Terms & Conditions - General Terms

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.

Here are the definitions of the terminology used throughout these Terms:

• Agreement: All the elements of our legal contract: offer, acceptance, and consideration (payment or performance), based on our General and service specific terms.
• Charges: The amount to be paid by the Client, in Great British Pounds Sterling (or other agreed currency), to Add Media (Group) Ltd. as set out in the Contract.
• Contract: The Client’s Contract and Add Media (Group) Ltd.’s acceptance of it.
• Client: The person, firm or Company who purchases Services from Add Media (Group) Ltd.
• Client Data: the data provided by the Client for the purpose of the provision of the Services by Add People.
• Client Personal Data: the Personal Data set out in Part 2 of the Schedule, which is comprised in the Client Data.
• Company: Add Media (Group) Ltd. (or “Add People” or “We”).
• Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
• Intellectual Property Rights: 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.
• Personal Data: is defined in the Data Protection Legislation.
• Processing: is defined in the Data Protection Legislation and the term Process(es) and Processed shall be construed accordingly.
• Services: The work to be carried out by Add Media (Group) Ltd. under the Contract.

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

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.

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.

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.

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.

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:

• there is a material breach of the Terms and obligations of this Agreement from either party and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other party;
• 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
• the other party, 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, 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.

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.

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:

• any amount in excess of 125% of the total amount paid by the Client to Add People in charges for the Services during the Agreement;
• any loss of revenue, loss of actual or anticipated profits (including for 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 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.

The provisions set out in the Schedule shall apply as if set out in full in these Terms.

• Force Majeure: Add People shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a 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: the Client may not assign this Agreement to any other person without the express prior written consent of the other party or its successor in interest, as applicable, except as expressly provided otherwise in this Agreement. A putative assignment made without such required consent will have no effect. Nor may the Client assign any right or interest arising out of this Agreement, in whole or in part, without such consent.
• Governing Law: The Contract 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.
• Severance: If any provision or part-provision of this 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 this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
• Waiver: No failure or delay by a party to exercise any right or remedy provided under this 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 Contract constitutes the entire Agreement between you and us with respect to the subject matter hereof, 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.
• Data Protection: You agree that your use of data will be in full compliance of all applicable laws and regulations, including without limitation the Data Protection Act 1998.
• 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.

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.

• PPC Service Terms
• Facebook Ads Service Terms
• New Websites & Hosting Service Terms
• Digital Marketing Service (DMS) Terms
• Privacy Notice

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).