GENERAL TERMS AND CONDITIONS

Last revised: 15/01/2023

INTRODUCTION

These are the General Terms and Conditions (the “Conditions”) which apply to all Services provided by the Consultant.

PARTIES

The parties (“the Parties”) to the Agreement are:

The Client (the “Client”) is defined in the Agreement (the “Agreement”) and is deemed to be of the opinion that the Consultant has the necessary qualifications and experience to provide the Services to the Client.
The Consultant (the “Consultant”) is Carl Lane. Digital and agrees to provide the Services.
Both Parties agree to abide by the obligations and responsibilities set out in the Agreement and the Conditions.

SERVICES PROVIDED

The Services (“the “Services”) will be as set out in the Agreement under one or more of the following headings:

Pay-Per-Click (PPC) Services

The Client acknowledges the following with regards to PPC Services:

The Consultant does not guarantee the results or effects of its PPC Services.
1. This refers to any PPC specific metrics including, but not limited to: clicks, impressions, leads, sales, cost, quality score, position, and more.
The Client acknowledges that the Consultant shall set up and retain a PPC Account in the name of Carl Lane. Digital which shall be used in connection with the Client’s PPC Account. The Consultant’s PPC Account belongs to Carl Lane. Digital and the company is not obliged to provide access to this account to the Client, nor is it obliged to share any information contained within.
1. The Client shall be given access via their own named PPC Account with their own login details. It is the responsibility of the Client to set up and maintain this account.
2. The Client acknowledges that where the Consultant has helped set up a PPC Account for the Client’s access that no password information is stored. It is the responsibility of the Client to change and manage their own passwords to keep their account secure.
3. These accounts refer to, but are not limited to: Google products (Ads/Analytics/etc), Microsoft products (Ads/Webmaster/etc), Social platforms (Facebook/LinkedIn/Instagram/etc).
The Client acknowledges that the Consultant makes no representation in relation to fixed charges with any PPC or Digital Marketing Service, except that:
1. The Consultant does not take any commission from any PPC or Social platform.
The Consultant reserves the right to cancel the PPC Service at any time.
1. The Client will not need to pay for future work that has not been started including monthly management.
2. Where a service is in progress, it is at the discretion of the Consultant to offer a refund of Services based on how much of the agreed work has been completed. This is whether the client accepts the condition the work has been provided or not.
The Service agreement, unless terminated by the Consultant, shall continue for the duration specified in the agreement terms.
1. For monthly management services, the agreement shall automatically renew for successive periods of the same duration unless either party terminates the agreement.
2. Termination of the agreement by either Party should be given 30 days prior to the termination taking effect.
3. If terminating a service which automatically renews, both Parties agree to provide notice of termination at least 30 days before the next invoice is due to be sent.
A summary of the services provided for the PPC Service shall be provided in the proposal document. The client can request a more thorough breakdown if required.
Additional services not listed in the agreement can be provided during the duration of the agreement at the discretion of the Consultant and may incur further charges which will be invoiced accordingly.
The Consultant provides no warranties of any kind for any of its Services.

TERM OF AGREEMENT

The start date for the provision of the Services will be upon receipt of acceptance of the Proposal provided by the Consultant and payment of any initial fee set out in the Agreement. The Proposal will be signed and transmitted electronically. Acceptance shall be by the Client’s signature of the Agreement and may be signed and transmitted electronically or by post.
The duration of the Agreement (the “Term”) will run from the start date until the completion of the Services.
1. For monthly management services, the agreement shall automatically renew for successive periods of the same duration unless either party terminates the agreement.
2. Termination of the agreement by either Party should be given 30 days prior to the termination taking effect.
3. If terminating a service which automatically renews, both Parties agree to provide notice of termination at least 30 days before the next invoice is due to be sent.

TERMINATION

In the event that either Party wishes to terminate the Agreement prior to completion of the Services that Party shall inform the other Party giving 30 days written notice. The termination shall not be unreasonably disputed provided services have been reasonably satisfactorily performed up to the date of termination and all payments relating to the completed services have been made.

CURRENCY

All reference to monies in the Agreement and the Conditions are in GBP.

PAYMENT

The amounts and staging of all payments (the “Payments”) for the Services will be set out in the Agreement.
The Consultant will submit invoices to the Client on the basis of the amounts and staging of the Payments for the Services and payment will be due within 7 days of the date of the invoice unless specifically noted otherwise on an invoice.
Value Added Tax (“VAT”) will not be added to the Payments.

INTEREST ON LATE PAYMENT

At his discretion, The Consultant reserves the right to take the following actions if an invoice remains unpaid within 10 days of the invoice due date.:
1. Suspend or terminate the Services until the payment of the outstanding invoice amount is made by the Client.
2. Require a late payment charge of 10% of the outstanding invoice amount to be made by the Client.
3. Charge the Client interest at 5% over prevailing UK Bank Rate or the interest rate enforceable under current UK applicable late payment legislation.

CONFIDENTIALITY

Confidential information (“the Confidential Information”) is any business or personal data or information related to the Client which is reasonably considered as private or proprietary to the Client and where release of such Confidential Information could reasonably be expected to cause harm to the Client.
The Consultant will not release any Confidential Information except as authorised by the Client, or as required for the satisfactory performance of the Services, or as required by law.
The confidentiality obligations will apply during the Term and will end upon expiry or termination of the Agreement unless the Client advises in writing any specific elements of the Confidential Information for which the obligations of the Consultant are required to last indefinitely.

INTELLECTUAL PROPERTY

Any intellectual property (the “Intellectual Property”) developed under the Agreement will be the sole property of the Client and the use of such Intellectual Property will not be restricted in any way.
The Consultant may not make use of the Intellectual Property except with the written consent of the Client. The Consultant shall be held responsible for any damages resulting from unauthorised use of the Intellectual Property.

RETURN OF PROPERTY

Upon completion or termination of the Agreement the Consultant will, as required by the Client, return to the Client or destroy any property, documentation, records or confidential information which is the property of the Client.

INDEPENDENCY

In providing the Services under the Agreement the Parties acknowledge that the Consultant is acting as an independent body and not as an employee and that the Agreement is exclusively a contract for provision of services.

AUTONOMY

Except as otherwise set down in the Agreement and Conditions the Consultant shall have full control over working time and methodology in relation to the provision of the Services. The Consultant will work autonomously and not at the direction of the Client but will be responsive to the reasonable needs, concerns and requests from the Client.

NO EXCLUSIVITY

The Parties acknowledge that the Agreement is non-exclusive and that either Party will be free, during and after the Term, to contract with other third parties for the provision of services similar to the Services.

NOTICES

All notices or other communications required or permitted by the Agreement or Conditions shall be given in writing to the Parties at the addresses set out in the Agreement.

INDEMNIFICATION

The Consultant will not be responsible for any damages the client’s business may suffer. The Client agrees that it shall defend, indemnify, save and hold the Consultant, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor's fees asserted against the Consultant, its agents, its customers, officers and employees, that may arise or result from any Services provided or performed or agreed to be performed by its agents, employees or contractors.

MODIFICATION TO TERMS

The Consultant may update, modify or add to the Conditions, Privacy Policy and Cookie Policy from time to time. In the event of such modification the Consultant shall give to the Client 30 days-notice of the new version of the Terms and when the new version of the Terms will take effect. Upon expiry of this notice period and the specified date of implementation having been arrived at, the new version of the Terms shall be deemed to have been accepted by the Client.
In the event that the Client considers that the balance of advantage under the Agreement is unreasonably affected the matter should be raised with the Consultant for remedy without affecting any rights the Client may have under the Agreement and Terms.

RIGHT TO SUBCONTRACT

The Consultant shall have the right to subcontract any of his obligations hereunder provided that the prior written consent of the Owners, which shall not be unreasonably withheld, is obtained. In the event of such a sub-contract, the Consultant shall remain fully liable for the due performance of their obligations under this Agreement.

ASSIGNMENT

Neither Party to the Agreement shall transfer or assign its obligations under the Agreement without the prior written consent of the other Party to the Agreement.

ENTIRE AGREEMENT

The Parties agree that there are no collateral agreements or conditions affecting the Agreement.

TITLES AND HEADINGS

Titles and headings to sections in the Terms are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of the Agreement.

GENDER

Within the Agreement and Terms, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires.

GOVERNING LAW

The entire Agreement and Conditions will be governed and construed in accordance with the prevailing Laws of England.

DISPUTE RESOLUTION

The Parties shall endeavour to settle amicably any conflicts arising from or relating to the Agreement by negotiation between executives of the Parties who have authority to settle the same.
In case with regard to such conflicts, no amicable settlement is reached, the Client and the Consultant will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators.
The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties.

SEVERABILITY

Should any provision of the Agreement be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of the Agreement shall be unaffected thereby and shall continue to be valid and enforceable.
Should this clause need to be actioned and should it deprive either of the Parties any part of the commercial or economic benefit intended to be conferred by the Agreement and Terms, the Parties shall negotiate, in good faith, to develop a suitable structure such that the commercial and economic effect is as close as possible to the commercial and economic effect of the Agreement and Terms without regard to such invalidity.

WAIVER

The waiver by either of the Parties of a breach, default, delay or omission of any of the provisions of the Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions.