CluedUp PPC Terms and Conditions
PARTIES TO THE AGREEMENT
The parties to this agreement are Sanderson Neill Ltd., trading as "CluedUp PPC" (“we, our, us, the Company, CluedUp PPC"), the seller of the services, and you ("you", "your", "the client") the purchaser of the services.
Sanderson Neill Ltd is a company registered in the Scotland, Registration #SC106533. VAT Registration #GB743 4898 94. Registered Office: 38 Queen Street, Glasgow, G1 3DX.
DEFINITIONS
"PPC" means pay-per-click advertising
"SEO" means search engine optimisation
"LOE" means Letter of Engagement, which sets out the specific details of the agreement between the parties for the engagement
"Rolling agreement" means that there is no time-based contract and that you can cancel the arrangement at any time under the conditions stated below unless otherwise agreed in the LOE
"Fixed agreement" means that the agreement will run for a pre-determined period of time, as agreed in the LOE
"Website" refers to Cluedup-PPC.co.uk
ACCEPTANCE OF TERMS AND CONDITIONS
By signing and returning the Letter of Engagement (LOE), you are accepting these terms and conditions in full and as the only terms and conditions governing this agreement for the sale of any and all our services.
Where we offer you services free, the company reserves the right not to issue a Letter of Engagement. Notwithstanding the absence of said LOE, these terms and conditions shall still apply to the free services rendered and when you accept services free from us you are accepting these terms and conditions in full and as the only terms and conditions governing this agreement for the rendering of any and all our services whether free or not.
SERVICES
The services to be rendered by CluedUp PPC shall be specified in a separate Letter of Engagement and such Letter shall be conclusive as to the extent and nature of the services to be rendered. No Proposal or any other written offer by the Company shall constitute a Letter of Engagement unless specifically described as such. Any additional services that may be requested shall be subject to a separate LOE, or written amendment.
The offer made in the LOE shall remain open at the company’s discretion and the company reserves the right to refuse acceptance of the engagement if it is not signed and returned after a period of 14 days has elapsed since the issue of the LOE.
ACCOUNT MANAGER
Upon commencement of the engagement, the Company shall allocate a member of its staff (the Account Manager) as the principal point of contact delivering the service to the client. At all times, however, the Account Manager shall remain under the exclusive control and direction of the Company and shall not be an employee of the Client. The person nominated as Account Manager is not guaranteed to the Client and Company at its discretion can change or substitute the Account Manager with another person at any time and the Client must accept said change or substitution.
INVOICES AND PAYMENTS
Payment of fees for PPC services (for the work that we do on your behalf), advertising costs if appropriate (costs per click or per 1000 impressions in Google AdWords), and any other pre-agreed costs, plus VAT must be made in advance prior to the commencement of any work. Subsequent payment of fees and costs plus VAT must be made in advance by BACS or Standing Order on the 28th day of each month for any work to be carried out in the subsequent month. Failure to make such payment on the due date will result in the cancellation of the agreement and the termination by the company of any work for the client. If an engagement commences mid-month, fees and advertising costs plus VAT will be pro rata. We will issue appropriate VAT invoices to cover all payments.
Payment of monthly fees for SEO services (for the work that we do on your behalf) must be made in advance by BACS or Standing Order on the 28th day of each month for the duration of the engagement. Failure to make such payment on the due date may, at the company's discetion, result in the cancellation of the agreement and the termination by the company of any work for the client. In such circumstances, the client will be liable for payment in full of fees for the remaining period of the agreement and any money-back guarantees shall be nullified.
MONEY-BACK GUARANTEES
With some our products or services, the company offers a money-back guarantee, as described in the appropriate pages on the CluedUp PPC website. We will honour in full any such guarantees and hereby undertake to refund any payments due under the guarantee promptly and without fuss.
For PPC work, you may claim said refund for any reason that seems appropriate to you. We will not contest your claim. For SEO work, you may only claim said refund under the conditions stated in the LOE.
Said refund or money-back guarantees cover only the fees charged by us. They do not cover pay-per-click advertising or any other costs. Under no circumstances shall said advertising and other costs be refunded to the client except as stated under “Termination” below. All claims for refunds under any guarantee must be made in writing by letter or email and acknowledged by us in the same manner no later than seven days from the end of each 30-day guarantee period. Failure to make the claim within this time limit will render the guarantee void.
The first period of 30 days will begin on the date on which the Letter of Engagement is signed by you, irrespective of when you make the first payment. Subsequent 30 day periods will begin on the date on which payment is due for subsequent periods, irrespective of the actual date on which the payment is made by you.
Where a rolling engagement is in place, payment of fees and advertising costs in advance for the next month will be taken as acceptance by you of your satisfaction with the service for the 30-day period just completed and you will not be able to claim a refund for that period under the terms of the guarantee. Unless stated otherwise in the Letter of Engagement, the maximum amount we will ever refund to the client under our money-back guarantee scheme will be the fees we have charged for one month’s work. This will be the limit of our liability.
Where we offer a full refund of management fees, you will only be able to claim the full refund provided that we have completed at least one full month of management and that you have spent in advertising costs in that month the minimum amount stated in the Proposal and/or Letter of Engagement. If you do not meet these conditions, any guarantees will be void and any entitlement to refund of fees will be subject to the conditions stated under "Termination" below.
TERMINATION
Unless otherwise stated and mutually agreed in the Letter of Engagement for PPC services the client will be able to terminate the engagement at any time without notice or penalty. Fees paid in advance for management work will be refunded pro rata and should there be a credit balance in the client’s Google AdWords account at the date of termination, we will refund this to you immediately after receipt from Google. The company reserves the right unilaterally to terminate the engagement under the same terms.
Where a fixed agreement is in place, as in the case of SEO services, the client will be able to terminate the engagement at any time. If the client terminates the engagement prior to acceptance of the 20 targeted keywords, the client will be liable only for the first month's fees. Cancellation after said acceptance, which will be settled by exchange of emails, the client will be liable for payment in full of the fees for the remainder of the engagement, whether or not the company continues to perform any services for the client. In the event of cancellation by the client, any money-back guarantees will be nullified.
PPC ACCOUNTS
Normally the client opens the PPC account in their own name direct with the supplier (e.g. Google), which the client then links to our My Client Centre (MCC). The client can unlink this any time. In that case, the client is responsible for direct payment of advertising and any other costs. You will be able to access and review this account at any time. Alternatively, we can make the advertsing payments and any other costs for you, which you will reimburse to us under the terms described in "Invoices and Payments" above. Upon commencement of the Engagement, we will open the account. This account will be in our name, but we will transfer the account to your name and ownership upon request, subject to all outstanding invoices being settled with us. In that event, you will be rsponsible for making advertising and other payments direct.
Where we will be responsible for the payment of advertising costs for the account, the monthly budget will be agreed in advance with you. Should we exceed the agreed budget by 10% or more without your prior consent, we will be responsible for the additional payment.
You will approve keywords, adverts and landing pages prior to the launch of any campaign or ad group. You will be able to request changes to any campaign or ad group at any time and we will make any agreed changes for you. If you make or request changes to any of your campaigns or ad groups without our knowledge or agreement, you do so at your own risk and such action will nullify any money-back guarantee we have given you.
PLACING THE ACCOUNT ON HOLD
You may place the account on hold at any time. In that event, we will not refund any fees paid in advance and we cannot refund any advertising credit balance held in your account though this will be available for re-use when you decide to resume the account. You will not be charged any further fees during the holding period.
WARRANTY
Professional services will be performed, all findings obtained, and reports and recommendations prepared in accordance with generally and currently accepted business principles and practices. No other warranty, express or implied, is given and all warranties other than those required by law are hereby excluded.
Any income statements, testimonials and examples displayed on the Website or contained within the content of any of our services pages are exceptional results and are not intended to represent or guarantee that anyone will achieve the same or similar results. We offer no warranty or guarantee whatsoever that using any of our services will result in business or sales growth. As with any business endeavour, there is an inherent risk of loss of capital and the client accepts that our services may result in the loss of capital in particular but not limited to advertising costs.
We do not warrant or guarantee any results specific or otherwise from the client using our pay-per-click advertising services. However, if the client is dissatisfied with results for any reason that the client deems appropriate during any 30-day period at the end of that period they may request and will receive a full refund of our fees for that period.
LIMITATION OF PROFESSIONAL LIABILITY
The client by acceptance hereof agrees to limit any and all liability for claims, damages or any expenses to be levied against costs claimed against the Company to a sum not exceeding £5,000 or to the aggregate amount of the Company’s fee, whichever be the lesser, in the event of the client having any claim arising from any error, omission or professional negligence on the part of the Company or any of its representatives.
CONFIDENTIALITY
Where in the performance of its duties the Company obtains information about the client and the client’s customers or clients, including but not limited to financial data, client lists, policy statements, marketing information, methods of operation and any other confidential data, the Company agrees to maintain all such information in strict confidence and to use the same only for the purposes of the assignment and the performance of its duties. Any such information obtained by the Company in writing from the client will be returned to the client upon completion of the project or termination of the agreement whichever is the earlier and the Company warrants that it will not retain any such information or copies thereof. The Company further warrants that it has obtained similar undertakings from its employees and any personnel working for it, and that all personnel are bound by appropriate confidentiality undertakings.
SEVERANCE
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force.
ENTIRE AGREEMENT
The Letter of Engagement and any subsequent letters that may be issued and agreed by the Company after the date hereof, in all cases together with these Terms and Conditions constitute the entire agreement between the parties. No change, modification, extension, discharge or waiver shall be made except in writing.
LAW AND JURISDICTION
The Law of Scotland governs the Letter of Engagement and these Terms and Conditions and by acceptance hereof both parties agree to submit to the jurisdiction of the Scottish Courts.