Terms & conditions

TERMS AND CONDITIONS
Last Updated: October 2025

BY VISITING http://mgsh.agency/ YOU ARE CONSENTING TO OUR TERMS AND CONDITIONS.

OVERVIEW
The terms "we," "us," and "our" refer to mgsh.. The term the "Site" refers to http://mgsh.agency/. The terms "user," "you," and "your" refer to site visitors, customers, clients, and all other users of the site. On http://mgsh.agency/ we offer GTM (Go-To-Market) consultancy services, marketing consulting, and Clay.com implementation services to business clients (the "Service").

Use of http://mgsh.agency/ including all materials presented herein and all online services provided by mgsh. is subject to the following Terms and Conditions. These Terms and Conditions apply to all site visitors, customers, clients, and all other users of the site. By using the Site or Service, you agree to these Terms and Conditions, without modification, and acknowledge reading them.

USE OF THE SITE AND SERVICE

To access or use the Site, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms and Conditions. Children under the age of 18 are prohibited from using the Site.
Information provided on the Site and in the Service related to GTM strategy, marketing consulting, Clay.com implementation, and other consulting services are subject to change. mgsh. makes no representation or warranty that the information provided, regardless of its source (the "Content"), is accurate, complete, reliable, current, or error-free. mgsh. disclaims all liability for any inaccuracy, error, or incompleteness in the Content.

ACCOUNT CREATION
In order to use the Service, you may be required to provide information about yourself including your name, email address, company information, and other business contact details. You agree that any registration information you give to mgsh. will always be accurate, correct, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorised purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.

LAWFUL PURPOSES
You may use the Site and Service for lawful business purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services through the Site for legitimate business purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libellous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law.

REFUSAL OF SERVICE
The Services are offered subject to our acceptance of your order or requests. We reserve the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so. No order is deemed accepted by us until a signed contract or statement of work has been executed and any required deposits or payments have been processed. We may at any time change or discontinue any aspect or feature of the Site or Service, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment and execution of our agreement.

SERVICE ENGAGEMENT AND PROPOSALS
When you engage our consultancy services, we will provide you with a proposal, statement of work, or service agreement that outlines:

Scope of services to be provided
Deliverables and timelines
Fees and payment terms
Project-specific terms and conditions

The specific terms in your service agreement or statement of work will take precedence over these general Terms and Conditions in the event of any conflict.

ORDER AND ENGAGEMENT CONFIRMATION
We will email you to confirm the engagement of our services and with details concerning project scope, deliverables, and timelines. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible.

PAYMENT TERMS
Payment terms will be specified in your service agreement or proposal. Unless otherwise agreed in writing:

Deposits or upfront payments are due before work commences
Invoices are due within 30 days of the invoice date
Late payments may be subject to interest charges as permitted by UK law
We reserve the right to suspend services if payment is not received according to agreed terms

CANCELLATIONS, REFUNDS AND TERMINATION

Cancellation Policy:

Scheduled consultation calls or meetings cancelled with less than 24 hours notice are non-refundable
Project cancellations must be made in writing
Cancellation terms for specific projects will be outlined in your service agreement

Refund Policy:

Deposits paid for consultancy projects are non-refundable once work has commenced
Any refunds for services not yet delivered will be assessed on a case-by-case basis
Completed work and deliverables already provided are non-refundable
Monthly retainer services require 30 days written notice for cancellation

Termination:
Either party may terminate the service agreement with written notice as specified in your service agreement. Upon termination, you agree to pay for all services rendered up to the termination date.

SERVICE DESCRIPTION
We endeavour to describe and present the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.

CLIENT RESPONSIBILITIES
As a client engaging our services, you agree to:

Provide timely access to necessary information, tools, and resources required for service delivery
Respond to requests for feedback and approvals within reasonable timeframes
Provide accurate information about your business, target market, and project requirements
Grant necessary access to relevant platforms, accounts, and systems (such as Clay.com, CRM systems, etc.) as required for service delivery
Comply with the terms of service of any third-party platforms we use on your behalf

Delays in providing necessary information or access may result in project delays, and we cannot be held responsible for missed deadlines due to client delays.

MATERIAL YOU SUBMIT TO THE SITE OR SERVICE
You shall not upload, post or otherwise make available on the Site any artwork, photos, data, or other materials (collectively "Materials") protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by you to the Site or provided to us for the delivery of Services, you automatically represent and warrant that you have the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations, or rights of third parties.

INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS
We claim no intellectual property rights over the materials and business information you supply to mgsh. for the purpose of service delivery. You retain copyright and any other rights you may rightfully hold in any content that you submit through the Site or Service or provide to us for project work. Content you submit to mgsh. remains yours to the extent that you have any legal claims therein. You agree to hold mgsh. harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you.

By engaging our services, you grant us a limited license to use your materials, business information, and brand assets solely for the purpose of delivering the agreed services.

OUR INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership of Deliverables:
Upon full payment for services rendered, you will own the final deliverables specifically created for you as outlined in your service agreement. This includes custom strategies, reports, and implementations created specifically for your business.

Our Intellectual Property:
The Site and Service contain intellectual property owned by mgsh. including trademarks, copyrights, proprietary methodologies, frameworks, templates, processes, and other intellectual property. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of our intellectual property, methodologies, frameworks, or proprietary processes without our prior written consent.

Pre-Existing Materials:
Any pre-existing frameworks, methodologies, templates, or materials that we bring to the engagement remain our intellectual property. You receive a license to use customized versions of these materials for your internal business purposes only.

Portfolio and Case Studies:
Unless otherwise agreed in writing, we reserve the right to include non-confidential aspects of our work in our portfolio, case studies, and marketing materials. We will request your permission before featuring your company name or specific details.

CONFIDENTIALITY
Both parties agree to maintain confidentiality of any proprietary or confidential information shared during the course of the engagement. This includes:

Business strategies and plans
Financial information
Customer data
Proprietary processes and methodologies
Any information marked as confidential

This obligation survives the termination of our service agreement.

DATA USAGE AND THIRD-PARTY TOOLS
By engaging our services, you acknowledge and agree that:

We may use third-party tools and platforms (including Clay.com and other GTM tools) to deliver services
Data processed through these tools is subject to their respective terms of service and privacy policies
You are responsible for ensuring you have the right to provide us with any data used in our services
We will handle your data in accordance with UK GDPR and our Privacy Policy

WARRANTIES AND REPRESENTATIONS
We warrant that:

Services will be performed in a professional manner
We have the necessary skills and expertise to perform the agreed services
Our work will not knowingly infringe upon third-party intellectual property rights

However, we do not warrant or guarantee:

Specific business results, revenue, or outcomes from our services
The performance of third-party tools or platforms
That our recommendations will achieve desired results, as implementation and market factors are beyond our control

CHANGED TERMS
We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on this Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions, at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.
For active client engagements, any material changes to terms will be communicated directly and will apply to new projects or renewed agreements.

LIMITATION OF LIABILITY
You agree that under no circumstances shall we be liable for direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages arising out of your use of the Site or Service. Additionally, mgsh. is not liable for damages in connection with (i) any failure of performance, error, omission, denial of service, attack, interruption, deletion, defect, delay in operation or transmission, computer virus, or line or system failure; (ii) loss of revenue, anticipated profits, business, savings, goodwill or data; and (iii) third party theft of, destruction of, unauthorised access to, alteration of, or use of your information or property, regardless of our negligence, gross negligence, failure of an essential purpose and whether such liability arises in negligence, contract, tort, or any other theory of legal liability. The foregoing applies even if mgsh. has been advised of the possibility of or could have foreseen the damages. In those states or jurisdictions that do not allow the exclusion or limitation of liability for the damages, our liability is limited to the fullest possible extent permitted by law. In no event shall mgsh.'s cumulative liability to you exceed the total fees paid by you for the specific service that gave rise to the claim in the twelve months preceding the claim.

THIRD PARTY RESOURCES AND TOOLS
The Site and the Service may contain links to third party websites, resources, and tools (including but not limited to Clay.com and other GTM platforms). You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, policies, or performance of third party websites, resources, or tools. Links to such websites or resources do not imply any endorsement by or affiliation with mgsh. beyond stated partnerships. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources, or tools.

We are not liable for any issues, damages, or losses arising from the use of third-party platforms or tools, including but not limited to Clay.com, even when used as part of our service delivery.

INDEMNIFICATION
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney's fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service, or any data or materials you provide to us for use in delivering services. You shall provide us with such assistance, without charge, as we may request in connection with any such defence, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defence without our prior written consent.

FORCE MAJEURE
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.

INDEPENDENT CONTRACTOR
mgsh. is an independent contractor and not an employee, partner, or joint venturer with you. Nothing in these Terms and Conditions creates an employment, partnership, or joint venture relationship between the parties.

EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

ENTIRE AGREEMENT; WAIVER
This Agreement, together with any executed service agreements or statements of work, constitutes the entire agreement between you and mgsh. pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by mgsh. shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by mgsh..

NOTICES
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows: marina[ @] mgsh.agency

GOVERNING LAW AND JURISDICTION
This Agreement shall be construed in accordance with, and governed by, the laws of England and Wales as applied to contracts that are executed and performed entirely in England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising out of or relating to this Agreement.

DISPUTE RESOLUTION
The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to attempt mediation before pursuing litigation or arbitration. Mediation shall be conducted in London, United Kingdom under the then current mediation procedures of the Centre for Effective Dispute Resolution (CEDR) or any other procedure upon which the parties may agree.

RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

SEVERABILITY
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

ASSIGNMENT
These Terms and Conditions bind and inure to the benefit of the parties' successors and assigns. These Terms and Conditions are not assignable, delegable, sublicenseable, or otherwise transferable by you without our prior written consent. Any transfer, assignment, delegation, or sublicense by you without our consent is invalid. We may assign these Terms and Conditions to any successor or affiliate without your consent.

SURVIVAL
The provisions of these Terms and Conditions that by their nature should survive termination shall survive termination, including but not limited to: ownership provisions, warranty disclaimers, indemnity, limitations of liability, confidentiality obligations, and dispute resolution provisions.

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