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TERMS & CONDITIONS

Modern Classic Digital Ltd (trading as Barn the Marketing Mechanic)
These Terms and Conditions govern all work, services, and deliverables provided by Barn the Marketing Mechanic. Please read these terms carefully before instructing us to carry out work.

1. The Parties & Legal Entity

In these Terms and Conditions:

  • "The Company" (also referred to as "we", "us", or "our") refers to MODERN CLASSIC DIGITAL LTD, a company registered in England and Wales (Company Registration Number: 14399321), registered office at 4 New Inn Lane, Guildford, England, GU4 7HW, trading under the commercial name 'Barn the Marketing Mechanic'. All quotes, job tickets, contracts, agreements, and deliverables provided under the 'Barn the Marketing Mechanic' brand are legally executed by and with MODERN CLASSIC DIGITAL LTD.

  • "The Client" (also referred to as "you" or "your") refers to the individual, business, or entity engaging our services.

2. Scope of Work & Job Authorisation

  1. Job Tickets & Scope: Services will be agreed upon via a written Job Ticket, email estimate, proposal, or statement of work prior to commencing work. Any additional repairs or work outside the agreed initial scope will be quoted and billed separately.

  2. Contract Formation & Incorporation: By approving an estimate/Job Ticket (via email reply, written authorisation, or signature) or by making payment towards an issued invoice, you agree to be bound by these Terms and Conditions in full.

3. Labour Rates, Invoicing & Payments

  1. Labour Rates: Work is billed at our standard labour rates (£75 per hour or £399 per day / 6 hours) or as a fixed project price explicitly specified on your Job Ticket.

  2. Invoicing Details: All invoices are issued by MODERN CLASSIC DIGITAL LTD.

  3. Payment Method: All payments must be made strictly via bank transfer directly to the bank account of MODERN CLASSIC DIGITAL LTD as detailed on your invoice. We cannot accept payments made out to 'Barn the Marketing Mechanic'.

  4. Payment Terms:

    • Standard Account Terms: Standard payment terms are 28 calendar days from the invoice date, unless otherwise agreed in writing on the Job Ticket.

    • Pay-As-You-Go / Upfront Jobs: For new clients or one-off ad-hoc repairs, we reserve the right to require payment upfront or upon presentation of invoice before final work deliverables are released or ads launched.

  5. Late Payments & Fees: Invoices unpaid after 28 days are subject to an immediate 10% late payment surcharge. We reserve the right to suspend ongoing work, pause active ad campaigns, and charge statutory interest and collection costs under the Late Payment of Commercial Debts (Interest) Act 1998.

4. Third-Party Expenses & "Parts at Cost" (0% Markup)

  1. Parts at Cost: If your job requires third-party expenses or digital assets (including but not limited to ad spend on Google/Meta/TikTok, software subscriptions, premium plugins, stock photography, or domain registrations), these are treated as "Parts."

  2. Zero Markup: We pass third-party expenses directly to you at cost (0% markup).

  3. Pre-Approval & Payment: All third-party expenses will be outlined and pre-approved in your Job Ticket or via written agreement. Media spend, or direct software costs incurred on your behalf, must be settled prior to campaign launch or software deployment.

5. Specialist Subcontractors & Diagnostics
If a specific repair requires expertise outside our internal capabilities, we may engage trusted third-party UK specialists or suppliers. We retain overall supervisory responsibility for the delivery of the agreed scope under these Terms unless you directly enter into a separate contract with the third-party supplier.
6. Client Obligations & Project Momentum

  1. Client Responsibilities: To ensure your job is completed promptly, you agree to supply required materials (e.g., website access, assets, copy approvals, logins) and feedback in a timely manner.

  2. Third-Party Rights: You guarantee that all materials, logos, images, and copy provided to us do not infringe on any third-party intellectual property or copyright.

  3. Client Delays, Inaction & Unresponsiveness:

    • No Delay of Payment: Project timelines and payment obligations are dependent on mutual cooperation. If a project is delayed, stalled, or blocked due to your failure to provide necessary assets, logins, feedback, or sign-offs:

      • We cannot be held responsible for missed target dates or delayed campaign launches.

      • All time worked up to that point remains fully billable.

    • Invoicing Stalled Work: If a job is delayed by the Client for more than 14 calendar days from our request for information or approval, we reserve the right to invoice immediately for all labour hours worked and third-party expenses ("Parts") incurred to date, regardless of whether the final project deliverables have been published or launched.

    • Project Re-activation: Stalled projects that resume after 28+ days of client inactivity may be subject to rescheduling based on our current availability.

7. Intellectual Property & Ownership

  1. Transfer of Ownership: Upon full payment of all outstanding invoices relating to the job, full intellectual property rights for custom final deliverables created specifically for you will transfer to the Client.

  2. Pre-Existing IP & Tools: We retain ownership of all underlying pre-existing code, proprietary tools, frameworks, templates, and marketing strategies used to construct the final deliverables.

  3. Portfolio Usage: Unless a formal Non-Disclosure Agreement (NDA) has been executed prior to commencement, we reserve the right to display completed work, stats, and non-confidential campaign results in our portfolio, case studies, or promotional material.

8. Cancellations & Termination

  1. One-Off Jobs & Ad-Hoc Fixes: Either party may cancel a one-off job prior to completion by written notice. The Client remains fully liable for all labour hours worked (at our standard rate) and third-party expenses ("Parts") incurred up to the exact point of cancellation notice.

  2. Rolling & Ongoing Services: For ongoing or recurring monthly support, either party may terminate the agreement by providing 14 days' written notice. All outstanding work and expenses during the 14-day notice period will be calculated pro-rata.

9. Official Communications
Official communications—including project updates, technical reports, invoices, and notice of changes—will be issued from email addresses associated with MODERN CLASSIC DIGITAL LTD or Barn the Marketing Mechanic. These communications hold equal contractual weight under this agreement.
10. Limitation of Liability

  1. Legal responsibility, claims, or liability arising from services supplied under the trading name Barn the Marketing Mechanic rest exclusively with MODERN CLASSIC DIGITAL LTD.

  2. Consequential Loss: We shall not be liable for any indirect, special, or consequential loss, including loss of profit, loss of revenue, business interruption, or loss of data resulting from marketing performance, platform algorithm changes, or third-party outages (e.g., Google or Meta downtime).

  3. Cap on Liability: Our total cumulative financial liability in connection with any job or contract shall not exceed the total fees paid by you for the specific service or Job Ticket in question.

11. Governing Law & Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or relating to these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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