1. Standard Terms of Business
The terms and conditions contained in this document are legally binding and the terms upon which all services and materials shall be provided by the Supplier (“Broadplace Advertising”) to the Customer or, at the Customer’s direction, to third parties. The terms and conditions must be read in full.
This Agreement may only be supplemented, modified or varied in any way at any time with Broadplace Advertising’s express written agreement obtained from a director of Broadplace Advertising.
No estimate, quotation or proposal given by Broadplace Advertising or by any of Broadplace Advertising’s agents or employees to the Customer in whatever circumstances will constitute an offer to the Customer, only an invitation to treat, and as such shall not bind Broadplace Advertising. All such estimates, quotations or proposals shall lapse automatically within 28 days of their date of issue.
2. Services
This contract refers exclusively to the provision of Digital/Online advertising consultancy services provided to the Customer by Broadplace Advertising. These services will cover the key aspects involved with effective execution and management of the Customers digital advertising strategy online.
Services will be defined in individual Service Schedules appended to this agreement, each confirming:
– Service Description
– Start Date
– Minimum Term
– Fees
– Scope of Work
Signed by both parties below shall constitute acceptance of this Service Schedule as part of the main Agreement.
Broadplace Advertising will use all reasonable endeavours to ensure that the customer is provided with good service and that the campaign amount is spent well to deliver results.
The Customer will provide Broadplace Advertising with all relevant information to ensure that Broadplace Advertising are able to set up, improve and monitor the Customer’s campaigns effectively.
Communication to the Customer. Broadplace Advertising will maintain regular contact with the customer through an appointed account manager to ensure both parties are kept informed of all relevant information necessary to enable Broadplace Advertising to provide the services. Regular progress reports will be supplied to the customer to illustrate progress against the services provided.
3. Termination
Termination terms are per individual Service Schedule.
4. Payment Terms
In accepting these Terms and Conditions, the Customer agrees to pay Broadplace Advertising as defined for the services provided. Payment terms are payable on the invoice date. Failure to make payment within the agreed timeframe may lead to work being paused and/or work being reverted and removed.
Should the customer default on payment the customer will still incur and accrue charges for the agreed timeframe of the agreement.
If payment is not made when due, Broadplace may charge interest at the rate of 2% per annum above the prevailing base rate of Barclays Bank PLC from the due date until the date of actual payment, whether before or after judgment.
Charges are exclusive of taxes.
Broadplace Advertising reserves the right to suspend the account and any associated campaigns following non-receipt of ongoing fees.
5. Payment Methods
Payment from the Customer to Broadplace Advertising can be made by bank transfer, direct debit setup, credit or debit card or such other method as agreed by both parties. The customer will provide Broadplace Advertising with all payment details necessary to enable payments to be taken on time as per the specified payment terms.
6. Intellectual Property
Subject to the written agreement of one Broadplace Advertising’s directors to the contrary, both during the term of this Agreement and thereafter Broadplace Advertising shall be and remain the owner of all copyright and other intellectual property rights in any material, process or other work which has been created by Broadplace Advertising, its employees or sub-contractors pursuant to this Agreement.
7. Confidentiality
The methods used to deliver your campaigns constitute confidential information and our intellectual property and may not be used by you after termination of your contract without our prior written permission.
8. Non-Solicitation
You undertake not to approach existing members of staff of the Company with a view to recruiting them or approaching them regarding other potential employment opportunities, for the duration of this agreement and for 6 months after termination of employment for any reason.
You undertake not to approach existing or pipeline customers of the Company with the view of recruiting them or introducing them to another potential SEO/SEM/PPC supplier for the duration of this agreement and for 6 months after termination of employment for any reason.
9. Force Majeure
Due to the nature of the services provided, Broadplace Advertising cannot be held responsible for any fluctuations, perceived non-delivery or damage that may have been caused by third party actions or changes. In such circumstances the agreed fees and associated costs would still be payable unless Broadplace Advertising could have reasonably mitigated these. Some of these defined events are listed below but not restricted to these alone:
- Should the website in question be viewed and/or treated differently in the eyes of the Ad Platforms for whatever reason.
- Should the Ad Platforms alter their algorithms and/or change the way in which they rank websites notwithstanding that Broadplace Advertising should have reasonable knowledge of such changes.
- Should the customer have adopted any unethical or black hat practices related to the website. Broadplace Advertising cannot be held responsible for the affects of any previous activity at any time that cannot be directly attributed to Broadplace Advertising.
- In the event of required action not being executed by the customer within the specified time frame.
- In the event of any other search engine marketing provider being instructed by the customer to work on the same website at the same time.
- Should the content of the website be deemed as inappropriate, of poor quality or considered duplicate content by the search engines.
10. Liability
Broadplace Advertising’s liability is limited to the obligation on the part of Broadplace Advertising under this agreement in all circumstances. Broadplace Advertising will not be liable for any other liabilities, direct or indirect except where caused by the sole negligence of Broadplace Advertising.
Broadplace Advertising cannot be held responsible for any loss of earnings as a result of your advert not showing on Ad Platforms or for any other related reason except where this is caused by the negligence of Broadplace Advertising.
In any event, Broadplace Advertising’s liability will not exceed the value of 1 month’s agency management fees (not including advertising media spend) incurred to the customer.
11. Assignment or Transfer
Neither party may assign or transfer this Agreement or all or any of its rights and/or obligations under this Agreement to any holding company (as defined in section 736 of the Companies Act 1985 (as amended by the Companies Act 1989) or Subsidiary of it. This Agreement may not be assigned or sub-licensed by either party without the prior written consent of the other party.
12. Waiver
The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of such terms or conditions or of the right of such party at any time subsequently to enforce all terms and conditions of this Agreement.
13. Governing Law
This Agreement is governed by the laws of England and Wales.