Terms and Conditions
Last updated: June 2026
These terms govern all engagements between Erryn Deane trading as erryn.io (the Consultant) and the client named in the associated proposal or statement of work (the Client). By proceeding with an engagement, the Client agrees to these terms.
Where a signed statement of work, proposal, or separate written agreement contains terms that conflict with these, the signed document takes precedence.
1. The parties
Consultant: Erryn Deane, trading as erryn.io, Warwick, UK. Contact: hello@erryn.io
Client: The individual, company, or organisation named in the proposal or statement of work.
2. Engagement types
erryn.io operates under two primary engagement structures. The applicable type will be confirmed in the proposal or statement of work.
2.1 Project engagements
A project engagement covers a defined scope of work for a fixed or estimated fee. Work begins once a proposal is accepted in writing and any required deposit is received. The scope, deliverables, timeline, and price are set out in the proposal. Changes to scope are handled under clause 7.
2.2 Retainer engagements
A retainer engagement provides ongoing consultancy services on a monthly basis. The scope of services, monthly fee, and notice period are confirmed in writing at the outset. Retainers are invoiced monthly in advance unless otherwise agreed.
Retainers run on a rolling monthly basis after any minimum term stated in the agreement. Either party may terminate with the notice period specified in the agreement, typically 30 days.
3. Proposals and acceptance
A proposal is valid for 30 days from the date issued unless otherwise stated. Acceptance in writing, including by email, constitutes a binding agreement under these terms. Work will not begin until acceptance is confirmed and, where applicable, a deposit received.
The Consultant reserves the right to decline or withdraw from any engagement at the proposal stage without obligation.
4. Fees and payment
4.1 Project fees
Project fees are set out in the proposal. Unless otherwise agreed:
- A deposit of 50% is required before work begins.
- The remaining balance is due on completion or at the milestone specified in the proposal.
- For larger projects, staged payment schedules will be agreed in advance and set out in the proposal.
4.2 Retainer fees
Retainer fees are invoiced monthly in advance. The first invoice is raised on or around the agreed start date. Subsequent invoices are raised on the same date each month.
4.3 Payment terms
Payment is due within 14 days of invoice date unless otherwise agreed. The Consultant reserves the right to:
- Pause work on any engagement where payment is more than 7 days overdue.
- Charge statutory interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.
- Withhold delivery of final files or access credentials until outstanding balances are cleared.
4.4 Expenses
Any third-party costs reasonably incurred in delivering the engagement, such as software licences, stock assets, or hosting fees, will be agreed with the Client in advance and invoiced at cost with no markup unless otherwise stated.
5. Performance share engagements
Where a performance share model is agreed, the following terms apply in addition to the general terms above. The specific revenue share percentage, measurement method, baseline, payment schedule, and eligible revenue definitions will be set out in a separate performance share agreement signed by both parties.
5.1 Eligibility
Performance share engagements are offered at the sole discretion of the Consultant and are not available to all clients. Eligibility requires a viable commercial opportunity, a sound existing business, and a working relationship built on transparency. The Consultant reserves the right to decline or withdraw a performance share offer if the required conditions are not met.
5.2 Baseline and measurement
Revenue share is calculated against an agreed baseline, defined as the average monthly revenue for the relevant channel or business unit over the period specified in the performance share agreement. The Client is responsible for providing accurate, verifiable revenue data on the schedule agreed. Intentional misrepresentation of revenue data constitutes a material breach of contract.
5.3 Payment of revenue share
Revenue share payments are due monthly, calculated on the previous month’s verified additional revenue. The Client will provide a revenue report within 7 days of the end of each calendar month. Payment is due within 14 days of that report being received and verified.
5.4 Audit rights
The Consultant reserves the right to request reasonable supporting evidence for revenue figures, including platform exports, payment processor reports, or accounting records. This right will not be exercised unreasonably.
5.5 Duration
The performance share arrangement runs for the term specified in the performance share agreement. Either party may terminate the arrangement with 60 days’ written notice unless a minimum term applies. Any revenue share accrued during the notice period remains payable.
6. Outcome guarantees
On eligible engagements, the Consultant may offer specific outcome guarantees with defined consequences if agreed metrics are not achieved. Where such a guarantee is offered, the full terms, including the specific metric, measurement method, time frame, and remedy, will be set out in the proposal or a separate written agreement. General references to guarantees on the erryn.io website do not constitute a contractual commitment in the absence of a written agreement specifying the guaranteed outcome.
7. Scope changes
Any request to change the agreed scope of work must be submitted in writing. The Consultant will assess the impact on timeline and cost and issue a change request document for approval before additional work begins. Work resulting from an unapproved scope change will be charged at the Consultant’s standard day rate unless a separate agreement is reached.
The Consultant will flag scope creep promptly rather than absorbing it silently. If a project uncovers material issues that were not foreseeable at the outset, the Consultant will advise the Client immediately with a clear recommendation before proceeding.
8. Client responsibilities
The quality and timeliness of the work depends on the Client’s cooperation. The Client agrees to:
- Provide accurate, complete information and materials required for the engagement.
- Respond to questions, review requests, and approval requests within the timescales agreed or, where not agreed, within 5 working days.
- Ensure that any materials supplied to the Consultant do not infringe the intellectual property rights of any third party.
- Provide access to systems, platforms, and accounts necessary to deliver the work, within a reasonable time of being requested.
Where delays in delivery are caused by the Client failing to meet these responsibilities, the Consultant is not liable for resulting timeline overruns. Where a delay extends beyond 30 days due to Client inaction, the Consultant reserves the right to invoice for work completed to date and pause the engagement.
9. Intellectual property
9.1 Deliverables
On receipt of full payment for an engagement, the Client is granted full ownership of the final deliverables produced specifically for that engagement, unless otherwise agreed in writing. The Consultant retains ownership of all deliverables until payment is received in full.
9.2 Pre-existing materials and tools
The Consultant retains ownership of all pre-existing methodologies, frameworks, tools, templates, code libraries, and background intellectual property used in the delivery of work. Where such materials are incorporated into deliverables, the Client is granted a perpetual, royalty-free licence to use them as part of the deliverable, but not to resell or sublicense them independently.
9.3 Third-party materials
Where third-party assets, fonts, plugins, or licenced software are incorporated into deliverables, the Client is responsible for maintaining the appropriate licences for continued use after handover. The Consultant will identify any such dependencies at handover.
10. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, and not to use it for any purpose other than delivering or receiving the services. This obligation survives termination of the engagement for a period of three years.
The Consultant reserves the right to reference the existence of an engagement for portfolio or marketing purposes unless the Client expressly requests otherwise in writing. No confidential data, performance figures, or identifying details will be disclosed without the Client’s written consent.
11. Liability
11.1 General limitation
The Consultant’s total liability to the Client for any claim arising from an engagement, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client under that engagement in the 12 months preceding the claim.
11.2 Exclusions
The Consultant is not liable for:
- Loss of revenue, profit, data, goodwill, or business opportunity, whether direct or indirect.
- Any loss arising from the Client’s failure to meet the responsibilities set out in clause 8.
- Any loss arising from third-party platform changes, algorithm updates, or security incidents outside the Consultant’s reasonable control.
- Any loss arising from the Client implementing changes, modifications, or additions to deliverables without the Consultant’s knowledge.
11.3 Nothing in these terms limits liability for
- Death or personal injury caused by negligence.
- Fraud or fraudulent misrepresentation.
- Any other liability that cannot be excluded by law.
12. Termination
12.1 Project engagements
Either party may terminate a project engagement by written notice if the other party is in material breach of these terms and has not remedied that breach within 14 days of written notice requiring them to do so.
On termination by the Client without cause, the Client is liable for payment of all work completed to the date of termination, plus any non-recoverable third-party costs already committed. The deposit is non-refundable in these circumstances.
On termination by the Consultant due to Client breach, the same payment obligations apply. Where the Consultant terminates without cause, any deposit paid for work not yet commenced will be refunded.
12.2 Retainer engagements
Either party may terminate a retainer engagement by providing written notice as specified in the engagement agreement, typically 30 days. Notice to terminate does not affect obligations already accrued. The final invoice covers all services delivered up to the termination date.
12.3 Immediate termination
The Consultant reserves the right to terminate any engagement immediately and without notice if the Client behaves in a manner that is abusive, threatening, or unlawful, or requests work that would require the Consultant to act unlawfully or unethically.
13. Warranties
The Consultant warrants that:
- Services will be delivered with reasonable skill and care.
- The Consultant has the right to enter into this agreement and to grant the licences described in clause 9.
The Consultant does not warrant that any specific commercial outcome, search ranking, conversion rate, or other metric will be achieved unless explicitly set out in a written outcome guarantee as described in clause 6.
14. Force majeure
Neither party is liable for failure to perform obligations under these terms where that failure results from circumstances beyond their reasonable control, including but not limited to natural disasters, civil unrest, government action, or widespread infrastructure failure. The affected party must notify the other promptly and take reasonable steps to mitigate the impact.
15. Governing law and disputes
These terms are governed by the laws of England and Wales. Any dispute arising from these terms or an engagement will first be referred to good-faith negotiation between the parties. If unresolved within 30 days, either party may pursue resolution through the courts of England and Wales, which shall have exclusive jurisdiction.
16. Amendments
The Consultant may update these terms from time to time. The version in force at the time a proposal is accepted governs that engagement. Material changes will not apply retrospectively to active engagements without written agreement from both parties.
17. Entire agreement
These terms, together with any signed proposal, statement of work, or separate written agreement, constitute the entire agreement between the parties for the relevant engagement. They supersede all prior discussions, representations, and understandings.
Contact
Email: hello@erryn.io
Location: Warwick, UK