Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern the provision of e-commerce marketing services by Stonegate Solutions Ltd (“Stonegate”, “we”, “us” or “our”), a company registered in England with its registered office at 66 Paul Street, London, England, EC2A 4NA, to you (“Client", “you” or “your”). By engaging our services, requesting a proposal, signing an engagement letter, or using our website at stonegate-solutions.com, you agree to be bound by these Terms.

If you do not agree with any part of these Terms, you should not use our website or engage our services.

2. Scope of services

Stonegate provides digital marketing services for direct-to-consumer and e-commerce businesses, primarily:

• Media Buying — planning, buying, optimising and reporting paid media campaigns across platforms including, but not limited to, Meta, Google, TikTok and other advertising networks.
• Creative Management — creative strategy, concept development, high-converting ad production, user-generated content (UGC) sourcing and coordination, asset versioning and iterative creative testing.

The precise scope, deliverables, campaign budgets, fees and performance targets for each engagement are set out in a separate proposal, insertion order, statement of work or engagement letter agreed in writing between the parties. In the event of any conflict, the terms of the specific engagement letter take precedence over these general Terms.

3. Client obligations

To enable us to deliver the services effectively, you agree to:

• Provide timely, accurate and complete information about your brand, products, audiences, historical campaign data, creative assets and access credentials.
• Grant and maintain the necessary administrative, advertiser and platform access for the duration of the engagement.
• Provide feedback, approvals and decisions within the agreed timeframes so that campaigns and creative are not delayed.
• Comply with all applicable advertising policies, consumer protection laws, data-protection laws and platform terms of the channels on which advertising is placed.
• Pay all fees and media spend in accordance with the agreed payment schedule.

Delay or failure in meeting these obligations may affect campaign performance and may result in additional fees or suspension of services.

4. Fees, payment and media spend

Agency fees, retainers, performance-based commissions, one-off project fees and any other charges are set out in our proposal or engagement letter. Media spend is paid directly by you to the advertising platform or via an agreed billing arrangement.

Unless otherwise agreed, invoices are payable within 14 days of issue. We may suspend work or media buying activity if payment is overdue. All fees are quoted exclusive of VAT or other applicable sales taxes, which will be added where required by law.

5. Intellectual property

You retain all rights in your pre-existing brand assets, trademarks, logos, product imagery and other materials supplied to us.

Upon full payment of the applicable fees, any original advertising creative, copy, scripts, concepts and finished ad assets produced specifically for you by Stonegate during the engagement are assigned to you for your own marketing and advertising use. We reserve the right to use anonymised or aggregated portfolio examples for marketing purposes unless you expressly object in writing.

Stonegate retains ownership of all proprietary methodologies, frameworks, templates, processes, tools and aggregated learnings developed or used in delivering the services. These may not be copied, resold or used to compete with Stonegate without our written consent.

6. Confidentiality

Each party agrees to keep confidential any non-public business, financial, technical or campaign information disclosed during the engagement, except where disclosure is required by law or by a regulator, or where the information is already public.

7. Limitation of liability

Stonegate will perform the services with reasonable skill and care. However, we cannot guarantee specific advertising results, revenue outcomes, ROAS targets or platform policy decisions, because performance depends on factors outside our control, including market conditions, consumer behaviour, platform algorithms, product-market fit and the accuracy of information you provide.

To the fullest extent permitted by applicable law, Stonegate’s total liability arising out of or in connection with these Terms or any engagement is limited to the total fees paid by you to Stonegate under the relevant engagement in the 12 months preceding the claim.

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

8. Term and termination

The engagement begins on the start date set out in the proposal or engagement letter and continues for the agreed term. Either party may terminate in accordance with the notice period specified in the engagement letter. We may terminate immediately if you fail to pay amounts due, breach these Terms, or act in a way that exposes Stonegate to legal or reputational risk.

9. Governing law and disputes

These Terms and any dispute arising out of or in connection with them are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute.

10. Changes to these Terms

We may update these Terms from time to time. The current version will be posted on this page with the “Last updated” date. Continued use of our services or website after changes constitutes acceptance of the revised Terms.

11. Contact us

For any questions about these Terms, please contact us through the enquiry form on our website or write to: