The following outlines the General Terms for Add People’s Services. There are also service specific Terms for our main Services that are supplementary to and subject to these Terms. Before agreeing to any Services, you are required to read, understand, and agree to these General Terms and the relevant service Terms. Note: The column on the right provides short explanations of the adjacent Terms but are not legally binding.
|General Terms||Put simply…|
|Description Of Service
Add Media Group, Ltd. (Add People or “We”) provides a range of online marketing Services to businesses (“Clients” or “You”), including, though not limited to, Pay Per Click advertising (PPC), Facebook advertising, Search Engine Optimisation (SEO) and Website Development. Additional Services may be offered by us from time to time. The following are the General Terms of Service (“Terms”) for using our Services.
|We provide online marketing Services and these Terms apply to all of them.|
Here are the definitions of the terminology used throughout these Terms:
|These are useful definitions to the wording seen in our Terms.|
|Acceptance of Terms
These Terms shall apply to and be incorporated in the Contract. Any variation of the Contract shall be in writing and signed by or on behalf of the Client and Add People.
The Terms will apply on the date of the written acknowledgement provided by Add People and the Services will commence within the agreed time thereafter. The Terms will continue to apply until the completion of those Services and for the minimum contract length, unless terminated earlier in accordance with these Terms
|These Terms apply as soon as we acknowledge receipt of the signed Contract and our Services will begin within an agreed time afterwards.|
|Modifications of Terms
Add People reserves the right, at its 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 via email) 14 days prior to the changes. What constitutes a substantial change will be determined at Add People’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications.
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. Add People reserves the right to suspend or discontinue the availability of any Service at any time and without prior notice.
|If our Terms change, we will notify you. Also, in the unlikely event that things go wrong, our Services may be interrupted.|
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 shall not be liable for any delays in the provision of the Services.
|We are responsible for providing the agreed Services in the Contract and aim to achieve them in the estimated timescales provided.|
In addition to paying the Charges, you must ensure one point of contact is available during business hours, providing any information or content upon request so we can carry out our Services effectively You are also fully responsible for any technical changes that you or a third party make to your website and any related platforms, including the incorrect installation of tracking code.
We are not responsible for any issues or damages as a result of failures to meet any of the Client responsibilities.
|For us to carry out our Services properly, you need to have a point of contact available and provide us with all necessary information. Any technical changes that you make are entirely your responsibility.|
|Charges and Payment
In exchange for the Services provided by Add People, the Client shall pay Add Media (Group) 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 Media (Group) 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 Media (Group) Ltd. in full, and in cleared funds by Direct Debit. 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 Media (Group) 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 Media (Group) 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.
|You must pay the agreed monthly costs via Direct Debit unless agreed otherwise. 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 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.
Either the Client or Add People may terminate this Agreement by giving notice of 1 complete billing month unless the agreed Contract states otherwise. This is subject to the completion of the minimum term as set out in the Contract.
Without prejudice to the agreed Contract, the generality of this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
In addition, Add People reserve the right to terminate the contract in the event of a change of control of the client.
The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
Should any dispute or difference arise between Add People and the Client in relation to this Agreement, we will aim to resolve the matter internally as part of our complaints procedure. If no resolution Agreement is reached, the matter may be referred 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 not be final and binding on both Parties and Add People reserve the right to issue court proceedings in such cases where a dispute is not resolved through arbitration.
|To cancel, you must be outside of your minimum Contract term and provide a notice period of 1 complete billing month. If there is a dispute, we will aim to resolve this through our internal complaints procedure.|
All information or materials supplied to Add Media (Group) Ltd. by the Client in connection with the Contract, together with all associated Intellectual Property Rights, will remain the property of the Client. The Client hereby grants Add People a free licence to use all such information and materials for all purposes connected with the provision of the Services. The Client warrants that it has the right to disclose such information and materials and grants Add People this licence. The Client also agrees to defend, indemnify and hold Add People harmless from any and all demands, liabilities, losses, costs and claims. This includes legal fees incurred by (or asserted against) Add People and its third party suppliers, that may arise from or in connection with any allegation of infringement of Intellectual Property Rights of a third party arising due to Add People’s 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.
|Data and content supplied to us belong to you, the Client. However, by signing the Contract, you are allowing us full use of this data and content in relation to our Services.
We have the legal right to use Intellectual Property, such as content and software, that we produce as part of our Services.
Except as expressly provided in this Agreement, Add People shall not be liable, to the maximum extent permitted by applicable law, to the Client or 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:
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 Add People under this 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.
|We cannot be held accountable for any losses outside the agreed costs. This includes costs such as media spend and third party licenses.|
The provisions set out in the Schedule shall apply as if set out in full in these Terms.
|Please review the Schedule which contains the data protection provisions.|
||These are standard provisions that clarify legal elements or our agreement, such as Third Party Rights and Data Protection.|
We hold specific Terms for our main Services that outline the requirements and responsibilities of those Services. The Service-specific Terms are agreed to alongside these General Terms.
|Make sure you read and understand the specific Terms relating to the relevant Services listed here.|
Data Protection Provisions
1. Client data and auditing
- 1 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
- 2 Both parties shall, in the course of performing their obligations under these Terms and otherwise in connection with the supply of the Services, comply with their respective obligations under the Data Protection
- 3 If Add People processes any personal data on the Client’s behalf when performing the Services, Add People and the Client record their intention that Client shall be the data controller and Add People shall be a data processor (where data controller/controller and data processor/processor have the meanings as defined in the Data Protection Legislation).
- 4 A general description of the scope, nature and purpose of Processing by Add People, the duration of the Processing and the types of Personal Data is set out in Part 2 of this Schedule.
- 5 Without prejudice to the generality of paragraph 2 of this Schedule, the Client shall ensure that it has all necessary appropriate consents and notices in place to:
- (a) enable lawful transfer of the Client Personal Data to Add People;
- (b) Process the Client Personal Data; and
- (c)permit Add People to Process the Client Personal Data in accordance with and for the purposes of the provision of the Services and performance of its obligations under these Terms.
- 6 Add People shall, in relation to the Client Personal Data Processed in connection with the provision of the Services and the performance of its obligations under these Terms:
- 1.6.1 only process the Personal Data for the purpose set out in Part 2 of this Schedule and not for any other purpose unless Add People is acting on the written instructions of the Client or is otherwise required to do so by the laws of any member of the European Union or by the laws of the European Union applicable to Add People (Applicable Law). Where Add People is relying on Applicable Law as the basis for Processing Client Personal Data, Add People shall promptly notify the Client of this before performing the processing required by the Applicable Law unless prohibited by such Applicable Law;
- 1.6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Client Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Client Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- 1.6.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Client Personal Data confidential; and
- 1.6.4 not transfer any Client Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
- (a) the Client or Add People has provided appropriate safeguards in relation to the transfer;
- (b) the data subject has enforceable rights and effective legal remedies;
- (c) Add People complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- (d) Add People complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
- 1.6.5 assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- 1.6.6 notify the Client without undue delay on becoming aware of a Personal Data breach;
- 1.6.7 at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of these Terms and the provision of the Services unless required by Applicable Law to store the Client Personal Data; and
- 1.6.8 maintain complete and accurate records and information to demonstrate its compliance with this paragraph 1.
- 7 The Client acknowledges that for the provision of certain Services, Add People may be required to appoint a sub-processor, including where:
- 1.7.1 the Client requires Add People to share Client Personal Data with third party companies for the purpose of such third-party companies hosting its advertisements or utilising the Client Personal Data for other marketing purposes; and
- 1.7.2 where Add People uses a third-party hosting and data storage provider (for example, if the Client has appointed Add People to provide website hosting solutions).
- The Client agrees and consents to Add People appointing such sub-processors as are necessary for the provision of the Services. Add People confirms that it has entered or (as the case may be) will enter into a written agreement with such third-party processors which incorporates terms that are substantially similar to those set out in this Schedule. As between the Client and Add People, Add People shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this paragraph 1.7.
- 8 Without prejudice to the generality of the “Modification of Terms” section of the Terms, Add People may revise this Schedule by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).
Details of Processing undertaking by Add People
|Subject matter and duration of the Processing
|The provision of the Services by Add People which include Add People using Client Personal Data for the purpose of providing marketing solutions and website development services.
The Client Personal Data will be Processed for as long as is required to provide the Services and for Add People to comply with its obligations under the Terms. Certain Client Personal Data may also be retained for a reasonable period to offer certain related services in the future (where the Client has requested this, or where Add People has legal grounds to offer such services).
|Nature and purpose of the Processing
|Processing of Client Personal Data in order to provide Services to the Client as described above and operation of Add People’s business.|
|Type of Client Personal Data
|The Client Personal Data may include personal identification data (including names, addresses, dates of birth, places of birth, billing and bank account details and other personal identifiers) and such other Personal Data as may be supplied by the Client (as part of the provision of its Services to the Client).
|Categories of Data Subjects||Individuals within the Client’s business (including employees, officers, workers and contractors).|