These Terms form part of every Grow Patiently Client Agreement.
1.1. Grow Patiently Ltd, a company registered in England and Wales (company number 14968094), registered office 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("Grow Patiently", "we", "us", "the Service Provider").
1.2. The business named on the Client Agreement ("the Client", "you").
1.3. Each is a "Party" and together the "Parties".
2.1. In these Terms:
2.2. Headings are for convenience only. Words in the singular include the plural and the other way round. "Including" means "including without limitation". "In writing" includes email.
3.1. We will provide the Services set out in Schedule 1 and on the Order.
3.2. We will perform the Services with reasonable skill, care and professionalism, consistent with good industry practice, and allocate the people and tools needed to do so.
3.3. We may use subcontractors. We stay fully responsible for their work, and they are bound by confidentiality obligations equivalent to clause 15.
4.1. Fixed term. This is a fixed-term agreement. You commit to the full Initial Term shown on the Order.
4.2. No early exit for convenience. Neither Party may end the Agreement during a term simply because it no longer wishes to continue. The only ways to end it early are those in clause 19 (serious breach and insolvency).
4.3. Early termination by you. If you stop the Services, cancel a payment, or end the Agreement before the end of the current term, other than under clause 19.1 because of our breach:
(a) no Fee already paid is refunded, in whole or in part; and
(b) every payment still outstanding for the current term remains due, on the schedule shown on the Order, or at our option as a single payment. This applies however the term is paid: monthly, in instalments under a payment plan, or in full upfront. For example, a plan paid in four monthly instalments stays payable in full, even if you leave after the first.
4.4. Automatic renewal. At the end of the Initial Term, the Agreement continues automatically for a further term of the same length, at the same price and on the same payment schedule ("Renewal Term"), so the work carries on without interruption and nothing needs re-signing. The same applies at the end of each Renewal Term.
4.5. Stopping renewal. If you would rather not continue, email hello@growpatiently.com at least 30 days before your current term ends, and the Agreement will finish at the end of that term. We may stop renewal in the same way by emailing you.
4.6. Price on renewal. The price stays the same on renewal unless we tell you of a change in writing at least 45 days before the current term ends. If you do not accept the change, you may stop the renewal under clause 4.5.
5.1. You will pay the Fee shown on the Order, in the currency shown, on the schedule shown, starting on the date of your first payment.
5.2. Fees are charged automatically to the card or payment method you used for your first payment (processed by Stripe or another payment provider we use). You authorise these recurring charges for the full term and any Renewal Term. Payments will appear on your statement as "Grow Patiently".
5.3. All Fees are non-refundable, including where the Services are paused, not used, or ended early by you. The Fee is not pro-rated for any part of a term you do not use. This clause does not limit your rights if we are in serious breach (clause 19.1), or any rights you have under card scheme rules for fraud or payment errors.
5.4. The Fee pays for our availability, expertise and work. It does not depend on revenue, Leads, Customers, rankings or any other result.
5.5. Pausing. If you ask to pause advertising or any part of the Services, the Fee and the term continue unless we agree otherwise in writing.
5.6. Late payment. If a payment fails or is late, we will let you know and you must pay within 7 days. We may charge interest on overdue amounts at 8% a year above the Bank of England base rate (or the highest rate permitted by law, if lower) from the due date until payment. If payment is more than 14 days late, we may suspend the Services until all overdue amounts are paid. The term and Fees continue during a suspension.
5.7. Chargebacks. You agree not to start a chargeback or payment dispute for Fees you owe without first raising the issue with us in writing and giving us 14 days to resolve it. This does not apply to fraud, payment errors, or a genuine failure by us to provide the core Services, and it does not limit your statutory or card scheme rights. A chargeback for Fees that are properly due is a breach of the Agreement.
5.8. Disputed invoices. If you dispute part of a charge, tell us in writing. We will both try in good faith to resolve it, and you will pay the undisputed amount on time.
5.9. You are responsible for any bank, overdraft or insufficient-funds charges from your own bank.
5.10. Tax. Fees are shown inclusive or exclusive of VAT or sales tax as stated on the Order.
6.1. Our Fee covers our work. Everything else is passed straight through at cost. The costs that may sit outside the Fee are listed in Schedule 2, with how each is paid. They are examples of the typical costs: which ones apply depends on your plan and the services you use, and you only pay for what you use.
6.2. No mark-up. We do not add any mark-up to a Pass-Through Cost. Where a cost is billed to your card through an account we manage for you (for example communications and AI agent usage), you are charged what the provider charges.
6.3. Card on file. At onboarding you will add a card to the relevant accounts so Pass-Through Costs can be paid as they arise. You are responsible for keeping that card valid. If a Pass-Through Cost cannot be paid, the related service (for example text messaging or AI calls) may stop until it is.
6.4. Nothing outside the list without your OK. We will not buy anything for you that is not listed in Schedule 2 without your approval first (email is enough).
6.5. Ad Budget. You set your Ad Budget and pay it directly to the advertising platforms from your own card. It is never paid to Grow Patiently and is never part of the Fee. We will manage your campaigns to the budget you set, and will not change it without your agreement.
6.6. Backlinks. The number of backlinks bought each month is set by you, based on your goals. We will give you the live link for every article bought.
6.7. Estimates. Any figure in Schedule 2 is a typical range to help you plan. It is not a cap or a quote. Actual costs depend on your usage and the providers' prices.
6.8. Pass-Through Costs continue for as long as the related service is running, and they are your responsibility even if the Services are paused.
7.1. You will:
(a) give us the information, access and materials we reasonably ask for, promptly. This includes logins to your website, advertising, social media and booking systems, high-quality photographs and video, and genuine reviews;
(b) respond to our questions and approval requests within 3 Business Days;
(c) handle the Leads and Customers we pass to you promptly and professionally;
(d) give us feedback on Lead quality and share relevant data (such as booking and conversion figures) so we can improve results;
(e) take an active part in making the Services work, including in agreed content such as interviews, filming or events;
(f) comply with all laws, professional rules and regulations that apply to your business and your services.
7.2. Your services are your responsibility. You are fully responsible for the services and products you provide to Customers, including clinical care, consultations, appointments, reminders, rescheduling, deposits and refunds, and after-care. You confirm you hold all the licences, registrations, qualifications and insurance needed to provide them.
7.3. Handover of Leads. Where we speak to Leads for you, our role ends once a Lead is ready for the next step (for example a booked appointment or a transfer to your team). From that point you handle everything.
7.4. Compliance is your responsibility. You are the advertiser, the business the Leads deal with, and the regulated professional. You are responsible for making sure everything published, sent or said in your name complies with the laws, regulations and professional rules that apply to you, wherever you or your Leads are located. This includes:
(a) adverts and content: advertising and consumer protection rules, including ASA/CAP Code, FTC rules, state dental and medical board rules, GDC and GMC guidance, and the advertising policies of Google, Meta and other platforms, including the claims, prices, offers, testimonials and images used;
(b) AI agents: what the AI agents say to Leads in your name, under clause 8A;
(c) contacting Leads: consent, opt-out and registration rules for texts, calls, AI voice calls and emails, including the TCPA, carrier (A2P 10DLC) registration, CAN-SPAM, PECR and UK GDPR;
(d) patient data and privacy: any health-data rules that apply to you, including HIPAA where relevant. If you need a business associate agreement or data processing agreement with us, you must ask for one before sharing patient health information; and
(e) your services: your prices, policies, licences, registrations and how you treat patients and Customers.
7.4A. Approvals. We aim to send adverts, content and AI agent scripts to you for approval before they go live. Your approval (including approval treated as given under clause 23.9) confirms that you have checked them and that they comply. Whether or not a particular item was sent to you for approval, everything we publish or send runs on your accounts and in your name, where you can see it. If anything needs changing, tell us and we will change or remove it promptly. We will make reasonable efforts to follow good practice and may flag concerns we notice, but we are not your legal or compliance adviser, and you should take your own advice where you are unsure.
7.4B. We are not liable for any fine, claim, complaint, platform action, account suspension or loss arising from content, adverts, AI agent conversations, contact with Leads or data use that you approved, instructed or supplied, or that you did not ask us to change within 3 Business Days of becoming aware of it, and you will indemnify us for it under clause 13.2.
7.4C. Usage is in your control. You decide how widely the AI agents, texts, calls and other usage-based services are used, and you are responsible for all usage on your accounts and its cost under clause 6. You can ask us at any time to reduce, cap or pause usage.
7.5. Clinical images. We will only use before-and-after, treatment-result or patient images that you supply and confirm you have consent to use. We do not create or edit clinical result images using AI.
7.6. If you do not provide the access or materials needed for the Services after we have asked in writing, and this continues for 30 days, we may treat it as a serious breach under clause 19.1. The term and Fees are not affected by delays caused by you.
7.7. Insurance. You will maintain appropriate insurance for your business, including professional liability insurance, throughout the Agreement, and provide evidence on request.
7.8. One point of contact each. To keep things simple and nothing lost between people, each Party has one main point of contact. Ours is named on the Client Agreement (and we will tell you in writing if it changes). You will name one person from your team as yours, who can make decisions and give approvals for you. Requests, approvals and changes go between these two contacts. Other team members on both sides may still be involved in the work, but the two contacts keep track of everything.
8.1. To deliver the Services, we may need to act on your behalf on your accounts and in conversations, including your Facebook and Instagram pages, Google Business Profile, YouTube, TikTok, website, booking system, and text, email and phone conversations with Leads.
8.2. You authorise us to do so, and to receive the access details needed. We will keep all access details confidential, use them only to provide the Services, store them securely, and never share them outside Grow Patiently (and our subcontractors under clause 3.3).
8.3. You remain the owner of your accounts. You can remove our access at any time, but doing so does not end the Agreement or the Fees.
8A.1. Where your plan includes AI agents, these are software that answers enquiries, follows up Leads, and books appointments for you by chat, text, email and voice, at any hour. They form part of Grow Patiently's AI Patient Acquisition System™.
8A.2. What they do and do not do. The AI agents speak to Leads on your behalf, using the information, prices and booking rules you approve. They do not give clinical or medical advice, diagnose, or make treatment decisions, and they pass any such question to your team.
8A.3. Your approval. We set up each AI agent's scripts, knowledge and rules with you, and you approve them before the agent goes live. You will tell us promptly when your prices, services, opening hours or policies change, so the agents stay accurate.
8A.4. Disclosure and consent. You are responsible for making sure the AI agents are used lawfully where you and your Leads are located, including any requirement to disclose that a person is speaking to an AI, to obtain consent before AI or automated calls and texts, and to give notice that calls are recorded and transcribed. Tell us what your rules require and we will configure the AI agents to follow them. You confirm you have the consents needed for us to contact your Leads by text, phone and email (clauses 7.4 and 16.3).
8A.5. Accuracy and responsibility. AI agents are carefully configured, but like any person or system they can make mistakes. You have access to the conversations and are responsible for reviewing them and telling us of any error, and we will correct it promptly once we know of it. What the AI agents say is said in your name and is your responsibility under clause 7.4. We are not liable for any statement made by an AI agent, except where it resulted from us failing to follow the scripts and rules you approved.
8A.6. Usage costs. AI agent usage is billed per conversation or minute, at cost, with no mark-up, to the card on your account, as set out in Schedule 2.
8A.7. Conversation records and transcripts belong to you and are handled as personal data under clause 16.
9.1. The Agreement covers the business and location(s) named on the Order. Any new location, clinic, shop or business needs its own agreement, although we may offer a discount.
9.2. New campaigns, major redesigns, or work outside the Services will be quoted separately and only started once you agree in writing.
9.3. During a website or design project, you may request two minor changes at no extra cost. Further or substantial changes are charged at our standard rate of £95 per hour (or the equivalent in your Order currency), quoted before work starts. All change requests must be in writing.
10.1. We work towards the goals we agree with you. We do not guarantee any particular result, including any number of Leads, Customers, appointments, rankings, revenue or return on ad spend.
10.2. Results depend on many factors outside our control, including your pricing, offer, location, competition, reviews, how quickly and how well your team handles Leads, platform changes, and the market. Past results, case studies and examples are not a promise of future results.
10.3. The relationship is a shared effort. Your own actions are as important to the outcome as ours.
11.1. Each Party keeps the intellectual property it owned before the Agreement.
11.2. You keep full ownership of your Client Content. You give us a non-exclusive, royalty-free licence to use it for the purpose of providing the Services during the Agreement.
11.3. Our systems, templates, processes, software, automations, scripts, know-how and methods remain ours. Content we create specifically for you (such as adverts, landing pages, website pages and articles) may be used by you for your own business once the Fees for the period in which it was created are paid in full.
11.4. You agree that calls and video meetings with us may be recorded. You agree that recordings, success stories and testimonials you give us (in any format) may be used by Grow Patiently in its own marketing, adverts, training and social proof. We will never publish patient personal data or clinical images without your written consent.
11.5. When the Agreement ends, we will stop using your Client Content, except as allowed by clause 11.4 and as needed to wind down the Services.
12.1. Each Party confirms it has the authority to enter into this Agreement and that doing so does not breach any other agreement.
12.2. You confirm that the information you give us is accurate and complete, that you have the right to let us use your Client Content, and that you hold the qualifications and insurance needed to provide your services.
12.3. We confirm that our marketing practices will be lawful and ethical, and that we will handle personal data in line with Data Protection Law.
13.1. We will indemnify you against claims, losses and reasonable legal costs arising from our breach of this Agreement, or from our negligent acts or omissions.
13.2. You will indemnify us against claims, losses and reasonable legal costs arising from:
(a) your breach of this Agreement;
(b) any claim that Client Content infringes someone else's rights;
(c) your negligent acts or omissions; or
(d) any claim by a Customer or third party about the services or products you provide; or
(e) any breach of the laws and rules in clause 7.4, including any claim, fine or platform action relating to adverts, content, AI agent conversations, contact with Leads or patient data that you approved, instructed or supplied.
13.3. The Party claiming an indemnity must tell the other promptly, let it control the defence, and cooperate reasonably. Neither Party may settle a claim in a way that affects the other without its consent (not to be unreasonably withheld).
13.4. The indemnities do not apply to losses caused by the wilful misconduct, gross negligence or unlawful act of the Party claiming the indemnity.
14.1. Neither Party is liable to the other for loss of profit, revenue, business, goodwill, data or savings, or for any indirect or consequential loss, however it arises, even if it was foreseeable.
14.2. Our total liability to you under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees you paid us in the 12 months before the event giving rise to the claim.
14.3. Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law. Nothing limits your rights under card scheme rules.
14.4. We are not responsible for the actions, outages, policy changes, account restrictions or price changes of third-party platforms (including Google, Meta, payment providers, telecoms carriers and software providers).
15.1. "Confidential Information" means non-public information disclosed by one Party to the other in connection with the Agreement, including business, financial, technical, marketing and customer information. It does not include information that is already public (other than through a breach), already known to the receiving Party, independently developed, or received lawfully from someone else.
15.2. Each Party will keep the other's Confidential Information confidential, use it only for the Agreement, and share it only with its own staff and advisers who need to know it and are bound by similar duties. A Party may disclose it where required by law, after notifying the other where lawful.
15.3. Leads and enquiry details we pass to you are for your use only. We will not sell or pass them to anyone else. You will not sell or share Customer details obtained through the Services with third parties.
15.4. On request after the Agreement ends, each Party will return or destroy the other's Confidential Information, except where it must be kept by law.
15.5. This clause continues after the Agreement ends.
16.1. Both Parties will comply with Data Protection Law.
16.2. Where we process personal data on your behalf, we act as your processor. We will: (a) process it only on your instructions and to provide the Services; (b) keep it secure with appropriate technical and organisational measures; (c) ensure our staff and subcontractors are bound by confidentiality; (d) not transfer it to anyone except as needed to provide the Services or required by law; and (e) help you, on reasonable request, with data subject requests and regulators.
16.3. You confirm you have the consents and lawful basis needed for us to process the personal data you share with us or that we collect for you, including for text, phone and email marketing.
17.1. To protect results, we may gather feedback from Customers who came through our work about their experience, and share it with you.
17.2. We may raise concerns about how Leads and Customers are handled and work with you to improve it. With prior notice, we may visit your premises to understand your processes.
18.1. Where the Client is a company, partnership or other entity, the individual who signs the Client Agreement on its behalf ("Guarantor") personally guarantees the full and punctual payment of all amounts due under the Agreement. Where more than one person signs, they guarantee jointly and severally.
18.2. The guarantee continues until everything due under the Agreement has been paid, including if the Client enters administration, liquidation or any other insolvency process.
18.3. We may claim against the Guarantor directly without first claiming against the Client.
18.4. The Guarantor confirms they have had the opportunity to take independent legal advice before signing.
19.1. Either Party may end the Agreement immediately by written notice if the other:
(a) commits a serious breach that cannot be fixed, or that it fails to fix within 30 days of being told in writing;
(b) repeatedly breaches the Agreement in a way that shows it does not intend or is unable to perform it;
(c) is unable to pay its debts, enters into an arrangement with its creditors, or has an administrator, receiver or liquidator appointed (other than for a solvent restructuring); or
(d) stops or threatens to stop carrying on all or a substantial part of its business.
19.2. Non-payment of Fees for more than 30 days, and a chargeback in breach of clause 5.7, are serious breaches by you.
19.3. If we end the Agreement under clause 19.1 because of your breach, clause 4.3 applies as though you had ended it early.
19.4. On termination or expiry: (a) the AI agents are switched off; (b) we will return your Client Content and any personal data we hold for you, or delete it if you ask; (c) you will pay all amounts due; and (d) clauses 4.3, 5, 6.8, 10, 11, 13, 14, 15, 16, 18, 20, 22 and 23 continue to apply.
20.1. During the Agreement and for 12 months after it ends, you will not directly or indirectly hire, engage or solicit any employee, contractor or subcontractor of ours who worked on your account, without our written consent. This does not apply to someone who responds to a general job advert not aimed at our people.
21.1. Neither Party is liable for failing to perform because of events beyond its reasonable control, such as acts of government, war, terrorism, natural disaster, fire, flood, pandemic, strikes, prolonged power or internet failure, or third-party platform outages. Time for performance is extended accordingly. If the delay lasts more than 60 days, the Parties may agree to end the Agreement. This clause does not excuse payment obligations.
22.1. The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the laws of England and Wales, wherever the Client is located.
22.2. The Parties will first try to resolve any dispute by good-faith discussion, then by mediation. If it is not resolved within 45 days of mediation starting, either Party may refer it to the courts of England and Wales, which have exclusive jurisdiction. This does not stop either Party seeking urgent injunctive relief in any court, or enforcing a judgment in any country.
23.1. Relationship. We are an independent contractor. Nothing in the Agreement creates a partnership, joint venture or employment, and neither Party can bind the other.
23.2. Entire agreement. The Agreement (the signed Client Agreement, these Terms, the Order and the Schedules) is the whole agreement between the Parties about its subject and replaces any earlier agreement, proposal or discussion about it. If there is a conflict, the signed Client Agreement prevails, then the Order, then these Terms, then the Schedules.
23.3. Changes. Changes to the Agreement must be agreed in writing by both Parties. Email is enough.
23.4. Assignment. Neither Party may transfer the Agreement without the other's written consent, not to be unreasonably withheld.
23.5. Severability. If any part of the Agreement is found unenforceable, the rest continues in force.
23.6. Waiver. A delay or failure to enforce a right is not a waiver of it.
23.7. Third parties. No one other than the Parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
23.8. Notices. Notices must be in writing and sent by email (to us at hello@growpatiently.com; to you at the email address on the Client Agreement or your account), by hand, or by recorded post to the registered or business address. Email notices are received on the next Business Day after sending.
23.9. Response times and automatic approval. Both Parties will respond to approval requests, change requests and questions within 3 Business Days. If you do not respond within that time to a request for approval, the item is treated as approved so the work can continue.
23.10. Signing. The Agreement may be signed electronically and in counterparts. An electronic signature, or typed name, is as valid as a handwritten one. The Agreement is binding from the Effective Date.
Grow Patiently's AI Patient Acquisition System™, covering visibility in search and AI search, website and reputation, traffic through advertising, lead nurture and speed to lead through AI agents, and helping the practice become an AI-native practice. Work is prioritised each month against your goals, and may be adjusted by agreement between us. Depending on the plan shown on your Order, the Services may include:
(a) strategy, positioning and marketing to attract new patients or customers to your business;
(b) setting up and managing paid advertising campaigns (such as Google, Facebook and Instagram) using the Ad Budget you set;
(c) website, landing page and search engine optimisation (SEO) work, including content and backlinks;
(d) capturing and keeping the contact details of Leads from our campaigns and, where included in your plan, speaking with those Leads by text, email and phone, including through AI chat and voice agents (clause 8A), until they are ready for the next step, such as a booked appointment with you;
(e) handing ready Leads to you by phone, or booking them into your calendar, after which you handle everything as set out in clause 7.2;
(f) reporting on activity and results, including return on ad spend where it can be tracked.
Our Fee covers our work. Everything else is passed straight through at cost. These are the typical costs. Which ones apply depends on your plan, and you only pay for what you use.
| Item | Cost | Paid to |
|---|---|---|
| Grow Patiently partnership: our team, strategy and systems | As shown on your Order | Grow Patiently |
| Communications: texts, calls, emails, phone numbers and carrier registration | Typically $20 to $70 a month across clients, depending on your usage, at cost | Your card on your account, no mark-up |
| AI agent usage: per conversation or minute for your AI chat and voice agents | Usage-based, at cost | Your card on your account, no mark-up |
| Backlinks: articles on other websites that link to yours and build your Google ranking | Typically $25 to $100 per article, at cost | The publishing websites, no mark-up. You get the live link for every one. Typically once a month, but the amount is led by you depending on your goals |
| Website running costs: domain, hosting and any paid plugins | Set by the provider | The provider, directly from your card |
| Ad budget: adverts on platforms such as Google, Facebook and Instagram | Set by you | The ad platforms (e.g. Google, Meta), directly from your card |
Nothing outside this list is bought for you without your OK first.
Ranges are typical, in US dollars, and given for planning only (clause 6.7). Where you are billed in another currency, the equivalent applies.