Tradmill Digital Marketing

Terms and Conditions

Our Privacy Principles

These Terms and Conditions apply to the provision of all Services by us Tradmill Investments Limited, whose registered office address is at Yews Barn, 4 Yews Drive, Worrall, Sheffield, South Yorkshire, S35 0BH (“the Company/we/us/our”).

  1. Definitions and Interpretation: In these Terms and Conditions, the following expressions have the following meanings:
    “Client/you/your” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into the Contract on behalf of a business, that individual confirms they have the authority to enter into the Contract on behalf of that business and the business will be the Client in the context of the Contract;
    “Client Data” means the data provided to us by the Client in order for us to provide our Services;
    “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
    “Quotation” means our written proposal to provide the Services to the Client, which unless otherwise stated, remains open for acceptance for a period of 30 days and sets out our entire scope of works; and
    “Services” means the pay per click (“PPC”) Services to be provided by us as set out in our Quotation.
  • 1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
  • 1.1.1 “writing” and “written” includes emails and similar communications;
  • 1.1.2 a statute is a reference to that statute as amended or re-enacted at the relevant time;
  • 1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
  • 1.1.4 a Schedule is a schedule to these Terms and Conditions;
  • 1.1.5 a clause refers to a clause of these Terms and Conditions; and
  • 1.1.6 a “party” or the “parties” refer to the parties to these Terms and Conditions.
  • 1.2 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
  • 1.3 Words imparting the singular number include the plural and vice versa. References to any gender include all other genders. References to persons include corporations.
  1. The Contract
  • 2.1 We will provide you with a written Quotation for our Services. The acceptance of our Quotation, electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us, and includes the acceptance of these Terms and Conditions, which will apply between us.
  • 2.2 The Contract will be for an initial minimum term of 6 months. Thereafter, it will continue on a rolling monthly basis until it is terminated in accordance with clause 9.
  • 2.3 You are responsible for the accuracy of any information you submit to us and for ensuring that our Quotation reflects your requirements. Our Quotation is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
  • 2.4 No terms or conditions issued or referred to by you in any form will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
  1. Our Services
  • 3.1 With effect from the agreed start date, and subject to payment of any set-up fee where required, as set out in clause 6.1, we will provide the Services to you in accordance with our accepted Quotation.
  • 3.2 Our Services will be carried out during our normal working hours (Monday to Friday, 9am – 5.30pm excluding bank holidays), unless we specifically agree otherwise.
  • 3.3 We will endeavour to carry out small amendments you may request within 72 hours, subject to clause 3.2 above. More significant changes will require additional time but we will keep you informed of progress. Please note, however, that any timescales we provide are a guideline only and are not of the essence of the Contract.
  • 3.4 We will provide our Services with all reasonable care and skill, in accordance with industry best practice, and we make every effort to ensure the Services we provide meet your objectives. However, the nature of the industry means that we cannot guarantee any rate of return or guarantee any improvement in ranking, website traffic, sales or advertising performance. There are many variables which may impact on a campaign’s performance and the cost per click including, but not limited to, your website’s design and usability, activities by competitors, seasonality and other factors outside of our control.
  • 3.5 Please also note that we have no control over algorithm, policy or other changes by search engines. We do take steps to try to ensure that the risk of a penalty is minimised but it is essential that you keep us informed of any link building or digital advertising that you carry out independently, as these may impact on our Services and carry the risk of penalties if, for example, the link is from a site known for using spam techniques or accepting payments for links.
  • 3.6 We will only travel to meetings if we specifically agree this and if you agree to pay for our reasonable travelling time and travel expenses. All other communications will be electronic or over the telephone.
  1. Third Party Tools
  • 4.1 If we have included for third-party tools within our Quotation, then these will be chargeable. Third-party tools include, but are not limited to, call tracking, reporting and ad-management tools. Use of all such tools will be itemised and agreed with you in advance.
  • 4.2 We require a deposit equivalent to one month’s fee to cover the cost of all third-party tools, and all other invoices will be payable in advance as set out in clause 6.
  • 4.3 All third-party software systems are subject to separate terms and conditions, which you will be required to accept and adhere to. We cannot be held responsible for any actions or inactions of such third parties.
  1. Third Party Tools
  • 5.1 In order to gain the maximum benefit from our Services, we need your input in various areas. It is therefore your responsibility to:
  • 5.1.1 fully complete and promptly return our on-boarding questionnaire before we start work, to allow us to understand your needs;
  • 5.1.2 ensure that any information you provide to us is complete and accurate;
  • 5.1.3 provide us with such documents, information and materials as we may reasonably need in order to supply the Services;
  • 5.1.4 provide us with administrator rights to your relevant accounts as necessary for us to supply the Services;
  • 5.1.5 promptly check and approve all advertisements and other materials we may send to you before they go live, and to notify us if such advertisements or materials are false, misleading or contrary to any applicable law;
  • 5.1.6 ensure that where you are setting up conversion tracking, this is accurate and you maintain it as required;
  • 5.1.7 ensure that where we are setting up conversion tracking (subject to an additional fee as agreed between you and us), you install Google Tag Manager on your website to enable us to set this up;
  • 5.1.8 ensure you respond to all enquiries, leads and sales effectively in order to maximise performance. It is your responsibility to close the sale; we only provide targeted traffic;
  • 5.1.9 where Google Shopping campaigns are being run, to provide the Google Shopping feed and to ensure the data in the feed is accurate and maintained;
  • 5.1.10 obtain and maintain all necessary licenses, permissions and consents which may be required before our Services are due to start;
  • 5.1.11 host your own landing pages on your website, unless otherwise agreed;
  • 5.1.12 ensure your website and landing pages are maintained and secure;
  • 5.1.13 ensure you have sufficient host resources to deal with increased traffic;
  • 5.1.14 keep us informed about changes to your website including, but not limited to, URL changes, platform changes, design changes and content changes.
  • 5.2 In many cases, we cannot provide our Services at all without your responsibilities being met as set out in clause 5.1. However, we will continue to charge our agreed fees and we also reserve the right to charge for any costs we may incur as a result of your failure or delay in meeting your obligations.
  1. Payment
  • 6.1 We reserve the right to charge a set-up fee and if applicable, we will specify this in the Quotation. Any set-up fee must be paid before our Services can commence.
  • 6.2 You will be required to pay us the monthly retained fee as stated in the Quotation. This fee is quoted based on the information provided to us at the time. If additional work is required, we reserve the right to adjust our fee accordingly.
  • 6.3 It is your responsibility to pay for any advertising spend in addition to our retained fees, which is payable directly to Google, Microsoft or the other relevant advertising platform. We will agree a maximum monthly budget for this, which will be outlined in the Quotation. It is your responsibility to ensure you have sufficient funds to pay for the advertising spend incurred within your account.
  • 6.4 All invoices are payable in pounds sterling within 7 days from the date of invoice, without set-off, withholding or deduction. All fees quoted are inclusive of VAT, where applicable.
  • 6.5 Time for payment is of the essence of the Contract. If you fail to make any payment to us in full by the due date then, without prejudice to any other rights which we may have, we will have the right to suspend our performance of the Services and charge you interest from the due date until payment is made in full, both before and after judgment, at the rate of 8% per annum above the Bank of England base rate from time to time in force, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge the cost of legal expenses and other costs incurred in attempting to recover any outstanding debt.
  • 6.6 We reserve the right to review our fees periodically and will provide you with a minimum of 90 days’ notice of any change in the fees before such change will take effect.
  1. Intellectual Property
  • 7.1 Any existing PPC accounts of yours will remain your property and we will link these to our client centre. However, any new campaigns we carry out, or if we restructure the account in any way, this will remain our property until the Contract ends and we have received all payments owed to us in full.
  • 7.2 Any new PPC accounts will be set up in our client centre and will remain our property until the Contract ends and we have received all payments owed to us in full, at which time ownership can be transferred to you.
  • 7.3 All intellectual property rights in Client Data will remain with you at all times.
  • 7.4 All intellectual property rights in materials, documents, keywords, account login details and all other items created by us or on our behalf will remain with us at all times. Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive license to use our intellectual property the subject of the Contract, only for the purposes for which we are engaged by you. You may not sub-licence the intellectual property rights without our prior written permission. Any licence granted will be automatically revoked if you breach any of these Terms and Conditions or if the Contract is cancelled or terminated in accordance with clause 9.
  • 7.5 You warrant that any material, logo, information, document or instruction given to us will not cause us to infringe any advertising codes of conduct or any intellectual property or other legal rights, including any letter patent, registered design or trade mark, in the execution of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for any such infringement, which results from our use of any information supplied by you.
  • 7.6 We reserve the right to use your company name and logo in our own marketing material, including on our website. Please notify us in advance if you do not agree to this.
  1. Cancelation: Once the Contract is formed, it cannot be cancelled except with our written agreement. We reserve the right to charge you for any costs incurred by us up to the date of cancellation and in addition, we may charge you reasonable cancellation charges including, but not limited to, administration costs and loss of profit. All such fees will be due for payment immediately and no refunds will be issued for payments made in advance.
  2. Termination
  • 9.1 As detailed in clause 2.2 above, the Contract will continue for an initial minimum term of 3 months and thereafter, it will be automatically renewed, with the exception of the price, on the same Terms and Conditions as set out in this Contract on a rolling monthly basis, unless 30 days’ written notice to terminate is given by either party in accordance with this clause 9. Such notice will be effective only at the end of the 30 day period and until then, we will continue to provide our Services, and you must continue to pay us, in accordance with these Terms and Conditions.
  • 9.2 Either party may terminate the Contract without liability by giving written notice to the other, if the other party:
  • 9.2.1 commits any material breach of any of the provisions of the Contract and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice of the breach and requiring it to be remedied;
  • 9.2.2 goes into bankruptcy, liquidation or administration either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation), if a receiver is appointed in respect of the whole or any part of its assets, or if the other party ceases, or threatens to cease, to carry on business.
  • 9.3 For the purposes of clause 9.2.1, a breach will be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
  • 9.4 Upon termination of the Contract for any reason, any sum owed to us will become immediately due and payable.
  • 9.5 Any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of the Contract will survive termination on a pro-rata basis.
  • 9.6 The rights to terminate the Contract given by this clause 9 will not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
  1. Data
  • 10.1 All personal information that we may process will be collected, used and held in accordance with the provisions of the General Data Protection Regulation 2016 (“GDPR”) and the Data Protection Act 2018 and any amendments to them. For further information, please refer to the privacy policy available on our website.
  • 10.2 You agree that you will also comply with current data protection legislation in force from time to time. In particular, in relation to Client Data, you warrant that you have obtained the appropriate consents from every individual whose personal data you may make available to us, as a third party. You also warrant that such data has been collected, controlled and processed in accordance with all data protection legislation in force in the appropriate country.
  • 10.3 In respect of Client Data, you acknowledge that you will be the Data Controller and we will be the Data Processor, as defined in the GDPR. We will use the Client Data only in accordance with your instructions and to perform our obligations to you under the Contract.
  • 10.4 You own all rights, title and interest in and to all of the Client Data and are solely responsible for its legality, reliability, integrity, accuracy and quality. You agree to indemnify us in full against any claim that our use of the Client Data is in breach of any legislation in force from time to time.
  • 10.5 All data management on your website is your responsibility. This includes, but is not limited to, having the appropriate cookie consents, SSL certificate and other legal requirements.
  1. Liability
  • 11.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
  • 11.2 Except as provided in clause 11.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded to the maximum extent permitted by law.
  • 11.3 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you under the Contract in the 6 months preceding the date on which the alleged claim arose.
  • 11.4 We will not be liable for any cost arising from fraudulent use of any online client accounts for internet marketing. You will be liable for any costs relating to any use of these services either from or within your premises, via any internet protocol address used by you or via external means.
  • 11.5 We will provide professional advice and recommendations in relation to the Services but we cannot accept responsibility for any actions you may take as a result of such advice or recommendations. Further, we will not be liable for any consequences should any professional advice not be taken.
  1. Confidentiality: The parties agree that they will not use any confidential information provided by the other, other than to perform their obligations under the Contract. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing.
  2. Force Majeure: Neither party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond that party’s reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, service attacks, hacking, spamming, viruses or other hostile computer programs, network, software, facilities or other equipment failures, errors or incompatibilities, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
  3. Notices: Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
  4. Other Important Terms
  • 15.1 We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (if for example, if we sell our business). If this occurs we will inform you in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
  • 15.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
  • 15.3 Each party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract. The Contract constitutes the entire agreement between you and us with respect to its subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, relating to that subject matter.
  • 15.4 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
  • 15.5 In the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
  • 15.6 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
  1. Law and Jurisdiction
  • 16.1 These Terms and Conditions, the Contract and all matters arising from them or associated with them shall be governed by and construed in accordance with the laws of England and Wales.
  • 16.2 Any dispute, controversy, proceedings or claim between the parties relating to these Terms and Conditions and the Contract (including any non-contractual matters and obligations arising from them or associated with them) shall fall within the jurisdiction of the courts of England and Wales.

Schedule 1 – White Labelling

1. If we are white-labelling our Services to another agency (“the Partner”), the provisions of this Schedule 1 will apply in addition to the Terms and Conditions above.

2. It is your responsibility to ensure our Terms and Conditions are shared, understood and accepted by your client.

3. You must allow us to communicate with your client directly, through your own email system or by telephone.

Account ownership

  • We will provide Google Ads services under the brand of the Partner business.
  • We will set up client accounts within the MCC of the Partner business. The Partner MCC will be linked to our MCC, with our MCC at the top of the account hierarchy.
  • The Partner business agrees not to take over the management of Google Ads accounts set up by us (including arranging for accounts to be viewed, audited or managed by another PPC agency), without our prior agreement.

Client ownership

  • The client belongs to The Partner business
  • We will not approach the client directly regarding Google Ads or any other marketing services.
  • Direct referrals from the client belong to The Partner business.

Confidentiality

  • The Partner business will ensure that all information relating to us and our Google Ads services is confidentially held, including our processes and methodology for managing AdWords accounts.
  • The Partner business agrees not to give access to the Partner business’ Google Ads MCC to PPC Agencies other than us whilst this Contract is in force.

Liability

  • Both we and the Partner business hold appropriate Professional Indemnity insurance to cover the risk of a claim against either party.

Invoicing

  • We will invoice the Partner business for Google Ads services supplied. Fees will be agreed upfront before the client is told work will be carried out, and before any work begins.
  • The Partner business will invoice the client for Google Ads services. Our fees remain payable, regardless of whether the client pays the Partner business.
  • Set up fees will be payable to us in advance of work starting
  • Monthly management fees will be payable to us monthly in advance on a mutually agreed date, usually the date at which the client Google Ads account was put live
  • The cost of clicks (media spend) will be paid directly to Google by the client.