Marketing Terms and Conditions

• "Buyer" means the client receiving the services.
• "PPC Campaign" means a pay-per-click advertising campaign set up and managed by the Company.
• "PPC Services" means campaign setup, management, reporting, and optimisation services for paid advertising.
• "Required Information" means materials and access provided by the Buyer to enable the Company to carry out the PPC Services.
• "Completion Date" means the date the PPC Setup is complete.

2.1 This Agreement begins with a three-month trial period.

2.2 Upon conclusion of the trial, the Agreement will either:

(a) continue on a rolling monthly basis, subject to three (3) months' written notice for termination; or

(b) at the Buyer's election, convert to a fixed term of six (6) or twelve (12) months, also subject to three (3) months' written notice for early termination.

2.3 Cancellation applies on a per-service basis. For example, if the Buyer cancels PPC services but continues with another service, the three-month notice period shall apply solely to the PPC portion.

3.1 The Company agrees to:

(a) Complete the PPC setup within twenty-one (21) days of receiving all Required Information from the Buyer;

(b) Conduct keyword research and deliver an initial visibility report within thirty (30) days of campaign launch;

(c) Provide ongoing campaign optimisation and monthly performance reporting throughout the term of the service.

3.2 The Buyer agrees to provide all Required Information within fourteen (14) days of signing the Agreement.

3.3 Any delay in the Buyer providing the Required Information shall result in a corresponding delay to the campaign launch and associated timelines.

3.4 The Company will perform all services using reasonable care and skill, in accordance with industry standards.

4.1 The Company does not guarantee specific performance outcomes, including but not limited to conversions, traffic volumes, or top search rankings, due to factors beyond its control such as platform algorithms, competitive activity, and user behaviour.

4.2 The Company shall not be held liable for any negative outcomes or performance issues resulting from factors outside its control, including but not limited to the Buyer's actions (e.g., website changes, budget adjustments, or failure to implement recommendations).

5.1 The Buyer shall pay:

• An agreed Initial Setup Fee where applicable
• A monthly campaign and/or management fee, specified in the Client Agreement.

5.2 All payments are due within 3 days of invoice receipt.

5.3 Campaign budgets must be transferred to the Company or paid directly to platforms, as agreed.

6.1 IP in materials created by the Company (e.g. ads, keywords) transfers to the Buyer upon full payment.

6.2 The Buyer retains ownership of any assets it supplies.

7.1 The Company warrants that all advertising work delivered under this Agreement will be lawful, and in compliance with:

• Applicable UK laws and regulations, including the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR).
• The applicable policies and requirements of third-party advertising platforms used by the Client, including but not limited to Google Ads policies.

7.2 The Company's total liability, whether in contract, tort (including negligence), or otherwise, shall not exceed an amount equivalent to three (3) months of service fees, regardless of the duration of the Agreement or the total amount paid by the Buyer.

7.3 The Company is not liable for:

• Loss of profits, data, or business opportunity.
• External service outages.
• Buyer’s changes that affect performance or security.
• The performance of advertisements, which may be subject to third-party algorithms and user behaviour beyond its control.

8.1 The Buyer warrants that:

• Their website and data are lawful and do not infringe third-party rights.
• They will not interfere with delivery of the PPC Services.

8.2 The Buyer indemnifies the Company against losses caused by their breach of these terms.

9.1 Both parties agree to maintain the confidentiality of information shared in relation to the services for a period of 2 years after contract termination.

10.1 After the trial or fixed term, either party may cancel the agreement with 3 months' written notice.

10.2 Immediate termination may apply in cases of breach, insolvency, or business closure.

10.3 Termination does not affect rights accrued before termination.

11.1 Any notice or other communication required or permitted under this Agreement shall be given by email to: admin@thdigitalmarketing.co.uk, either party may notify to the other in writing.

11.2 A notice sent by email shall be deemed to have been received on the date and time it was transmitted, provided that no delivery failure notification is received by the sender. If the email is sent outside normal business hours (9:00am-5:00pm UK time), it shall be deemed received at 9:00am on the next business day.

12.1 The laws of England and Wales shall apply to the whole of this Agreement.

12.2 Any question arising out of this Agreement as to the construction or effect of any Intellectual Property shall be decided in accordance with the laws of the country in which the Intellectual property in question has been granted or filed or exists.

13.1 All services provided during any ongoing term shall be subject to the most recent version of these PPC Terms and Conditions, our General Terms and Conditions, and any other applicable service-specific terms. These may be updated from time to time with reasonable notice to the Buyer. The most current version will always be available on our website, with the effective date clearly indicated.