Client Terms of Business

These terms are drafted for clients acting in the course of business. If Nightingale Content & Strategy supplies services to a consumer, separate consumer-facing terms may be required and these terms should not be used without review.

These Client Terms of Business apply between Joseph Nightingale trading as Nightingale Content & Strategy (“Nightingale”, “we”, “us”, or “our”) and the business, organisation, or professional identified in the relevant proposal, statement of work, order, email confirmation, or other written engagement document (“Client”, “you”, or “your”).

These terms apply to content writing, content strategy, SEO content, content and search audits, medical content review, consultancy, research, editing, and related professional services unless the parties expressly agree different terms in writing.

These Client Terms apply where they are provided or linked in a proposal, statement of work, quotation, order, email confirmation, or other engagement communication and you accept that engagement in writing, electronically, by paying an agreed deposit or invoice, or by instructing us to begin work after receiving them.

Any project-specific document may add to or vary these terms. Where a project-specific document expressly conflicts with these terms, the priority rules below apply.

Each engagement may include a proposal, statement of work, quotation, retainer schedule, project brief, or other written document describing the Services, Deliverables, fees, timing, and any project-specific conditions.

If there is a conflict, the following order of priority applies unless expressly agreed otherwise: (1) a signed or expressly accepted project-specific statement of work or proposal; (2) these Client Terms; and (3) other project correspondence.

We will provide the services and deliverables described in the applicable project document using reasonable care and skill.

Anything not expressly included in the agreed scope is outside scope. Additional research, meetings, pages, revisions, rewrites, implementation work, stakeholder rounds, or other requests may be quoted separately or charged at an agreed hourly, daily, or project rate.

We may reasonably adapt the working method where this does not materially reduce the agreed deliverables or outcomes.

You will provide timely access to the information, people, systems, brand materials, research, approvals, and feedback reasonably required to perform the Services.

You are responsible for the accuracy and lawfulness of materials, claims, instructions, data, trademarks, images, and other content you supply. You confirm that you have the right to provide and authorise us to use those materials for the engagement.

You will identify any confidentiality, regulatory, accessibility, brand, legal, medical, or technical requirements that materially affect the work before we begin or as soon as they become known.

You remain responsible for final business decisions, publication decisions, legal and regulatory sign-off, and implementation unless the project document expressly says otherwise.

Any timetable is based on the information and access available when it is agreed. Delivery dates will move where the scope changes, feedback is late, required information is missing, or circumstances outside our reasonable control affect the work.

If you do not provide required feedback or information within 10 business days of a request, we may reschedule the work around other commitments. If a project is inactive for 30 days because we are waiting for you, we may pause or close the project, invoice work completed, and require a revised timetable or quotation before restarting.

The number and type of included revision rounds will be stated in the project document. If the project document is silent, one reasonable round of revisions is included, provided the request remains within the agreed brief.

A revision means a reasonable amendment to work that follows the agreed brief. A change of strategy, audience, scope, factual basis, structure, deliverable type, or project objective is not a revision and may be treated as additional work.

Unless otherwise agreed, please provide consolidated feedback within 10 business days of delivery. If no material issue is raised within that period, the relevant deliverable may be treated as accepted for scheduling and invoicing purposes.

Fees are stated in the applicable proposal, quotation, retainer schedule, or statement of work. We may require a deposit, advance payment, or staged payments where stated in the project document.

Unless the project document or invoice states otherwise, invoices are due within 14 calendar days of the invoice date.

Reasonable third-party expenses will be charged only where they have been agreed in advance or are expressly included in the project scope.

For qualifying business-to-business debts, we reserve the right to charge statutory interest, fixed compensation, and reasonable recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998 or any replacement legislation.

Where Services are supplied on a recurring retainer, the project document will set the monthly scope, fee, billing date, and any minimum term.

Unless the retainer document states otherwise, either party may end an ongoing retainer on 30 days’ written notice. Fees falling due during the notice period remain payable, and unused monthly capacity does not automatically roll over unless expressly agreed.

Either party may terminate an engagement immediately by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice.

We may suspend or terminate work for overdue payment, abusive or unlawful instructions, serious confidentiality or security concerns, insolvency, or where continuing the engagement would reasonably expose us to legal, regulatory, professional, or reputational risk.

If you cancel a one-off project after work has started, you will pay for work completed up to the termination date, time or capacity reasonably committed to the project, and any non-cancellable third-party costs. Any deposit will be credited against those amounts and is refundable only to the extent it exceeds sums properly due.

Each party keeps ownership of intellectual property it owned before the engagement or develops independently of the engagement.

Subject to full payment of all sums due for the relevant work, we agree to assign to you the copyright and other assignable intellectual property rights in bespoke final deliverables created specifically for you where the project document contemplates client ownership. We will execute any further document reasonably required to give effect to that assignment. Until any required assignment formalities are completed, we grant you an exclusive, perpetual, worldwide, royalty-free licence to use, reproduce, adapt, publish, and exploit those final deliverables for your business purposes.

We retain ownership of our pre-existing methods, know-how, prompts, processes, templates, checklists, frameworks, reusable code, generic research methods, internal tools, and other background materials. Where any such material is embedded in a deliverable, we grant you a perpetual, worldwide, royalty-free licence to use it as part of that deliverable.

Third-party materials remain subject to their own licences and terms. We will identify material third-party restrictions where reasonably relevant.

Where reasonably necessary for you to use the final deliverables as contemplated by the engagement, we will not assert moral rights in those deliverables and will execute any written waiver reasonably required to give effect to the agreed use.

Unless confidentiality has been agreed, we may identify you as a client and refer to publicly available deliverables, non-confidential project descriptions, and verified results in our portfolio, case studies, proposals, or marketing materials.

We will not publish confidential information or unpublished commercially sensitive material. If you require the entire engagement to remain confidential or anonymous, tell us in writing before the work is published or publicly referenced.

Each party will keep the other party’s confidential information confidential and will use it only as reasonably necessary for the engagement. This obligation does not apply to information that is already public through no breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a competent authority.

We may share confidential information with staff, contractors, professional advisers, or service providers who reasonably need it for the engagement and who are subject to appropriate confidentiality obligations.

Each party will comply with applicable data protection law in relation to personal information it controls.

Where you provide personal data for us to process solely on your documented instructions, the parties will enter into any data processing terms reasonably required by UK data protection law.

Do not provide identifiable patient information, health records, or other special category personal data unless it is genuinely necessary for the agreed Services and the parties have first agreed an appropriate lawful, secure, and documented processing arrangement.

Our general handling of website enquiries and business contacts is described in the Privacy Policy.

Medical writing and medical content review are content services. They do not create a doctor-patient relationship and do not constitute individual diagnosis, treatment, prescribing, or clinical care.

Unless the project document expressly states otherwise, a medical review is not a regulatory approval, legal opinion, pharmacovigilance service, formal clinical governance sign-off, or guarantee that a regulator, publisher, advertising platform, search engine, professional body, or other third party will accept the content.

Medical and scientific evidence evolves. A review reflects the information and evidence reasonably available within the agreed scope and at the time the work is performed. You are responsible for maintaining published content appropriately after delivery and for obtaining specialist legal, regulatory, or clinical approval where your organisation requires it.

Search rankings, traffic, backlinks, conversions, leads, revenue, and platform visibility depend on many factors outside our control, including competitors, algorithms, technical implementation, domain history, budgets, market demand, client decisions, and third-party platforms.

We therefore do not guarantee a particular ranking, traffic level, backlink, conversion rate, revenue result, or timescale. Forecasts, keyword data, traffic estimates, opportunity assessments, and strategic recommendations are professional judgments based on the information available at the time and are not guarantees.

The Services may rely on or refer to third-party platforms, software, data sources, search engines, analytics systems, scheduling tools, AI-assisted or research tools, or other services. Their availability, pricing, outputs, terms, and functionality can change without notice.

We may use software-assisted, AI-assisted, search, research, or analytical tools as part of our internal workflow while remaining responsible for exercising reasonable professional judgment over the final deliverables. We are not responsible for outages, errors, changes, or decisions made by third-party platforms that are outside our reasonable control.

We will not knowingly upload special category personal data or materially confidential client information to a third-party tool where doing so would be inconsistent with the agreed confidentiality or data-protection arrangements.

We warrant that we will perform the Services with reasonable care and skill. Except as expressly stated in the contract, all other warranties, conditions, or terms implied by law are excluded to the fullest extent permitted by law.

You acknowledge that creative, editorial, strategic, medical-review, and SEO work involves professional judgment and that reasonable professionals may reach different views.

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

Subject to the previous paragraph, our total aggregate liability arising out of or in connection with a particular engagement, whether in contract, tort, negligence, misrepresentation, restitution, or otherwise, will not exceed 100% of the fees paid or payable to us for that engagement during the 12 months immediately preceding the event giving rise to the claim.

Subject to the first paragraph of this clause, we will not be liable for indirect or consequential loss, loss of anticipated savings, loss of opportunity, loss of goodwill, or loss of profit or revenue to the extent such loss is indirect or consequential.

You are responsible for maintaining your own backups of material you provide and for checking final published or implemented work in its live environment.

You will be responsible for claims arising from materials, instructions, data, trademarks, images, or other content you supply where the claim results from your lack of rights to use that material or from an unlawful instruction that we could not reasonably have identified from the agreed scope.

We will notify you promptly of any material third-party claim relating to work we created and will provide reasonable cooperation in addressing it.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including widespread service outages, serious illness, natural disaster, industrial action, war, civil emergency, government action, or failure of essential third-party infrastructure. The affected party will take reasonable steps to reduce the impact and resume performance.

If we introduce a subcontractor or specialist collaborator to you specifically for an engagement, you agree not to knowingly circumvent us by directly engaging that person for substantially the same work during the engagement and for 6 months afterwards without our written consent. This clause does not apply to a person you already knew independently or who responds to a general public recruitment process.

Formal notices under the contract may be sent by email to the primary business contact stated in the project document, unless a party has notified the other of a replacement address. A notice is treated as received on the next business day after sending unless the sender receives a delivery failure message.

The contract constitutes the entire agreement about the relevant Services and replaces prior discussions or representations about the same subject, except that neither party excludes liability for fraud or fraudulent misrepresentation.

A variation must be agreed in writing. A failure or delay in exercising a right is not a waiver of that right. If a provision is unenforceable, the remaining provisions continue in effect.

Neither party may assign the whole contract without the other party’s written consent, not to be unreasonably withheld, except that we may assign it as part of a bona fide transfer of our business. We may use subcontractors while remaining responsible for the Services we have agreed to provide.

A person who is not a party to the contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

The contract and any non-contractual dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Before starting court proceedings, the parties will use reasonable efforts to resolve a dispute through good-faith discussion between people with authority to settle it. This does not prevent either party from seeking urgent injunctive relief or taking steps necessary to preserve a legal right.