General Terms

These General Terms are used by Add People Limited (CRN: 04530060) and other members of the Thrive Media Group. 

When any provision of the Agreement refers to Add People Limited (or uses terms such as we, us or our) this refers to the group company responsible for the provision of the Services, as identified in the Contract or the Service Schedule.

References to the Client (and terms such as you or your) refer to the company (or other legal entity) identified as such in the Contract.

These General Terms, and any relevant Service Schedule, shall apply to and be incorporated into each Agreement.  When we refer to the Terms, we are referring to the terms of the Agreement as a whole.  

The Agreement will come into effect when we issue written acknowledgment of your signed Contract, or, if sooner, when we commence provision of the Services.

Unless terminated earlier in accordance with the Terms, the Agreement will continue in effect until the completion of those Services or, where applicable, for the minimum contract length stated in the Contract (the Minimum Contract Term), and will continue thereafter until either you or we terminate the Agreement on the period of notice specified in the Contract.

We reserve the right, at our sole discretion, to modify or replace the Terms at any time. If the alterations constitute a substantial change to the Terms, we will notify you in writing (including by email or through our website) at least 14 days prior to the change. We will determine what constitutes a substantial change at our sole discretion. 

You shall be responsible for reviewing and becoming familiar with any such modifications.  The change will take effect at the end of the notice period, provided that, if a change requires you to incur additional expense, or is materially detrimental to the Services you receive, you may choose to terminate the Agreement in respect of the affected Services immediately prior to the date on which the change would otherwise come into effect.  In order to do so, you must notify us in writing of your intention to terminate before that date.

In addition, our Services may be interrupted from time to time as a result of equipment malfunction, as well as updates, maintenance and repairs of our systems that are outside the control of Add People Ltd.  Add People reserves the right to suspend or discontinue the availability of any Service at any time and without prior notice.

Save as set out above, any variation of the Agreement shall be in writing signed by or on behalf of the Client and Add People Ltd.

We will provide the Services in accordance with the Terms, and will use reasonable endeavours to deliver them by any agreed dates, although any such timescales are estimates only. Accordingly, time for performance shall not be of the essence of this Agreement.  

In particular, we shall not be responsible for delays caused by your failure to provide any information we require in connection with the performance of the Services (including any account information, administration access or log-in details), or to fulfil any other Client responsibility, or for delays caused by any third party outside our reasonable control.

The Service Schedules and the Contract set out Client responsibilities for the respective Services.

Our Services may include coordinating your arrangements with third parties (such as advertising platforms) in respect of the provision of services provided by those third parties to you (Third Party Services).  You acknowledge that the Third Party Services are provided by independent entities which we do not control, and that we are not responsible to you for the Third Party Services, notwithstanding that our Services may involve coordinating your arrangements with the relevant third parties, and that we may manage a budget in respect of spend on Third Party Services.

We may coordinate arrangements with third parties on your behalf – we are not responsible for any such Third Party Services.

As part of our service, we are responsible for taking reasonable endeavours to provide the agreed Services in accordance with the signed Contract and to deliver them by any agreed dates. Although, the Client accepts that such timescales are estimates only. Accordingly, Add People Ltd shall not be liable for any delays in the provision of the Services.

In exchange for the Services, you agree to pay the charges agreed in the signed Contract (the Charges) on or before the specified payment dates, and to make these payments without set-off or withholding. In addition to the Charges, the Client agrees to pay Value Added Tax (VAT) and/or any other applicable sales taxes at their respective rates. Unless and to the extent otherwise agreed, the Client shall pay each invoice submitted to it by Add People in full, and in cleared funds by Direct Debit (Autopay for US clients). In the event that the Client’s business is acquired or receives new ownership, the Charges must still be paid by the Client.

Once you have engaged our Services and made the initial payment, we do not provide refunds for any reason, including but not limited to dissatisfaction with the results or changes in business circumstances.

Without prejudice to any other right or remedy that we may have, if the Client fails to pay the Charges on the due date, we may suspend all Services until payment has been made in full. We also reserve the right to charge interest on late payment at a rate of 4% above the base rate of the Bank of England from time to time.

The Charges are separate from any amounts payable to third parties (such as advertising platforms) in respect of Third Party Services, and you acknowledge that our Charges must be paid in accordance with the Contract regardless of any changes in the level of advertising spend which you decide to allocate to Third Party Services from time to time.

During the term of the Agreement, Add People Ltd may apply an adjustment, on not more than one occasion in any 12 month period, to the rates applicable to Charges calculated on a time and materials basis, and the value of any recurring Charges stated in the Contract, with the effect that such rates and Charges increase by an amount not exceeding (i) the percentage increase in the Consumer Prices Index in the period since the rates and Charges were originally set or were previously adjusted, or, if greater (ii) 3%. Add People shall give the Customer not less than one month’s prior notice in writing of proposed changes.

All payments payable to us under the Agreement shall be due immediately upon termination of the Agreement, regardless of any other provision of the Terms.  In addition, unless you have cancelled or terminated the Agreement validly in accordance with your rights under the Terms, any payments scheduled to become payable during the remainder of the Minimum Contract Term shall also become payable immediately upon termination of the Agreement. This term is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.

If we do not receive the agreed payments, this will affect the delivery of our Services and we may also charge interest on late payments.

The agreed Charges are separate from the amounts that you pay to the third parties, including advertising platforms, and must be paid as per the Contract, regardless of the advertising spend amounts.

Add People Ltd may apply an adjustment, on not more than one occasion in any 12 month period, to the rates applicable to Charges calculated on a time and materials basis, and the value of any recurring Charges stated in the Contract.

In exchange for the Services provided by Add People, the Client shall pay Add People Ltd. the exact Charges agreed in the signed Contract on or before the specified payment dates, and these charges should be made without set-off or withholding. In addition to the Charges, the Client shall pay Add People Ltd., Value Added Tax (VAT) and/or any other applicable sales taxes at their respective rates. Unless and to the extent otherwise agreed, the Client shall pay each invoice submitted to it by Add People Ltd. in full, and in cleared funds by Direct Debit (Autopay for US clients). In the event that the Client’s business is acquired or receives new ownership, the Charges must still be paid by the Client.

These charges stand independently from agreements you make with any third parties, such as advertising platforms. Therefore, the charges must be paid regardless of the advertising spend being paid to those platforms.

Without prejudice to any other right or remedy that Add People may have, if the Client fails to pay Add People Ltd. on the due date, we may suspend all Services until payment has been made in full. Add People also reserve the right to charge interest on late payment at a rate of 4% above the base rate.

All payments payable to Add People Ltd. under the Contract shall be due immediately upon termination of the Contract, despite any other provision. This term is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

Direct Debit Guarantee: visit Direct Debit for information on your Direct Debit rights (Autopay for US clients)

The agreed costs are separate to the amounts that you pay to the third parties, including advertising platforms and must be paid as per the contract, regardless of the advertising spend amounts.

Also, if you cancel your Contract early, you will be required to pay out your remaining payments in full.

With effect at any time after the Minimum Contract Term, either you or we may terminate the Agreement by giving the period of notice specified in the contract.

If you want to withdraw from an Agreement before the end of the Minimum Contract Term, or without providing the minimum required period of notice specified in the Contract, then any such early withdrawal can only take place by agreement between you and us.  Without prejudice to your express rights in respect of termination set out below, you may submit a request in writing for early cancellation of the Agreement.  We are under no obligation to accept such a request and, where we do, such acceptance shall be conditional upon your payment of all amounts that would otherwise have fallen due during the remainder of the Minimum Contract Term (or minimum notice period), less such discount for accelerated receipt of payment as we consider reasonable, together with all sums due under the Agreement as at the time of cancellation and all amounts due to us in respect of committed third party costs.

Notwithstanding any other rights and remedies you or we may have, either you or we may terminate the Agreement in the following circumstances:

• the other party commits a material breach of the Agreement and such failure, if capable of remedy, is not remedied within one complete billing month of receiving written notice of such failure;

• the other party makes any voluntary arrangement with its creditors; or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or, being an individual or firm, has a bankruptcy order made against it; or, being a company, is unable to pay its debts as they fall due, ceases to trade or threatens to cease to trade, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other party under this Agreement).

• In addition, we reserve the right to terminate the Agreement in the event of a change of control of the client.

The termination of the Agreement shall be without prejudice to any rights which have already accrued to either your or us under the Agreement.

Should any dispute or difference arise between you and us in relation to the Agreement, we will aim to resolve the matter internally as part of our complaints procedure. 

If no resolution is reached through our complaints procedure, we may refer the matter to a single arbitrator (to be agreed upon by the parties or, failing such Agreement, to be appointed by the then President of the Law Society), such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales. The parties hereby agree that the decision of the arbitrator shall be final and binding on both parties.

We may elect to escalate disputes that cannot be resolved internally to arbitration.

The term Intellectual Property Rights refers to all copyright, design rights (registered and unregistered), patents, trademarks, service marks, database rights, together with any and all other intellectual property rights of any nature, whether registered or unregistered and arising in any jurisdiction.

All information or materials which you supply to us in connection with the Agreement, together with all associated Intellectual Property Rights, will remain your property. 

You hereby grant to us a free licence to use all such information and materials for all purposes connected with the provision of the Services, and warrant that you have the right to disclose such information and materials. You also agree to defend, indemnify and hold us harmless from any and all demands, liabilities, losses, costs and claims (including legal fees) that may arise from or in connection with any allegation of infringement of Intellectual Property Rights of a third party arising due to our possession or use of such information or materials.

We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, our content and in any other products or materials created by or for us in connection with the Services). 

You agree that we may collect information about your use of the Services and your customers’ interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.

However, by signing the Contract, you are allowing us full use of this data and content in relation to our Services.

Except as expressly provided in these Terms, we shall not be liable, to the maximum extent that such exclusion is permitted by applicable law, to you or to any third party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the provision of the Services and/or these Terms, for:

• any amount in excess of 100% of the total amount paid or payable in Charges for the Services in respect of the contract year (being a period of 12 months commencing on the date on which the Agreement came into effect, or on an anniversary of such date) during which such liability arises;

• any loss of revenue, loss of actual or anticipated profits (including loss of profits on contracts), loss of anticipated savings or profits, loss of business, loss of opportunity, loss of reputation, loss of (or damage to) data, loss of goodwill, loss of (or damage to) software, wasted expenditure, or any loss of use of facilities; or
• any special, indirect or consequential loss or damage howsoever arising.

Here, “anticipated savings” means any expense which either party expects to avoid incurring, or to incur in a lesser amount than would otherwise have been the case, by reason of the use of the Services and facilities provided by us under the Agreement.

Nothing in these Terms limits any liability which cannot be legally limited, including (but not limited to) death or personal injury caused by negligence, fraud or fraudulent misrepresentation and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

The provisions set out in Part 2 (Data Protection Appendix) shall apply in respect of the processing of any personal data processed in connection with the Agreement.

Force Majeure: Neither you nor we shall be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is beyond the reasonable control of the affected party, materially affects the performance of any of its obligations under this Agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

Assignment: you may not assign the Agreement to any other person without our express prior written consent. A purported assignment made without such required consent will have no effect. 

Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

Waiver: No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Entire Agreement: The Agreement constitutes the entire agreement between you and us with respect to its subject matter, and supersedes all prior discussions, agreement or understanding between you and us.

Third Party Rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

Confidentiality: Each party agrees to treat the following information as confidential and not to divulge, use or exploit the same except as expressly permitted under this Agreement: (a) the existence and Terms of this Agreement and (b) all information received from the other party under or in connection with this Agreement. The foregoing restrictions shall not apply to the extent the information: (a) ceases to be confidential and enters into the public domain other than due to a breach of this Agreement by the receiving party; (b) is acquired by the receiving party from a third party free of any obligation of confidence, or (c) is required by law to be disclosed. 

Governing Law: The Agreement is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

The personal data will be processed for as long as is required to provide the Services and for us to comply with our obligations under the Terms. 

Certain personal data may also be retained for a reasonable period to offer related services in the future (where you have requested this, or where we have legal grounds to offer such services).