Client of these Terms or of any applicable law or regulation.

12 Non-solicitation

During an engagement and for 6 months afterwards, the Client shall not directly or indirectly solicit or employ any individual engaged by Forma House in connection with the services without our prior written consent.

13 Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes, failures of utilities, internet or third-party platforms, regulatory action, or changes to third-party APIs or services.

14 General

• Third parties: a person who is not a party to an engagement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• Entire agreement: the Brief together with these Terms is the entire agreement between us and supersedes prior discussions.
• Variation: any change to these Terms must be agreed in writing.
• Severability: if any provision is found invalid or unenforceable, the remaining provisions continue in full force.
• No waiver: failure to enforce a term is not a waiver of it.
• Assignment: the Client may not assign the engagement without our written consent.

15 Governing law & jurisdiction

These Terms, and any engagement with Forma House, together with any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), 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.