Terms and Conditions
For the Supply of PPC Services
Effective date: 15 May 2018
Table of Contents
- Definitions and Interpretation
- Basis of the Service Agreement
- Obligations of the Client
- Nature of Engagement
- Intellectual Property
- Limitation of Liability
- Client’s Warranties
- Term, Termination and Suspension
- Nature of the Contract
- Law and Jurisdiction
By using this website and PPC Services offered by exponential.buzz (hereinafter – the Service Provider) you’re agreeing to these Terms and Conditions (hereinafter – Terms).
We may change these Terms from time to time. If we do, we’ll let you know about any material changes, either by notifying you on the Site or by sending you an email. If you keep using the Service provider’s services after a change that means you accept the new Terms.
1. Definitions and Interpretation
1.1 In this Terms and PPC Campaigns Management Insertion Order (hereinafter – Insertion Order), both together referred as “the Service Agreement”, unless the context otherwise requires, the following expressions have the following meanings:
Client – means the person identified as such on the Insertion Order;
Commencement Date – means the date referred to in the Insertion Order being the date on which the provision of the PPC Services will commence.
Service Provider – means sole proprietorship that operate under the name exponential.buzz and whose registered office is at [address], registration No. .
Service Agreement – means this Terms together with the Insertion Order.
Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with the Service Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
End Date – the date on which the provision of the PPC Services comes to an end and Service Agreement terminates being the date:
as set out in the Insertion Order in the event of fixed term; or if the PPC Campaign is not a fixed term or the Client notifies the Service Provider that it wishes to continue receive of PPC Services at the expiry of a fixed term on the expiry of one month’s written notice served by either party on the other to terminate the Service Agreement;
Fees – means the sums payable to the Service Provider for the PPC Services as set out in the Insertion Order or calculated by reference to the rates set out in the Insertion Order (as the case may be).
Intellectual Property Rights – means:
- any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and email addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
- rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
- rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
- the right to sue for past infringements of any of the foregoing rights.
Insertion Order – the Client’s pro-forma order form setting out, inter alia, details of the Client and signed by the Client.
PPC – means pay per click advertising.
PPC Platforms – means any pay per click advertising platform, mainly but not limited to Google Adwords, Facebook Ads, Instagram, Linkedin Ads, Bing Ads, Yahoo, Taboola, Outbrain and others.
Media Budget – means advertising budget for PPC that is payable directly to PPC Platforms.
PPC Campaigns – means the PPC advertising campaign referred to in the Insertion Order.
PPC Services – means the PPC advertising management services to be provided by the Service Provider including but not limited to the PPC Campaign and the PPC Setup.
PPC Setup – means the services of the Service Provider in setting up the PPC Campaign(s) as set out in the Insertion Order.
Required Information – means the information (and materials) listed in the Insertion Order and/or notified to the Client by the Service Provider which the Client shall supply to the Service Provider to enable the Service Provider to carry out the PPC Services.
Website – means the Client’s website located at the URL set out on the Insertion Order.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 The Insertion Order forms part of Service Agreement and shall have effect as if set out in full in the body of this agreement clauses. Any reference to the Service Agreement includes the Insertion Order.
1.4 A reference to writing or written includes fax and email.
2. Basis of the Service Agreement
2.1 The Insertion Order constitutes an offer for the Client to purchase the PPC Services in accordance with these Terms.
2.2 The Insertion Order shall only be deemed to be accepted when the Client signs the Insertion Order at which point and on which date the Service Agreement shall come into existence.
2.3 Any quotation given by the Service Provider shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
3. Obligations of the Client
3.1 The Client shall provide the Required Information to the Service Provider no later than 5 days before the Commencement Date.
3.2 The Client agrees not to undertake any other PPC campaign for the Website(s) which is the subject of the PPC Services pursuant to the Service Agreement for as long as the Service Provider is providing the PPC Services.
3.3 The Client shall permit the Service Provider to paste its ‘conversion code’ onto the Website and shall not do anything to remove or alter such ‘conversion code’.
3.4 The client is responsible for looking after the pixels placement, banner and photos, website landing pages, content (i.e. blog articles and ebooks), translations of keywords and creatives, negative keywords translation and review in non english languages.
4. Nature of Engagement
The Service Provider shall at all times be responsible for organising how and in what order the PPC Services are performed and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the PPC Services to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
5.1 In consideration of the PPC Services the Client shall pay the Fees.
5.2 Payment of Fees shall be made in the case of the set up fee (if applicable) and the first monthly management fee before the commencement of the PPC Campaign and in the case of subsequent monthly management fees in advance no later than the first day of the month to which the management fee relates. If payment is not received by the relevant due date the Service Provider reserves the right to suspend the provision of the PPC Services.
5.3 The Client makes the Media Budget payments for PPC Platforms directly before the commencement of the PPC Campaign.
5.4 All sums quoted are exclusive of VAT which shall be added at the prevailing rate unless specifically stated otherwise.
6. Intellectual Property
6.1 The Service Provider shall use material provided by the Client in addition to its own material in performing the PPC Services.
6.2 The Intellectual Property Rights subsisting in material provided by the Client shall remain vested in the Client unless the Client expressly indicates otherwise.
6.3 The Intellectual Property Rights subsisting in material provided by the Service Provider shall be assigned to the Client upon receipt by the Service Provider of all Fees due under the Service Agreement. Upon such assignment, the Service Provider shall be deemed to have waived all moral rights in respect of such work. Following such assignment, the Client shall be free to use such materials including, but not limited to, the keywords included in the PPC Campaign(s), in the same PPC Campaign(s) or for any other purposes.
7. Limitation of Liability
7.1 Nothing in the Service Agreement shall limit or exclude the Service Provider’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, the Service Provider shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Service Agreement for:
- loss of profits;
- loss of sales or business;
- does not meeting any goal or guaranteeing any particular rate of return or performance;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- deviation from the Media Budget;
- loss of use or corruption of software, data or information; and
- any indirect or consequential loss.
Subject to clause 7.1, the Company’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Service Agreement shall be limited to a sum equal to the Fees paid in the month in which the liability or breach arose.
8. Client’s Warranties
8.1 The Client warrants to the Service Provider that:
- it has full power and authority to enter into and perform this Service Agreement and without prejudice to the generality of the foregoing it is the full legal and beneficial owner of the Website and the Required Information and providing the same to the Service Provider shall not infringe any Intellectual Property Rights of any third party, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person; and
- the Website and the Required Information is not obscene, blasphemous, offensive to religion, or defamatory of any person and does not contain any material which has been obtained in violation of the data protection, human rights or any analogous domestic or foreign legislation and nothing contained in the Website or the Required Information will constitute a contempt of court.
8.2 The Client shall not enter into any agreement or arrangement which might conflict with the Service Provider’s rights under the Service Agreement or might interfere with the Service Provider’s performance of its obligations under the Service Agreement.
9.1 Each party undertakes to the other that, unless authorised in writing by the other party, it shall at all times during the continuance of the Service Agreement and for twelve (12) months after its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by the Service Agreement; and
- not make any copies of, record in any way or part with possession of any Confidential Information.
9.2 Disclosure under the Service Agreement may be made only to the extent that is necessary for the purposes contemplated by the Service Agreement, or as required by law.
9.3 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
10. Term, Termination and Suspension
10.1 This Service Agreement shall commence on the Commencement Date and, subject to the provisions of this clause 10, shall terminate on the End Date.
10.2 Without affecting any other right or remedy available to it, either party may terminate or suspend the Service Agreement with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Service Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts under respective jurisdiction insolvency laws;
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
10.3 The termination of the Service Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under the Service Agreement.
11. Nature of the Contract
11.1 The Service Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) any of its rights hereunder, or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
11.2 The Service Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
11.3 Each Party acknowledges that, in entering into the Service Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Service Agreement, and all conditions, warranties or other terms implied by statute or respective law are excluded to the fullest extent permitted by law.
11.4 No failure or delay by either Party in exercising any of its rights under the Service Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Service Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
The Parties agree that, in the event that one or more of the provisions of the Service Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of the Service Agreement. The remainder of the Service Agreement shall be valid and enforceable.
13.1 All notices under the Service Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
- when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated.
13.3 In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
The Service Provider reserves the right to make minor changes to these Terms from time to time which changes shall automatically be incorporated into the Service Agreement. Save for minor changes to these Terms (and the Service Agreement) no variation of the Service Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
15. Law and Jurisdiction
15.1 Any dispute, controversy, proceedings or claim between the Parties relating to the Service Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Lithuania. However, if the dispute, controversy, proceeding or claim relating to the Service Agreement to have occurred with Israeli company or natural person, it shall fall within the jurisdiction of the courts of Israel.
15.2 Any dispute, controversy, proceedings or claim between the Parties relating to the Service Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the non-exclusive jurisdiction of the courts of Lithuania. However, if the dispute, controversy, proceeding or claim relating to the Service Agreement to have occurred with Israeli company or natural person, it shall fall within the exclusive jurisdiction of the courts of Israel.