Terms of Business
Last updated: 03 September 2026
These Terms of Business apply to services provided by Hiddn Marketing where they are referenced in a proposal, statement of work, engagement letter, order, written acceptance or other agreement between Hiddn Marketing and the Client.
They are intended for business clients. Hiddn Marketing provides professional marketing leadership, consultancy, advisory and transformation services to organisations and individuals acting for business purposes.
1. About Hiddn Marketing
Hiddn Marketing is the trading name used by Simon Larkin, providing Fractional CMO leadership, marketing consultancy, advisory, review and transformation services.
In these Terms, Hiddn Marketing, I, me and my refer to Simon Larkin trading as Hiddn Marketing.
The Client, you and your refer to the individual, company, partnership or other organisation engaging Hiddn Marketing.
The Services are the services described in the relevant proposal, statement of work, engagement letter or other written agreement.
The Engagement means the contractual arrangement under which those Services are provided.
The Deliverables are any reports, strategies, plans, documents, designs, specifications, configurations or other materials expressly identified as deliverables within the agreed scope.
2. Business to business services
Unless expressly agreed otherwise in writing, Hiddn Marketing provides Services for business and professional purposes only.
By entering into an Engagement, you confirm that you are acting wholly or mainly for purposes relating to your trade, business, craft or profession and not as a consumer.
If I agree to provide Services to somebody acting as a consumer, separate or additional terms may apply to reflect their statutory rights.
3. Formation of an Engagement
The scope, fees, timing and principal commercial terms of an Engagement will normally be set out in a proposal, statement of work, engagement letter or other written agreement.
An Engagement may be accepted by signing or electronically accepting a proposal, confirming acceptance in writing, making a payment requested to commence the Services, or instructing me to begin work.
These Terms form part of the Engagement where they have been referenced or provided before the Engagement is agreed.
If there is a conflict between these Terms and a specific written proposal or statement of work, the specific terms contained within that proposal or statement of work will take priority for that Engagement.
4. Scope of Services
I will provide the Services described within the agreed scope with reasonable skill and care.
The nature of Hiddn Marketing engagements varies considerably. Services may include Fractional CMO leadership, independent reviews, strategic advice, recruitment advisory, CRM and marketing data work, website and digital transformation, marketing operations improvement, change communications and associated implementation or oversight.
Only work expressly included within the agreed scope is included in the Engagement.
Requests that materially change the scope, responsibility, deliverables, timescale or required level of involvement may require a revised proposal, additional fee or separate Engagement.
I am not required to undertake additional work simply because it is related to the original Engagement.
5. Fractional CMO and retained leadership engagements
Where I am engaged as a Fractional CMO, Fractional Marketing Director, interim marketing leader or senior marketing adviser, the role provides an agreed level of external leadership and does not create an employment relationship.
Use of a leadership title for operational purposes does not appoint me as a statutory director, officer or employee of the Client unless a separate written appointment expressly states otherwise.
Unless specific authority has been delegated to me in writing, I cannot enter into contracts, incur expenditure, make legally binding commitments or otherwise bind the Client.
Ultimate executive responsibility remains with the Client and its directors or authorised decision makers.
Fractional and retained engagements provide access to an agreed level of capacity rather than unlimited availability. The normal working rhythm, expected involvement, meetings, onsite attendance and availability will be agreed as part of the Engagement.
Where an Engagement refers to a particular number of days per month, these days are used for capacity planning and delivery. Unless the proposal states otherwise, unused retained capacity does not automatically accumulate or roll forward into future months.
Where the Client cancels or rearranges a previously agreed delivery day or meeting at short notice and I cannot reasonably reallocate that capacity, the allocated time may still be treated as used.
6. Advice and business outcomes
Marketing decisions are influenced by factors outside my control, including market conditions, competition, pricing, product quality, sales capability, operational capacity, customer behaviour, economic conditions, regulatory developments, technology platforms and decisions made by the Client or other suppliers.
I will use reasonable professional judgement when providing recommendations, but I do not guarantee any particular level of revenue, profitability, lead generation, conversion, market share, search ranking, advertising performance or other business outcome unless an express written guarantee forms part of the Engagement.
Forecasts, projections, scenarios and performance estimates are opinions based on the information reasonably available at the time. They should not be treated as guarantees of future performance.
7. Information supplied by the Client
I am entitled to rely on information, data and representations supplied by the Client, its employees, advisers, agencies and other authorised representatives unless there is an obvious reason to question their accuracy.
You are responsible for ensuring that information provided to me is reasonably complete, accurate and current.
If information is incomplete, inaccurate or withheld, recommendations, timelines and outcomes may be affected.
I am not responsible for losses arising from materially incorrect or incomplete information supplied to me where I could not reasonably have identified the problem.
8. Client responsibilities
You agree to provide the access, information, systems, data, personnel and decision makers reasonably required to deliver the Services.
You are responsible for making appropriate people available, providing feedback and approvals within reasonable timescales and ensuring that I am informed of material changes that could affect the Engagement.
You must ensure that you have the necessary rights and lawful authority to provide any information, personal data, intellectual property, system access, images, content or other materials supplied to me.
Where I require access to business systems, you should provide appropriate individual access wherever reasonably possible rather than unnecessarily sharing unrestricted administrator credentials.
Unless backup or disaster recovery services are expressly included in the Engagement, you remain responsible for maintaining appropriate backups of your systems, websites and business data.
Delays caused by unavailable information, access, approvals, Client personnel or third party dependencies may result in corresponding changes to the delivery timetable.
Where a delay materially increases the work or resources required, I may discuss an appropriate change to the scope or fee before continuing.
9. Approvals and regulatory responsibility
Hiddn Marketing has extensive experience working in complex and regulated marketing environments. However, marketing consultancy is not a substitute for legal, financial, accounting, tax or regulated professional advice.
Unless expressly included within the Engagement and legally appropriate, I do not provide legal, financial or regulatory advice or formal compliance approval.
The Client retains responsibility for obtaining any legal, regulatory, compliance, financial or other specialist approval required before publishing material, launching activity, processing data, making claims or implementing recommendations.
Where the Client operates in a regulated environment, I may work with its legal, compliance, risk or other professional advisers, but final regulated approval remains with the appropriately authorised person or organisation.
The Client is also responsible for the accuracy and substantiation of factual claims about its products, services, performance, customers and business.
10. Client approvals
Where materials or decisions require Client approval, I am entitled to rely on approval provided by an authorised Client representative.
Once material has been approved, I am not responsible for errors, changes or consequences introduced by the Client or another supplier after that approval.
If substantial changes are requested after approval, additional work may be treated as a change of scope.
11. Third party platforms and suppliers
Marketing frequently relies on third-party technology and services, including CRM platforms, website hosting, advertising platforms, analytics systems, email services, artificial intelligence tools, plugins, software, agencies and other suppliers.
I may recommend particular platforms or suppliers based on the requirements known at the time, but a recommendation is not a guarantee of their future availability, security, performance, pricing, functionality or suitability.
Third-party services may change their pricing, terms, algorithms, technology or functionality without notice and these changes are outside my control.
Where the Client contracts directly with a third party, the contractual relationship is between the Client and that provider. I am not responsible for a third party’s acts, omissions, outages or contractual performance merely because I recommended, manage or work alongside them.
Where I directly appoint a subcontractor to deliver part of the Services on my behalf, I remain responsible for that subcontracted work to the extent provided by these Terms.
Third party licence fees, advertising spend, hosting costs, software subscriptions, media spend and other external costs are not included within Hiddn Marketing fees unless expressly stated.
12. Agencies and other Client suppliers
Where an Engagement includes management, coordination or review of agencies and other suppliers, my role is to provide leadership and oversight on behalf of the Client.
Unless expressly agreed otherwise, the Client remains responsible for its contractual relationships with those suppliers and for paying their fees and charges.
I cannot guarantee the performance of an independently contracted supplier and will not be responsible for their negligence, breach of contract or failure to deliver.
Where I identify concerns about supplier performance, I will raise them with the Client where reasonably appropriate.
13. Fees
Fees will be agreed before work begins and confirmed in writing.
All fees are exclusive of VAT where applicable unless expressly stated otherwise.
Retained engagements are normally invoiced monthly in advance.
Smaller advisory engagements, consultations and discovery work may require payment in full before work begins.
Projects may require an initial payment followed by agreed milestone payments.
The specific payment structure applicable to an Engagement will be stated in the relevant proposal or agreement.
14. Payment
Unless otherwise agreed in writing, invoices are payable within fourteen days of the invoice date.
Invoices must be paid without deduction, withholding or set off except where required by law.
If an invoice becomes overdue, I may suspend further work or access to reserved delivery capacity until the account is brought up to date.
For qualifying business debts, I reserve the right to claim statutory interest and applicable debt recovery charges available under the Late Payment of Commercial Debts legislation.
Suspension for non payment does not cancel amounts already due or remove the Client’s obligation to pay for committed work and reserved capacity.
15. Expenses and additional costs
Routine remote delivery is included unless otherwise stated.
Reasonable travel, accommodation and other material expenses required for an Engagement may be charged separately where agreed with the Client.
Where regular onsite attendance forms part of an Engagement, the commercial arrangement should normally be reflected within the proposal.
External purchases and third-party costs will not normally be incurred on the Client’s behalf without appropriate authority.
16. Scheduled sessions and delivery time
Dates and delivery schedules will be agreed in good faith.
Unless expressly described as a guaranteed deadline, project dates are reasonable estimates based on the information and dependencies known at the time.
Where a Client asks to cancel or rearrange a scheduled consultation, workshop, onsite day or other reserved delivery period with fewer than two Working Days’ notice, I may treat some or all of that allocated capacity as used where it cannot reasonably be reallocated.
I will act reasonably when applying this provision.
17. Intellectual property
Each party retains ownership of intellectual property that it owned before the Engagement.
Once all fees relating to the relevant Deliverables have been paid in full, the Client will own intellectual property created specifically and exclusively for the Client as part of those Deliverables, except for Hiddn Marketing background intellectual property and third-party materials.
I retain ownership of my existing and independently developed methodologies, frameworks, processes, templates, know-how, tools, systems, techniques and reusable materials.
Where any of my background intellectual property is incorporated into a Client Deliverable, I grant the Client a perpetual, non-exclusive licence to use it to the extent reasonably necessary to use that Deliverable for its intended business purpose.
Third party materials remain subject to the intellectual property rights and licence terms of their respective owners.
The Client grants me permission to use Client-supplied materials solely to the extent reasonably required to deliver the Engagement.
18. Portfolio, case studies and publicity
I will not disclose Client confidential information for marketing purposes.
I may use anonymised experience, general methodologies and non confidential learning from an Engagement provided that this does not reveal confidential information or reasonably identify the Client where confidentiality has been agreed.
I will not use the Client’s name, logo, testimonial or confidential project information in a published case study without appropriate permission.
19. Confidentiality
Each party must keep confidential information received from the other party confidential and use it only for purposes connected with the Engagement.
Confidential information does not include information that was already lawfully known to the receiving party, becomes publicly available without breach of confidentiality, is independently developed without reference to the confidential information, or is lawfully obtained from another source without an obligation of confidentiality.
Information may be disclosed to professional advisers, contractors or service providers where reasonably necessary, provided appropriate confidentiality obligations apply.
Information may also be disclosed where required by law, regulation, court order or a competent authority.
These confidentiality obligations continue after the Engagement ends for as long as the information remains confidential.
20. Data protection
Both parties must comply with applicable UK data protection legislation in relation to personal data processed in connection with the Engagement.
Where Hiddn Marketing processes personal data for its own business purposes, it will do so as a data controller in accordance with the Hiddn Marketing Privacy Policy.
Where I process personal data solely on the Client’s documented instructions as part of delivering the Services, the Client will normally act as controller and Hiddn Marketing as processor.
Where required, appropriate data processing terms will form part of the Engagement.
The Client is responsible for ensuring that it has an appropriate lawful basis and any necessary notices, permissions or other authority for personal data supplied to me for processing.
I will only access and use Client-controlled personal data to the extent reasonably necessary for the agreed Services and applicable instructions.
21. Artificial intelligence and technology assisted working
I may use appropriate software, automation and artificial intelligence tools to support research, analysis, administration, workflow development and delivery of the Services.
Use of these tools does not remove my responsibility to apply appropriate professional judgement to work delivered by Hiddn Marketing.
Confidential or personal information will not knowingly be supplied to public artificial intelligence services where doing so would conflict with Client instructions, contractual confidentiality, applicable data protection requirements or reasonable information security practices.
Where artificial intelligence forms a material component of a proposed Client system, workflow or transformation project, the associated governance, data and operational implications should be considered as part of that Engagement.
22. Intellectual independence and conflicts
Unless exclusivity is specifically agreed in writing, I remain free to provide services to other organisations, including businesses operating within the same or related sectors.
I will not knowingly disclose one Client’s confidential information to another Client or use confidential information in a way that creates an improper advantage.
If I become aware of a material conflict of interest that could reasonably affect my ability to perform an Engagement independently, I will raise it with the affected Client and agree an appropriate way forward.
23. Limitation of liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Subject to those exceptions, Hiddn Marketing will not be liable for indirect or consequential loss or for loss of anticipated profits, revenue, savings, business opportunity or goodwill where such losses are not a direct and reasonably foreseeable consequence of a breach by Hiddn Marketing.
Subject to applicable law, my total aggregate liability arising from an Engagement will not exceed the total fees paid and payable to Hiddn Marketing under that Engagement during the twelve months immediately preceding the event giving rise to the claim.
Where the Engagement has lasted for fewer than twelve months, the cap will be the total fees paid and payable for that Engagement.
The Client remains responsible for taking reasonable steps to mitigate losses.
Nothing in this clause limits the Client’s obligation to pay properly due fees and expenses.
24. Events outside reasonable control
Neither party will be responsible for delay or failure to perform an obligation caused by circumstances outside its reasonable control.
This may include serious illness, failure of essential infrastructure, widespread technology failure, industrial action, natural disasters, government restrictions, war, civil disturbance or significant disruption to third party services.
The affected party should notify the other party as soon as reasonably practicable and take reasonable steps to minimise disruption.
If such circumstances prevent a material part of the Engagement from continuing for an extended period, the parties should discuss whether to suspend, reschedule or terminate the affected work.
25. Minimum terms and retained engagements
The minimum commitment applying to a retained Engagement will normally be stated in the proposal.
Unless otherwise stated, an ongoing Fractional CMO or retained leadership Engagement will have an initial minimum term of three months.
After the minimum term has been completed, either party may normally terminate the retainer by giving thirty days’ written notice unless the proposal specifies a different notice period.
Fees remain payable during the agreed minimum term and notice period because capacity has been reserved for the Client.
26. Termination for breach
Either party may terminate an Engagement where the other party commits a material breach and, where that breach is capable of remedy, fails to remedy it within a reasonable period after receiving written notice.
I may also suspend or terminate an Engagement where continuing the work would require me to act unlawfully, dishonestly, unethically or in a way that creates an unacceptable professional or regulatory risk.
An Engagement may also be terminated in circumstances involving insolvency or cessation of business to the extent permitted by applicable law.
27. Consequences of termination
Termination does not affect rights or obligations that arose before the termination date.
The Client remains responsible for paying fees for Services provided, reserved capacity falling within an agreed minimum term or notice period, approved expenses and non-cancellable third-party commitments properly incurred on the Client’s behalf.
Following payment of outstanding amounts, I will provide completed Client Deliverables that are due under the Engagement and reasonably cooperate with an agreed handover.
Where appropriate, access to Client systems and confidential information will be returned, removed or dealt with in accordance with the Engagement and applicable data protection requirements.
Clauses intended by their nature to continue after termination, including confidentiality, intellectual property, liability, payment obligations and governing law, will continue to apply.
28. Independent contractor
Hiddn Marketing operates as an independent contractor.
Nothing within an Engagement creates a partnership, joint venture, employment relationship or agency relationship between the parties.
Neither party has authority to bind the other except where specific authority has been expressly agreed in writing.
29. Variations
Changes to the material commercial terms of an Engagement must be agreed in writing.
Day-to-day project decisions, priorities and delivery instructions may be agreed through normal business communications without requiring a formal contract amendment, provided they do not materially alter the overall scope or commercial arrangement.
30. Assignment and subcontracting
The Client may not transfer an Engagement to another organisation without my prior written agreement, such agreement not to be unreasonably withheld.
I may use appropriately qualified contractors or specialist suppliers where reasonably necessary to deliver part of the Services.
I remain responsible for work carried out by subcontractors directly appointed by me as part of the Hiddn Marketing Services, subject to these Terms.
31. No waiver
A delay or failure by either party to enforce a contractual right does not mean that the right has been waived.
A waiver of one breach does not automatically waive any later breach.
32. Severability
If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.
Where reasonably possible, the affected provision should be interpreted or modified only to the extent necessary to make it enforceable while preserving its intended commercial effect.
33. Entire agreement
These Terms together with the relevant proposal, statement of work, engagement letter and any other documents expressly incorporated into the Engagement constitute the agreement between the parties.
They supersede previous discussions, proposals or representations relating to the same Services except where expressly incorporated into the final Engagement.
Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
34. Third party rights
Unless expressly stated otherwise, a person who is not a party to the Engagement has no right to enforce its terms.
35. Governing law and jurisdiction
The Engagement and any dispute or claim arising from it are governed by the laws of England and Wales.
The courts of England and Wales will have exclusive jurisdiction over disputes arising from or connected with the Engagement.
36. Contact
Questions about these Terms of Business can be sent to:
The current version of these Terms will be available on the Hiddn Marketing website.