Terms of Service

Definitions:

‘The Service Provider’ is Knowledgeful Limited trading as Lead Velocity. ‘The Client means the party or any person acting on their behalf with whom the Company contracts.

Introduction

This document, referred to as the “Terms of Service” or “Agreement,” governs the relationship between the User (also referred to as the “Client”) and the Freelancer (also referred to as the “Service Provider”), regarding the use of the PPC Campaign Audit Service (the “Service”). By availing of the Service, the User agrees to abide by the terms outlined in this document.

Service Description

The Service involves a comprehensive audit of the User’s pay-per-click (PPC) marketing campaigns. This may include, but is not limited to, an examination of keywords, ad copy, targeting settings, landing page performance, conversion metrics, and overall campaign strategy. A report detailing findings and recommendations will be provided to the User.

If specified, the service involves a period of account management, ranging from 2 weeks to 1 month. Once the management process is completed, there is an option for continued account management on a rolling monthly contractual basis.

Payment and Fees

The User agrees to pay the Service Provider for the Service according to the fee structure agreed upon prior to the commencement of the Service. Full payment is due upon commencement of the Service and the Service will not be rendered until payment is received in full.

All charges and prices for services are carried out by the service provider are subject to VAT at the standard rate.

All estimated prices quoted, whether written or verbal are for the listed and mentioned services only. Any additional services required to complete a project will be quoted in advance and charged accordingly.

All work is invoiced either monthly, on completion of the project or advance booking of a consultancy phone call at the previously agreed rate.

Where there is a change of brief, the service provider will inform the client of any additional charges likely to be incurred.

All projects are planned to an agreed schedule, non-adherence to this schedule by the client may result in compromising final deadlines and additional fees.

For all new clients payment for the full or part amount + VAT will be requested in advance of commencement of work as agreed between parties. All subsequent invoiced work is paid on receipt of the invoice.

Once a client has agreed to the Service Provider’s current Terms of Service, Knowledgeful Limited will invoice a project on the agreed timescales.

All creative work produced and devised during a project remains the property of the service provider until final project costs have been cleared.

The Service reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the client. Any outsourced job remains the property and responsibility of the service provider and is deemed to be carried out indirectly by the company.

If at any point during the design or development cycle, a client wishes to cancel, they may do so but will be invoiced for an amount that Knowledgeful Limited judges to be proportional to the work already completed.

Knowledgeful Limited have a lien over any product, data and materials if all payments due from you have not been paid and cleared in full within 1 month from the date of the invoice. We reserve the right to withhold the price of goods, and, in the case of web services, this includes recalling services and hosting websites.

Confidentiality

The Service Provider will treat all information provided by the User about the Service as strictly confidential. The Service Provider will not disclose any such information to third parties without the User’s written consent, except when required by law.

The Service reserves the right to the addition of our company credit on printed or digital media unless instructed otherwise by the Client.

The Service reserves the right to use both initial creative and intellectual concepts and final approved design work for the purpose of the company’s marketing activities unless otherwise requested by the client.

Limitation of Liability

The Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from the Service. The Service Provider makes no guarantee regarding the increase in PPC campaign performance or conversions.

It is the responsibility of the client that all materials (including but not limited to images, diagrams, logos, videos, data as well as intellectual property) supplied by the Service by the client will have the relevant copyright, licences and permissions. Knowledgeful Limited will not accept responsibility/liability for infringements caused by wrongly supplied materials

As part of larger projects which involve 3rd parties commissioned directly by the client, the company will not be held responsible for the non-completion of services not carried out directly by the service provider.

In the event of a dispute arising between parties in connection with the contract (excluding that relating to non-payment), parties shall attempt in good faith to resolve the matter. It is the responsibility of the client to inform the company immediately of any issue that may lead to a dispute (such as quality, service, cost, or deadline) without such information no dispute shall be entered.

Whilst taking every care to protect all media and correspondence supplied, the service shall not be held financially responsible for any loss.

The Service cannot guarantee the exclusivity of any marketing concept, strategy or design. Therefore, the service will not accept any liability for any alleged claim for copyright infringement.

It remains the client’s responsibility to seek copyright protection if desired for any creative/ intellectual property provided by the service.

The service shall be under no liability if it should be unable to carry out the contracted service for any reason beyond its control. Including Act of God, Terrorism, Legislation, War, Fire, Flood, Drought, Failure of Power Supply. During the continuance of such a contingency the customer may by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery of full contract terms when available.

Indemnification

The User agrees to defend, indemnify, and hold harmless the Service Provider from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from the User’s violation of this Agreement or the infringement of any third-party rights.

Termination

Both parties reserve the right to terminate this Agreement at any time, with or without cause, upon providing the other party with a written notice.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales, and any disputes arising from this Agreement shall be settled in the courts of England and Wales.

Changes to this Agreement

The Service Provider reserves the right to modify these Terms of Service at any time. Any changes will be communicated to the User and the continued use of the Service will constitute acceptance of the changes.

Acceptance of Terms

By using the Service, the User acknowledges that they have read, understood, and agreed to these Terms of Service.

This Agreement is in effect as of the first date the Service is used.

Ongoing Management Service

Terms of Service

These Terms of Service govern the provision of ongoing Pay Per Click (PPC) management services by the Service Provider to the Client.

1. Definitions

1.1 In these Terms of Service, the following expressions shall have the meanings set out below:

“Service Provider” means Knowledgeful Limited trading as Darren Taylor Consultancy.

“Client” means the party, or any person acting on their behalf, with whom the Service Provider contracts.

“Services” means the ongoing PPC management services described in clause 3 and any additional services expressly agreed in writing between the parties.

“Platforms” means the PPC advertising platforms agreed between the parties from time to time, for example Google Ads, Microsoft Ads and others as specified in writing.

“Agreement” means these Terms of Service together with any proposal, statement of work, order form or email confirmation agreed between the parties.

1.2 Headings are for convenience only and shall not affect interpretation.

2. Basis of the Agreement

2.1 Following completion of any initial Google Ads audit or onboarding period, the Client may elect to engage the Service Provider for ongoing PPC management in accordance with these Terms of Service.

2.2 By remitting payment for the Services, the Client is deemed to have read, understood and accepted these Terms of Service.

2.3 In the event of any conflict between these Terms of Service and any other document, these Terms of Service shall prevail unless expressly stated otherwise in writing.

3. Scope of Services

3.1 The Service Provider will provide ongoing PPC management as a monthly rolling service. The specific scope of work may be further detailed in a proposal, statement of work or email confirmation. Unless otherwise agreed, the Services typically include:

a) Weekly Consultation
Scheduled calls with the Service Provider to review performance, discuss strategy, agree priorities and address questions. The exact duration and scheduling of these calls shall be agreed between the parties in advance and may be adjusted by mutual agreement.

b) Weekly Reporting
Provision of reports that outline key performance metrics, campaign developments, insights and strategic recommendations. Reporting format and delivery method shall be as reasonably determined by the Service Provider, subject to any agreed requirements.

c) Campaign Management and Optimisation
Ongoing set up, monitoring and optimisation of PPC campaigns on the agreed Platforms. This may include, as applicable:

Keyword research and management

Ad copy creation and testing

Bid and budget management

Audience and demographic optimisation

Negative keyword management

Ad extension and asset setup

Basic landing page recommendations (where appropriate)

d) Direct Access and Support
The Client may contact the Service Provider via email for queries, updates and assistance related to the Services. The Service Provider will respond within a reasonable timeframe during normal business hours (UK time), excluding weekends and public holidays.

3.2 The Services do not automatically include:

Website development, coding or design work

Complex tracking implementations or custom development outside the agreed scope

Management of channels not expressly agreed as part of the Platforms
unless separately quoted and agreed in writing.

3.3 The Service Provider reserves the right to reasonably adjust methods, tactics and specific activities in order to maintain or improve performance, provided that the overall nature of the Services remains materially the same.

4. Client Responsibilities

4.1 The Client shall:

a) Provide timely access to all necessary accounts, platforms, tools and data required to perform the Services, including administrator access to PPC accounts where needed.

b) Ensure that all websites, landing pages, tracking setups and technical integrations under the Client’s control comply with applicable laws, regulations and platform policies.

c) Provide prompt feedback, approvals and information reasonably requested by the Service Provider.

d) Ensure that any offers, products, services and claims promoted via PPC campaigns are accurate, lawful and not misleading.

e) Notify the Service Provider promptly of any material changes to the Client’s products, services, pricing, branding or internal processes that may affect the campaigns.

4.2 The Client is solely responsible for:

All media spend / advertising spend payable to the Platforms.

Any third party fees (for example, payment processors, software tools, web developers) unless otherwise agreed in writing.

5. Fees and Payment

5.1 Unless otherwise agreed in writing, all fees for the Services are payable in advance of the period of service to which they relate.

5.2 The Service Provider will invoice the Client monthly in advance. Payment shall be due immediately upon receipt of invoice, and in any event no later than the date specified on the invoice.

5.3 If payment is not received by the due date, the Service Provider may, at its discretion:

Suspend the Services until payment is received, and/or

Charge interest on overdue sums at the statutory rate, and/or

Terminate the Agreement in accordance with clause 10.

5.4 All fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Client where applicable.

5.5 The Service Provider may review and adjust its fees from time to time. Any change in fees will be notified to the Client in advance and will take effect from the start of the next monthly service period, unless otherwise agreed.

6. Term and Termination

6.1 The Agreement for ongoing PPC management begins on the date of the first payment for the Services following completion of the audit or onboarding period, or as otherwise agreed in writing.

6.2 The Agreement operates on a monthly rolling basis, with each service period being one calendar month (or as otherwise specified in writing).

6.3 Either party may terminate the Agreement:

a) For convenience, by giving at least 30 days’ written notice to the other party, such notice to expire at the end of a monthly service period, or

b) Immediately, by written notice, if the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy that breach within 14 days of being notified in writing.

6.4 The Service Provider may suspend or terminate the Services immediately if:

The Client fails to pay any amount due by the due date; or

The Service Provider reasonably believes that continuing the Services would breach applicable law, regulation or platform policy.

6.5 On termination of the Agreement for any reason:

All unpaid fees for Services already performed or committed shall become immediately due;

The Service Provider will have no obligation to provide further Services beyond the termination date;

Any pre-paid but unused fees (where applicable) may be refunded at the Service Provider’s discretion, unless otherwise required by law.

7. Performance, Results and Warranties

7.1 The Service Provider will use reasonable skill and care in performing the Services.

7.2 The Client acknowledges that PPC advertising is inherently variable, and that results depend on numerous factors outside the Service Provider’s control, including but not limited to market conditions, competition, platform algorithm changes and the Client’s own sales processes and website performance.

7.3 Accordingly, the Service Provider does not warrant or guarantee:

Any specific number of leads, sales, clicks or impressions;

Any particular ranking, position or impression share;

Any return on investment, revenue or profit.

7.4 Except as expressly set out in these Terms of Service, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8. Intellectual Property

8.1 Any creative assets, ad copy, account structures and documentation created by the Service Provider in the performance of the Services shall, upon full payment of all fees due, be deemed licensed to the Client for their internal business use on a non-exclusive, non-transferable basis.

8.2 The Service Provider retains ownership of all methods, processes, templates, tools, know-how and proprietary materials used in delivering the Services.

9. Confidentiality

9.1 Each party shall keep confidential all information of a confidential nature that it receives from the other party in connection with the Agreement and shall not use or disclose such information except:

As required to perform the Agreement;

As required by law or regulation; or

With the prior written consent of the other party.

9.2 The obligations in this clause shall survive termination of the Agreement.

10. Data Protection

10.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, in relation to any personal data processed under the Agreement.

10.2 Where the Service Provider processes personal data on behalf of the Client, the parties will enter into any additional data processing terms that may be reasonably required to comply with applicable law.

11. Limitation of Liability

11.1 Nothing in these Terms of Service shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

11.2 Subject to clause 11.1, the Service Provider shall not be liable for:

Any loss of profit, loss of revenue, loss of business, loss of opportunity or loss of goodwill;

Any indirect or consequential loss or damage, whether arising in contract, tort (including negligence) or otherwise.

11.3 Subject to clauses 11.1 and 11.2, the Service Provider’s total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort or otherwise) shall not exceed the total fees paid by the Client to the Service Provider for the Services in the six months immediately preceding the event giving rise to the claim.

12. Non-solicitation

12.1 The Client agrees that it will not, without the prior written consent of the Service Provider, directly solicit for employment any employee or key contractor of the Service Provider who has been materially involved in the provision of the Services, during the term of the Agreement and for 12 months after its termination.

13. General

13.1 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from events beyond its reasonable control.

13.2 Assignment
The Client may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the Service Provider. The Service Provider may assign or subcontract its rights and obligations, provided that it remains responsible for the performance of the Services.

13.3 Variation
The Service Provider may update these Terms of Service from time to time. Any material changes will be notified to the Client and will apply from the start of the next monthly service period, unless otherwise agreed.

13.4 Severance
If any provision of these Terms of Service is found to be invalid or unenforceable, it shall be deemed deleted, but the remaining provisions shall continue in full force and effect.

13.5 Governing Law and Jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

 

Web Design Services Terms and Conditions

These Web Design Services Terms and Conditions apply to all web design, landing page design, landing page build, website editing, conversion rate optimisation, A/B testing and related website services provided by Knowledgeful Limited trading as Lead Velocity, referred to in these Terms as “The Agency”.

These Terms apply to two types of service:

  1. web design and landing page services provided as part of a PPC management contract; and

  2. ad hoc web design and landing page services purchased separately by The Client.

By instructing The Agency to begin work, approving a proposal, paying an invoice, signing a service agreement, or continuing to use The Agency’s services, The Client agrees to these Terms.

1. Definitions

In these Terms:

“The Agency” means Knowledgeful Limited trading as Lead Velocity.

“The Client” means the business, company, organisation, individual, or other legal entity purchasing or receiving services from The Agency.

“Services” means web design, landing page design, landing page build, website edits, implementation, testing, conversion rate optimisation, A/B testing, technical configuration, page duplication, template rollout, content updates and any related work agreed between the parties.

“PPC Management Contract” means an ongoing agreement between The Client and The Agency for paid advertising management, which may include web design or landing page services as part of the agreed package.

“Ad Hoc Services” means any web design, landing page, website edit, or related service purchased separately from a PPC Management Contract.

“Landing Page” means a web page designed primarily to convert paid advertising traffic, campaign traffic, or other targeted traffic into enquiries, leads, calls, bookings, quote requests, purchases, or other agreed conversion actions.

“Template” means an approved landing page or website page design structure that can be duplicated, adapted, or rolled out for multiple services, campaigns, locations, industries, offers, or audiences.

“Figma Design” means a visual page design prepared in Figma or another equivalent design tool before website implementation.

“Round of Changes” means one consolidated set of reasonable amends, revisions, comments, or requested updates provided by The Client in response to a design, page, build, or other deliverable.

“Client Website” means a website, CMS, hosting account, domain, server, plugin stack, theme, page builder, CRM, analytics account, advertising account, or other system owned, licensed, hosted, or controlled by The Client or by a third party on The Client’s behalf.

“Agency Hosted Website” means a website or landing page hosted directly by The Agency or through a hosting environment controlled and managed by The Agency.

2. Scope of Services

The Agency will provide the Services agreed in writing between the parties. This may be set out in a proposal, invoice, statement of work, PPC Management Contract, email confirmation, project brief, or other written agreement.

The Services may include, where agreed:

  1. landing page design;

  2. landing page build;

  3. website page design;

  4. website page build;

  5. page duplication or rollout;

  6. edits to existing website pages;

  7. implementation of copy, images, forms, tracking, scripts, CRM integrations, or analytics tools;

  8. A/B testing design variations;

  9. conversion rate optimisation recommendations;

  10. technical implementation related to landing pages or advertising performance.

Unless expressly agreed in writing, the Services do not include:

  1. full website redesigns;

  2. bespoke software development;

  3. custom web applications;

  4. ecommerce functionality;

  5. booking systems;

  6. membership portals;

  7. complex API development;

  8. copywriting;

  9. photography;

  10. videography;

  11. brand strategy;

  12. legal, regulatory, financial, tax, medical, or compliance advice;

  13. ongoing website maintenance;

  14. ongoing website security management;

  15. hosting;

  16. domain management;

  17. plugin licensing;

  18. third-party subscription fees;

  19. SEO guarantees;

  20. advertising performance guarantees.

Any work outside the agreed scope may be quoted and charged separately.

3. PPC Management Contract Website Services

Where The Client has a PPC Management Contract with The Agency, the Services may include unlimited landing page requests, subject to the terms below.

3.1 Unlimited Landing Page Requests

The Agency may provide unlimited landing page requests as part of the PPC Management Contract where this is expressly included in the agreed package.

Unlimited landing page requests means reasonable requests for landing pages required to support paid advertising strategy, campaign testing, lead generation, conversion rate optimisation, or other marketing activity managed or recommended by The Agency.

Unlimited landing page requests do not mean unlimited unique website designs, unlimited full website redesigns, unlimited bespoke development, unlimited copywriting, unlimited complex functionality, or unlimited work unrelated to the paid advertising strategy.

The Agency may decline, delay, consolidate, or re-scope any request that, in The Agency’s reasonable opinion:

  1. is frivolous, excessive, repetitive, unclear, or unnecessary;

  2. is not connected to the paid advertising strategy;

  3. would materially distract from the campaign objectives;

  4. requires a disproportionate level of work;

  5. requires bespoke functionality or development outside the agreed scope;

  6. conflicts with best practice, compliance, platform policies, or technical limitations;

  7. creates avoidable risk to website stability, tracking, security, or performance;

  8. would be better handled as a separate paid project.

The Client acknowledges that unlimited landing page requests are subject to reasonable use, strategic approval, workload planning, technical feasibility and mutual agreement between both parties.

3.2 Mutual Approval Required

All landing page requests under a PPC Management Contract require approval by both The Client and The Agency before design or build begins.

The Client may request landing pages, but The Agency is not required to build every requested page automatically. The Agency will assess whether the requested page is commercially sensible, strategically relevant, technically feasible, and appropriate for the advertising activity.

The Agency may recommend alternative page structures, consolidation of pages, A/B tests, copy changes, or campaign changes where The Agency believes this will better serve the campaign objectives.

3.3 Figma Design Before Build

Where The Agency is creating a new page design, The Agency will design the page in Figma or another suitable design tool before implementation.

The Client must review and approve the Figma Design before The Agency begins building the page, unless both parties agree in writing that a design stage is not required.

Approval of the Figma Design confirms that The Client accepts the layout, structure, visual direction, content placement, major page sections, call-to-action approach and general design direction.

After Figma approval, changes requested during or after build may be treated as revision requests, additional work, or chargeable work if they exceed the agreed revision allowance or alter the approved direction.

3.4 Agreed Template and Rollout

For PPC Management Contract Services, The Client must approve one agreed landing page Template.

Once approved, this Template may be adapted, duplicated and rolled out to create multiple landing pages for different campaigns, services, locations, offers, audiences, ad groups, keywords, or tests.

Unlimited landing pages under the PPC Management Contract are based on rollout, adaptation and iteration of the approved Template. They do not entitle The Client to multiple unrelated unique designs, multiple brand concepts, or repeated redesigns from scratch.

The Agency may make reasonable adaptations to the Template for performance, relevance, compliance, message match, user experience, tracking, campaign structure or A/B testing purposes.

3.5 A/B Testing and Iteration

For A/B testing, The Agency may create a variation of the original approved design, Template, page structure, content section, call-to-action, form, headline, layout, image placement, offer presentation, trust element, or other page element.

The Client will be asked to approve the proposed design change or testing variation before it is published, unless The Client has given The Agency prior written permission to make testing changes without separate approval.

A/B testing variations are intended to improve performance and are not considered separate unique website designs.

The Client acknowledges that A/B testing does not guarantee improved performance, higher conversion rates, lower cost per lead, higher lead quality, or any specific commercial outcome.

3.6 PPC Contract Revisions

For new designs or significant design changes under a PPC Management Contract, The Client is entitled to a maximum of three rounds of changes.

A round of changes must be provided as one consolidated set of feedback. Piecemeal feedback, contradictory feedback, or repeated changes from multiple stakeholders may be treated as additional rounds or chargeable work.

Once three rounds of changes have been used, further revisions may be quoted separately or charged at The Agency’s standard hourly rate.

Minor changes required to correct clear errors made by The Agency will not count as a round of changes.

4. Ad Hoc Web Design Services

Ad Hoc Services are web design, landing page, website edit, or related services purchased separately from a PPC Management Contract.

4.1 Ad Hoc Scope

The Agency will provide the Ad Hoc Services agreed in the relevant proposal, invoice, brief, email, or written confirmation.

The Client is responsible for checking that the agreed scope includes everything required before approving the work.

Any additional work requested after the scope has been agreed may be quoted separately or charged at The Agency’s standard hourly rate.

4.2 Figma Design Before Build

For Ad Hoc Services involving new page design, The Agency will normally design the page in Figma or another suitable design tool before implementation.

The Client must approve the design before The Agency begins implementation, unless both parties agree in writing that a separate design stage is not required.

Approval of the design confirms that The Client accepts the layout, structure, visual direction, content placement, page sections and overall design direction.

4.3 Ad Hoc Revisions

Ad Hoc Services include a maximum of three rounds of changes, unless agreed otherwise in writing.

Each round of changes must be supplied as one consolidated set of feedback.

Further revisions, redesigns, changes of direction, new sections, new layouts, additional pages, additional functionality, or changes requested after approval may be charged separately.

4.4 Future Edits

Future edits, updates, support, maintenance or changes after completion of Ad Hoc Services are not included unless agreed in writing.

Future edits are charged at:

  1. £30 plus VAT per hour for UK clients; or

  2. $40 per hour for US clients.

The Agency may update these rates by giving notice to The Client or by publishing updated rates in a proposal, invoice, agreement, or service document.

5. Client Responsibilities

The Client must provide all information, access, materials and approvals reasonably required for The Agency to perform the Services.

This may include:

  1. website access;

  2. CMS access;

  3. hosting access;

  4. domain access;

  5. DNS access;

  6. CRM access;

  7. analytics access;

  8. Google Tag Manager access;

  9. advertising account access;

  10. brand guidelines;

  11. logos;

  12. images;

  13. copy;

  14. legal disclaimers;

  15. privacy policy links;

  16. terms and conditions links;

  17. compliance requirements;

  18. product or service information;

  19. pricing;

  20. offer details;

  21. testimonial permissions;

  22. review permissions;

  23. industry regulatory requirements.

The Client is responsible for ensuring that all information supplied to The Agency is accurate, complete, lawful, current, not misleading and suitable for publication.

The Client is responsible for obtaining all permissions, consents, licences and approvals required for any content supplied to The Agency.

The Agency is not responsible for delays, errors, compliance issues, missed deadlines, campaign disruption, additional costs, or poor performance caused by The Client’s failure to provide information, access, materials, feedback, approval, or instructions in a timely manner.

6. Approvals and Sign-Off

The Client must review all designs, pages, edits and deliverables carefully before approval.

Approval may be given by email, written message, project management comment, signed document, payment, instruction to proceed, or any other clear written confirmation.

Once The Client approves a design, page, Template, variation or deliverable, The Client accepts responsibility for the approved item, including its content, claims, accuracy, compliance, suitability, commercial use and publication.

The Agency is entitled to rely on The Client’s approval as confirmation that the relevant deliverable is accepted.

If The Client fails to provide feedback or approval within a reasonable time, The Agency may pause the project, extend delivery dates, invoice for work completed, or treat the project as approved where The Client has used, published, launched, or benefited from the deliverable.

7. Changes, Revisions and Additional Work

The included revision allowance is limited to reasonable changes that are consistent with the original brief and approved direction.

The following may be treated as additional chargeable work:

  1. changes requested after final approval;

  2. changes requested after publication;

  3. changes that conflict with previously approved designs;

  4. changes caused by incomplete or inaccurate Client information;

  5. changes requested by additional stakeholders after approval;

  6. new page sections;

  7. new page layouts;

  8. new design concepts;

  9. new functionality;

  10. changes to third-party tools;

  11. changes to integrations;

  12. copywriting;

  13. image sourcing;

  14. troubleshooting third-party software;

  15. urgent out-of-hours work;

  16. work caused by plugin, theme, CMS, hosting, server or third-party issues.

The Agency will notify The Client where a requested change is likely to be chargeable.

8. Hosting, Website Security and Technical Responsibility

8.1 Client Hosted Websites

Where The Agency is editing, building on, or accessing a website, CMS, server, hosting account, plugin stack, theme, page builder or other system owned, hosted, licensed, managed or controlled by The Client or a third party appointed by The Client, The Client remains responsible for website security, hosting, server configuration, backups, updates, malware protection, firewall protection, plugin management, theme management, user permissions, access control, software licences, uptime, restoration, disaster recovery and general technical maintenance.

In this situation, The Agency acts only as a user, editor, designer, implementer, or marketing services provider within The Client’s existing website environment.

The Agency is not responsible for the security, stability, performance, availability, configuration, maintenance, backups, updates, vulnerabilities or failures of Client Hosted Websites, except to the extent directly caused by The Agency’s own negligent act or omission.

The Client accepts full responsibility for ensuring that appropriate backups are taken before The Agency begins work on a Client Hosted Website.

The Agency may request that The Client or The Client’s hosting provider creates a backup before work begins. The Client must not assume that The Agency has created or verified backups unless The Agency has confirmed this in writing.

8.2 Agency Hosted Websites

Where The Agency hosts the website or landing page directly, The Agency is responsible for implementing commercially reasonable website security best practices for the hosting environment under The Agency’s direct control.

This may include, where appropriate:

  1. reasonable server-level security configuration;

  2. SSL certificate implementation;

  3. reasonable access control;

  4. reasonable software updates for systems controlled by The Agency;

  5. reasonable backup processes;

  6. reasonable malware protection or monitoring;

  7. reasonable action in response to known security issues.

The Agency’s responsibility for security applies only to systems, hosting environments, credentials, software and configurations under The Agency’s direct control.

The Agency is not responsible for security issues caused by:

  1. The Client’s actions or omissions;

  2. weak, reused, leaked or compromised passwords;

  3. unauthorised access caused by The Client or its users;

  4. third-party systems;

  5. third-party plugins, themes, scripts, software or integrations;

  6. third-party hosting providers outside The Agency’s direct control;

  7. domain registrar issues;

  8. DNS issues outside The Agency’s control;

  9. Client-installed software;

  10. Client-approved changes;

  11. malware or vulnerabilities introduced by third parties;

  12. historic vulnerabilities or compromises predating The Agency’s involvement;

  13. force majeure events;

  14. platform-wide vulnerabilities;

  15. attacks that could not reasonably have been prevented through commercially reasonable measures.

The Client acknowledges that no website, server, CMS, plugin, theme, script, software, or hosting environment can be guaranteed to be completely secure.

8.3 Access and Credentials

The Client must provide secure access using appropriate user permissions. The Client should not share master passwords where a safer user-level access method is available.

The Client remains responsible for removing, rotating or disabling access credentials when The Agency no longer requires access, unless The Agency controls the relevant system.

The Agency may refuse to work on a website where access methods, hosting, software, plugins, themes, or configurations create unreasonable security, legal, technical, reputational, or commercial risk.

9. Website Backups

The Client is responsible for maintaining current and restorable backups of Client Hosted Websites.

Before The Agency performs work on a Client Hosted Website, The Client should ensure that a full website and database backup has been completed.

The Agency is not liable for loss of data, website downtime, restoration costs, or technical issues where no adequate backup exists, unless the loss was caused directly by The Agency’s negligence and could not reasonably have been prevented by The Client maintaining proper backups.

Where The Agency hosts the website, The Agency will use commercially reasonable backup processes, but backups are not a substitute for The Client keeping independent copies of important business information, content, leads, enquiries, media and records.

10. Third-Party Platforms, Plugins and Tools

The Services may rely on third-party platforms, plugins, themes, page builders, analytics tools, CRM systems, form tools, tracking scripts, advertising platforms, hosting providers, DNS providers, font libraries, image libraries, automation tools or other third-party services.

The Agency is not responsible for the acts, omissions, downtime, errors, price changes, policy changes, security issues, data loss, tracking changes, functionality changes, account suspensions, rejected ads, integration failures, API changes, or service withdrawal of any third-party provider.

The Client is responsible for all third-party costs unless agreed otherwise in writing.

The Agency may recommend third-party tools, but The Client is responsible for deciding whether those tools are suitable for The Client’s business.

11. Content, Claims and Compliance

The Client is responsible for ensuring that all website content, advertising claims, offers, pricing, testimonials, guarantees, case studies, reviews, images, videos, legal pages, privacy notices, cookie notices, terms, disclaimers and compliance statements are accurate, lawful, substantiated and suitable for publication.

The Agency may make commercial, marketing, design, conversion or advertising recommendations, but The Agency does not provide legal, regulatory, financial, tax, medical, insurance, professional compliance, or industry-specific legal advice.

The Client is responsible for obtaining specialist advice where required.

The Agency is not liable for claims, complaints, penalties, losses, rejected ads, account restrictions, legal action, regulatory action, or reputational damage arising from content, claims, offers, or materials supplied or approved by The Client.

12. Tracking, Forms and Lead Capture

Where agreed, The Agency may implement or assist with forms, tracking, analytics, pixels, conversion events, CRM integrations, call tracking, or other lead capture tools.

The Client is responsible for testing and monitoring lead capture systems after launch, including form submissions, phone numbers, CRM delivery, email delivery, spam folders, autoresponders, notification settings and data routing.

The Agency will use reasonable care when implementing tracking or forms, but The Agency does not guarantee that tracking, attribution, analytics, CRM delivery, or lead capture will be uninterrupted, error-free, or perfectly accurate.

The Client must notify The Agency promptly if it believes that any form, tracking, CRM, analytics, phone number, or conversion action is not working correctly.

The Agency is not liable for lost leads, lost enquiries, lost sales, poor attribution, or incomplete data where The Client failed to test, monitor, or notify The Agency promptly of an issue.

13. Performance and Results

The Agency will provide the Services using reasonable care and skill.

The Client acknowledges that website performance, conversion rates, advertising results, cost per lead, lead quality, sales volume, revenue, return on ad spend, search rankings, speed scores and other commercial outcomes depend on many factors outside The Agency’s control.

These factors may include offer strength, pricing, brand reputation, market demand, competition, sales follow-up, CRM use, budget, seasonality, website traffic quality, advertising platform behaviour, third-party tools, economic conditions, Client responsiveness and changes made by The Client or third parties.

The Agency does not guarantee any specific performance result, conversion rate, sales result, lead volume, cost per lead, return on investment, revenue level, search engine ranking, or advertising outcome.

14. Fees, VAT and Payment

Fees will be as set out in the relevant proposal, invoice, contract, service agreement, or written confirmation.

Unless stated otherwise, all fees are exclusive of VAT.

Where VAT is chargeable, VAT will be added at the applicable rate.

The Client must pay invoices by the due date stated on the invoice or agreement.

The Agency may pause work, withhold deliverables, delay launch, suspend access, or stop providing Services where invoices are overdue.

The Client is not entitled to withhold payment because of delays, issues, or dependencies caused by The Client, third parties, missing information, late feedback, lack of access, or out-of-scope requests.

15. Late Payment

If The Client fails to pay any invoice by the due date, The Agency may charge interest, recover reasonable debt recovery costs, suspend Services, withhold work, or terminate the agreement.

The Agency’s rights under this clause are in addition to any statutory rights available under applicable law.

16. Timelines and Delays

Any timelines, launch dates or delivery estimates are estimates only unless expressly agreed in writing as fixed deadlines.

The Agency is not responsible for delays caused by:

  1. late Client feedback;

  2. late Client approval;

  3. incomplete information;

  4. missing content;

  5. lack of website access;

  6. third-party delays;

  7. hosting issues;

  8. plugin issues;

  9. technical faults;

  10. change requests;

  11. delayed payment;

  12. additional stakeholders;

  13. scope changes;

  14. force majeure events.

Where The Client causes delay, The Agency may extend timelines, reschedule work, invoice for work completed, or charge additional fees for project restart, rework or remobilisation.

17. Cancellation and Termination

Ad Hoc Services may not be cancelled without charge once work has started.

If The Client cancels Ad Hoc Services after work has started, The Agency may invoice for all work completed, time spent, costs incurred, committed expenses and any non-refundable third-party costs.

For PPC Management Contract Services, cancellation and termination will be governed by the PPC Management Contract. Where the PPC Management Contract ends, any included unlimited landing page service also ends immediately unless agreed otherwise in writing.

On termination, The Agency may suspend Services, remove access to Agency-controlled systems, invoice outstanding fees, and withhold unpublished work until all outstanding invoices are paid.

Termination does not affect any rights, obligations, payment liabilities, confidentiality obligations, intellectual property provisions, liability limitations, or indemnities that are intended to survive termination.

18. Intellectual Property

Unless agreed otherwise in writing, The Client will own the final approved website page or landing page design created specifically for The Client once The Agency has received full payment for the relevant Services.

The Agency retains ownership of:

  1. pre-existing materials;

  2. internal processes;

  3. frameworks;

  4. methods;

  5. know-how;

  6. templates;

  7. reusable design systems;

  8. development snippets;

  9. strategy documents;

  10. tools;

  11. generic layouts;

  12. concepts not selected or paid for;

  13. draft designs;

  14. unused work;

  15. Agency-created systems not unique to The Client.

The Client receives a licence to use Agency materials included in the final paid deliverable only to the extent required for normal use of the deliverable.

The Client must not resell, sublicense, copy, distribute, or commercially exploit The Agency’s underlying templates, frameworks, systems, documents, processes or know-how as standalone assets.

The Client warrants that any content, images, fonts, logos, brand assets, videos, testimonials, reviews, data, files, or materials supplied to The Agency do not infringe third-party rights.

19. Portfolio Use

Unless The Client requests otherwise in writing, The Agency may refer to The Client as a client and may display completed work in The Agency’s portfolio, website, social media, presentations, proposals, case studies, videos, sales materials or marketing materials.

The Agency will not disclose confidential information, sensitive commercial information, private performance data, or non-public advertising results without The Client’s permission.

20. Confidentiality

Each party must keep confidential information received from the other party confidential and must not disclose it to any third party except where required to perform the Services, comply with law, obtain professional advice, or enforce rights under these Terms.

Confidential information does not include information that is publicly available, already known before disclosure, independently developed, or lawfully received from another source.

21. Data Protection

Each party must comply with applicable data protection law.

The Client is responsible for ensuring that its website, landing pages, forms, cookies, tracking, CRM, analytics, privacy notices, consent mechanisms and data processing activities comply with applicable data protection, privacy and electronic communications laws.

Where The Agency processes personal data on behalf of The Client, The Agency will process that data only for the purpose of providing the Services and in accordance with The Client’s lawful instructions, unless required by law.

The Client is responsible for ensuring that it has a lawful basis for collecting, storing and using personal data through its website, landing pages, forms, CRM, analytics and advertising systems.

The Agency is not liable for The Client’s failure to maintain compliant privacy notices, cookie notices, consent mechanisms, CRM processes, data retention policies, email marketing permissions, or other legal compliance requirements.

22. Limitation of Liability

Nothing in these Terms excludes or limits liability for:

  1. death or personal injury caused by negligence;

  2. fraud or fraudulent misrepresentation;

  3. any liability that cannot lawfully be excluded or limited.

Subject to the above, The Agency will not be liable for:

  1. loss of profits;

  2. loss of revenue;

  3. loss of sales;

  4. loss of leads;

  5. loss of enquiries;

  6. loss of business;

  7. loss of opportunity;

  8. loss of goodwill;

  9. loss of reputation;

  10. loss of anticipated savings;

  11. loss of data;

  12. loss arising from website downtime;

  13. loss arising from advertising account suspension;

  14. loss arising from tracking errors;

  15. loss arising from third-party systems;

  16. indirect loss;

  17. consequential loss;

  18. special loss.

Subject to the first paragraph of this section, The Agency’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, is limited to the total fees paid by The Client to The Agency for the specific Services giving rise to the claim during the three months immediately preceding the event giving rise to liability.

Where the claim relates to Ad Hoc Services, The Agency’s total aggregate liability is limited to the amount paid by The Client for the specific Ad Hoc Service giving rise to the claim.

Where the claim relates to Services provided as part of a PPC Management Contract, The Agency’s total aggregate liability is limited to the fees paid for the PPC Management Contract during the three months immediately preceding the event giving rise to liability.

The limitations in this section are intended to be reasonable given the nature of the Services, the fees charged, the risks involved and the availability of insurance.

23. Client Indemnity

The Client agrees to indemnify and hold The Agency harmless against claims, losses, damages, penalties, liabilities, costs and expenses arising from:

  1. materials supplied by The Client;

  2. claims made on The Client’s website or landing pages;

  3. inaccurate, misleading or unlawful content approved by The Client;

  4. breach of third-party intellectual property rights;

  5. breach of data protection law by The Client;

  6. breach of advertising platform policies caused by The Client’s products, services, claims, offers, content or business practices;

  7. The Client’s failure to maintain website security on Client Hosted Websites;

  8. The Client’s failure to maintain backups;

  9. unauthorised access caused by The Client or its users;

  10. The Client’s use of the deliverables after approval;

  11. The Client’s alteration of the deliverables;

  12. third-party claims relating to The Client’s business, products, services, industry, offers, advertising, website, or customers.

24. Warranties

The Agency warrants that it will provide the Services with reasonable care and skill.

Except as expressly stated in these Terms, all warranties, representations, conditions and terms, whether express or implied, are excluded to the fullest extent permitted by law.

The Agency does not warrant that:

  1. the Services will be uninterrupted or error-free;

  2. any website will be free from vulnerabilities;

  3. any landing page will produce a specific conversion rate;

  4. any website will achieve a specific speed score;

  5. any tracking setup will be perfectly accurate;

  6. any advertising campaign will achieve a specific result;

  7. any third-party software will continue to work;

  8. any page will comply with laws or regulations that The Client has not disclosed to The Agency.

25. Client Changes After Delivery

The Agency is not responsible for any issue, fault, loss, performance change, design issue, tracking issue, compliance issue, security issue, website error, plugin conflict, or broken functionality caused by The Client or any third party making changes after The Agency has completed or published the work.

If The Client or a third party edits, duplicates, modifies, migrates, transfers, updates, overwrites, removes or otherwise changes the deliverables, The Agency is not responsible for correcting any resulting issues unless agreed as additional chargeable work.

26. Browser, Device and Compatibility

The Agency will use reasonable efforts to create pages that work on modern commonly used browsers and devices.

The Agency does not guarantee identical appearance across all browsers, devices, operating systems, screen sizes, email clients, accessibility tools, or legacy systems.

Compatibility with specific browsers, devices, platforms or accessibility standards must be agreed in writing before work begins.

27. Accessibility

Unless expressly agreed in writing, the Services do not include a formal accessibility audit or guaranteed compliance with any particular accessibility standard.

The Agency may apply reasonable design and usability best practices, but The Client is responsible for obtaining specialist accessibility advice where legal or regulatory compliance is required.

28. Search Engine Optimisation

Unless expressly agreed in writing, the Services do not include SEO strategy, technical SEO, content SEO, backlink strategy, ongoing SEO work, or any guarantee of search engine rankings.

The Agency is not responsible for changes in search rankings, organic traffic, indexing, crawling, metadata, redirects, schema, speed scores, or search visibility unless SEO work is expressly included in the agreed scope.

29. Subcontractors

The Agency may use employees, contractors, freelancers, consultants, software providers or other third parties to help provide the Services.

The Agency remains responsible for the work it delivers to The Client, subject to these Terms.

30. Non-Solicitation

The Client must not, without The Agency’s prior written consent, directly or indirectly solicit, employ, engage, contract with, or attempt to contract with any employee, contractor, freelancer or supplier of The Agency who was involved in providing the Services.

This restriction applies during the Services and for twelve months after the end of the Services.

If The Client breaches this clause, The Client agrees to pay The Agency a fee equal to 50% of the relevant person’s expected first-year remuneration or fees, as a genuine pre-estimate of The Agency’s loss.

31. Force Majeure

The Agency is not liable for any failure or delay caused by events outside its reasonable control.

This may include internet outages, hosting outages, cyberattacks, platform outages, illness, power failure, strikes, natural disasters, war, terrorism, government action, changes in law, third-party provider failure, advertising platform changes, or other events beyond The Agency’s reasonable control.

32. Notices

Notices under these Terms may be sent by email, unless a signed agreement requires another method.

Notices to The Agency must be sent to the email address normally used by The Client to communicate with The Agency, unless The Agency provides another address in writing.

33. Entire Agreement

These Terms, together with any proposal, invoice, service agreement, PPC Management Contract, statement of work, or written confirmation, form the entire agreement between the parties for the relevant Services.

If there is a conflict between these Terms and a signed service agreement or PPC Management Contract, the signed agreement will take priority to the extent of the conflict.

34. Severability

If any part of these Terms is found to be invalid, unlawful or unenforceable, the remaining parts will continue in full force and effect.

The invalid, unlawful or unenforceable part will be replaced or interpreted in a way that most closely reflects the original commercial intention while remaining lawful and enforceable.

35. No Waiver

If either party delays or fails to enforce any right under these Terms, that does not mean the right has been waived.

A waiver is only effective if confirmed in writing.

36. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms, the Services, or any related agreement between the parties.

37. Acceptance

The Client accepts these Terms by instructing The Agency to begin work, approving a proposal, paying an invoice, signing a contract, approving a design, approving a page, publishing a deliverable, or continuing to use the Services.

These Terms apply from the date The Client first instructs The Agency to provide the Services unless replaced by a signed written agreement.