Terms & Conditions

1. Legal Entity & Binding Agreement

These Terms & Conditions (“Terms”, “Agreement”) constitute a comprehensive, legally binding contract entered into between SK FLOW LTD (“Company”, “we”, “us”, or “our”), a company incorporated in England and Wales under Company Registration Number 17463288, having its registered office at 19 Ardsheal Close, Worthing, BN14 7RP, United Kingdom, and the person, firm, or company (“Client”, “you”, or “your”) purchasing digital agency services or browsing our website (skflowltd.com).

By visiting our website, submitting an enquiry form, signing a Statement of Work (SOW), issuing a purchase order, or paying an invoice, you unequivocally agree to be bound by these Terms, together with our Privacy Policy, Cookie Policy, and Easy Refund Policy, all of which are incorporated herein by reference.

2. Comprehensive Agency Service Scopes

SK FLOW LTD provides professional business-to-business (B2B) digital marketing, creative management, technical optimization, and ecommerce solutions. Our service packages are divided into six primary modular capabilities:

• Product Listing Services: End-to-end product catalog setup, title and bullet-point SEO copywriting, image resizing and alt-tagging, SKU formatting, variant grouping, attribute mapping, and multi-channel publication across Shopify, Amazon Seller Central, TikTok Shop, and WooCommerce.
• Shopify Support & Store Management: Shopify theme customization, liquid template adjustments, mobile responsive tuning, app stack integration and conflict resolution, payment gateway onboarding, checkout optimization, conversion rate enhancement (CRO), speed optimization, and inventory synchronization.
• YouTube Channel Optimization & Management: Strategic channel branding, high-CTR custom thumbnail creation, keyword-rich video descriptions, title optimization, tag generation, playlist structuring, end-screen and card setup, audience retention analysis, and YouTube algorithm compliance.
• TikTok Commerce & Creator Optimization: Short-form video strategy, trend identification, hook and script development, TikTok Shop affiliate program management, creator collaboration workflows, product showcase optimization, and TikTok algorithm audience targeting.
• Digital Advertising Management: Comprehensive strategy, audience segmentation, ad creative design, persuasive direct-response copywriting, pixel/conversion API tracking setup, A/B testing, ROAS analysis, and continuous media spend management across Meta Ads (Facebook & Instagram), Google Ads (Search, Performance Max, Shopping), and TikTok Ads.
• Ecommerce Product Research & Market Validation: Data-driven product opportunity identification, consumer search volume trend analysis, profit margin calculation and landed cost modeling, competitor pricing and ad strategy reverse-engineering, and reliable supplier vetting.

3. Quotations, Scopes of Work (SOW) & Contract Formation

• All formal proposals, written quotations, and electronic estimates communicated via email or our official WhatsApp channel (+44 7862 601814) are valid for a period of 30 calendar days from the date of issuance, after which they may be subject to review or revision.
• A legally binding contract between SK FLOW LTD and the Client comes into existence upon the occurrence of any of the following: (a) written acceptance of our proposal via email or digital signature, (b) countersigning of a formal Statement of Work (SOW), or (c) payment of an initial project invoice or retainer deposit.
• Any additions, scope creep, additional product volumes, or supplementary digital services requested outside the agreed Statement of Work will be quoted as a separate addendum and will require mutual written authorization before commencement.

4. Client Responsibilities & Collaboration Covenants

To enable SK FLOW LTD to perform its contractual obligations and meet agreed timelines, the Client covenants and agrees to:

• Provide comprehensive, clear project briefs, brand assets, vector logos, high-resolution product imagery, accurate product specifications, and copy materials in a timely manner.
• Grant necessary access permissions, collaborator codes, or administrative delegate access to relevant platforms (e.g. Shopify Partner access, Meta Business Manager, Google Ads Manager, TikTok Shop) strictly as required for the delivery of the services.
• Designate a primary contact person with full commercial authority to review deliverables, provide instructions, and approve milestones.
• Review all submitted drafts, test stores, listing batches, or ad creatives and provide consolidated, constructive feedback or formal sign-off within 5 business days of delivery. In the absence of feedback within 5 business days, the milestone shall be deemed accepted.
• Warrant that all materials, designs, claims, trademarks, and media supplied to SK FLOW LTD do not infringe upon any third-party intellectual property rights, do not violate the UK Advertising Standards Authority (ASA) CAP Code, and are not defamatory, unlawful, or misleading.

5. Pricing, Invoicing, Taxes & Payment Default Terms

• Currency: All fees are stated, quoted, and payable in British Pounds Sterling (GBP – £) unless expressly agreed otherwise in writing.
• Fixed-Scope Projects: Fixed-price projects are invoiced in accordance with agreed milestone schedules—typically fifty percent (50%) advance deposit prior to project initiation, and the remaining fifty percent (50%) upon delivery and approval of final milestones.
• Monthly Retainer Services: Ongoing management services (e.g. monthly Shopify support, YouTube optimization, or ad campaign management) are invoiced monthly in advance and are payable within fourteen (14) calendar days of invoice date.
• Taxes: All quoted prices are exclusive of Value Added Tax (VAT) or applicable local sales taxes, which shall be charged at the prevailing statutory UK rate where applicable.
• Late Payment Remedies: If the Client fails to pay any sum due under this Agreement by the due date, SK FLOW LTD reserves the statutory right to:
  • Charge statutory interest and compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% above the Bank of England base rate per annum.
  • Suspend all active work, pause ad campaign management, withhold deliverable files, and restrict administrative access until all overdue balances are settled in full.
  • Recover all reasonable legal costs, debt collection agency fees, and disbursements incurred in recovering outstanding sums.

6. Intellectual Property Rights & Ownership Attribution

• Client Materials: The Client retains sole ownership of all pre-existing intellectual property, trademarks, brand assets, trade secrets, and content provided to SK FLOW LTD for the purpose of fulfilling the project.
• Custom Deliverables: Subject to full payment of all corresponding invoices, SK FLOW LTD assigns to the Client all right, title, and interest (including copyright) in all bespoke visual designs, advertising copy, listing texts, and customized store elements produced specifically for the Client under the relevant SOW.
• Background IP & Agency Tooling: SK FLOW LTD retains absolute and exclusive ownership of all pre-existing code libraries, proprietary tools, scripts, internal workflows, data models, template architectures, and marketing methodologies developed independently of this Agreement.
• Portfolio Rights: Unless the Client explicitly requests a Non-Disclosure Agreement (NDA) prior to project commencement, SK FLOW LTD retains the right to reference the Client’s name, logo, and a general description of the services provided in our corporate portfolio, case studies, and marketing materials.

7. Third-Party Platforms, Media Spend & Algorithmic Independence

• SK FLOW LTD is an independent digital solutions agency. We do not own, control, or operate external platforms such as Shopify, Meta (Facebook/Instagram), Google, TikTok, YouTube, Amazon, or payment processors.
• We cannot and do not guarantee uninterrupted availability, specific algorithm indexing, ad account approval, or organic ranking positions on third-party platforms, as these are governed entirely by autonomous third-party terms of service and changing algorithmic policies.
• Direct Media Advertising Budgets: All advertising media spend is paid directly by the Client to the respective ad networks (Google, Meta, TikTok). SK FLOW LTD manages the deployment of campaigns but does not act as a credit facility. Advertising funds spent on third-party ad networks are consumed directly by the platforms and are strictly non-refundable.

8. Warranties & Professional Standard of Care

• SK FLOW LTD warrants that it will perform all digital agency services with reasonable skill, care, diligence, and in accordance with recognized UK digital agency best practices.
• Except as expressly set out in these Terms, all warranties, conditions, and other terms implied by statute or common law (including the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by English law, excluded from this Agreement.
• We do not warrant that our digital deliverables will generate a specific monetary turnover, profit margin, return on ad spend (ROAS), or commercial conversion rate, as commercial success depends upon external market demand, product competitiveness, consumer trends, and economic variables beyond our control.

9. Limitation of Liability & Financial Caps

• Statutory Exclusions: Nothing in these Terms shall exclude or limit the liability of either party for:
  • Death or personal injury caused by negligence;
  • Fraud or fraudulent misrepresentation;
  • Any other liability that cannot be lawfully excluded or limited under the laws of England and Wales.
• Consequential Loss Exclusion: Under no circumstances shall SK FLOW LTD be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
  • Loss of profits, revenue, or prospective business;
  • Loss of anticipated savings, goodwill, or commercial reputation;
  • Loss, corruption, or degradation of data or software;
  • Any indirect, special, punitive, or consequential economic loss.
• Financial Liability Cap: Subject to the statutory exclusions above, the total aggregate liability of SK FLOW LTD arising out of or in connection with this Agreement or any SOW, whether in contract, tort, misrepresentation, or otherwise, shall be strictly capped at and limited to the total service fees actually paid by the Client to SK FLOW LTD under the specific SOW in the three (3) months immediately preceding the event giving rise to the claim.

10. Indemnification by Client

The Client agrees to fully indemnify, defend, and hold harmless SK FLOW LTD, its directors, officers, employees, and subcontractors from and against any and all claims, actions, damages, liabilities, costs, and legal expenses (including reasonable solicitor fees) arising out of or in connection with: (a) any breach by the Client of these Terms, (b) any infringement of third-party intellectual property rights resulting from materials supplied by the Client, or (c) any consumer claims or regulatory investigations regarding products sold by the Client through stores or listings configured by SK FLOW LTD.

11. Term, Termination & Cancellation

• Retainer Cancellation: Either party may terminate a recurring monthly service retainer by providing at least 14 calendar days written notice prior to the start of the next billing cycle. No cancellation fees will be charged.
• Termination for Cause: Either party may terminate this Agreement with immediate effect by giving written notice if the other party:
  • Commits a material breach of this Agreement and (if remediable) fails to remedy that breach within 14 calendar days of receiving written notice to do so;
  • Enters into compulsory or voluntary liquidation, bankruptcy, administration, makes an arrangement with creditors, or ceases trading.
• Post-Termination Obligations: Upon termination, the Client shall immediately pay all outstanding invoices and unpaid work delivered up to the effective date of termination. SK FLOW LTD shall hand over all completed client-owned files and revoke administrative delegate access.

12. Force Majeure

Neither party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its contractual obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including acts of God, strikes, lock-outs, cyberattacks, systemic internet infrastructure failure, government restrictions, epidemics, pandemics, or wars.

13. Confidentiality & Non-Disclosure

Each party undertakes that it shall not at any time disclose to any person any confidential commercial, technical, or financial information concerning the business, affairs, clients, or suppliers of the other party, except as permitted by law or with prior written consent. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under this Agreement.

14. Severability & Entire Agreement

If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the remainder of these Terms. These Terms, together with any SOW, constitute the entire agreement between the parties.

15. Governing Law & Exclusive English Jurisdiction

This Agreement, and any dispute, controversy, proceedings, or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

16. Contact & Notices

Formal notices under this Agreement must be delivered in writing to:

SK FLOW LTD
Attn: Legal & Commercial Contracts
19 Ardsheal Close, Worthing, BN14 7RP, United Kingdom
Official Email: contact@skflow.co.uk
Official WhatsApp: +44 7862 601814