Last updated: 30/12/2024

Definitions:

‘The Service Provider’ is Knowledgeful Limited trading as Darren Taylor Consultancy. ‘The Client means the party or any person acting on their behalf with whom the Company contracts.

Introduction

This document, referred to as the “Terms of Service” or “Agreement,” governs the relationship between the User (also referred to as the “Client”) and the Freelancer (also referred to as the “Service Provider”), regarding the use of the PPC Campaign Audit Service (the “Service”). By availing of the Service, the User agrees to abide by the terms outlined in this document.

Service Description

The Service involves a comprehensive audit of the User’s pay-per-click (PPC) marketing campaigns. This may include, but is not limited to, an examination of keywords, ad copy, targeting settings, landing page performance, conversion metrics, and overall campaign strategy. A report detailing findings and recommendations will be provided to the User.

If specified, the service involves a period of account management, ranging from 2 weeks to 1 month. Once the management process is completed, there is an option for continued account management on a rolling monthly contractual basis.

Payment and Fees

The User agrees to pay the Service Provider for the Service according to the fee structure agreed upon prior to the commencement of the Service. Full payment is due upon commencement of the Service and the Service will not be rendered until payment is received in full.

All charges and prices for services are carried out by the service provider are subject to VAT at the standard rate.

All estimated prices quoted, whether written or verbal are for the listed and mentioned services only. Any additional services required to complete a project will be quoted in advance and charged accordingly.

All work is invoiced either monthly, on completion of the project or advance booking of a consultancy phone call at the previously agreed rate.

Where there is a change of brief, the service provider will inform the client of any additional charges likely to be incurred.

All projects are planned to an agreed schedule, non-adherence to this schedule by the client may result in compromising final deadlines and additional fees.

For all new clients payment for the full or part amount + VAT will be requested in advance of commencement of work as agreed between parties. All subsequent invoiced work is paid on receipt of the invoice.

Once a client has agreed to the Service Provider’s current Terms of Service, Knowledgeful Limited will invoice a project on the agreed timescales.

All creative work produced and devised during a project remains the property of the service provider until final project costs have been cleared.

The Service reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the client. Any outsourced job remains the property and responsibility of the service provider and is deemed to be carried out indirectly by the company.

If at any point during the design or development cycle, a client wishes to cancel, they may do so but will be invoiced for an amount that Knowledgeful Limited judges to be proportional to the work already completed.

Knowledgeful Limited have a lien over any product, data and materials if all payments due from you have not been paid and cleared in full within 1 month from the date of the invoice. We reserve the right to withhold the price of goods, and, in the case of web services, this includes recalling services and hosting websites.

Confidentiality

The Service Provider will treat all information provided by the User about the Service as strictly confidential. The Service Provider will not disclose any such information to third parties without the User’s written consent, except when required by law.

The Service reserves the right to the addition of our company credit on printed or digital media unless instructed otherwise by the Client.

The Service reserves the right to use both initial creative and intellectual concepts and final approved design work for the purpose of the company’s marketing activities unless otherwise requested by the client.

Limitation of Liability

The Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from the Service. The Service Provider makes no guarantee regarding the increase in PPC campaign performance or conversions.

It is the responsibility of the client that all materials (including but not limited to images, diagrams, logos, videos, data as well as intellectual property) supplied by the Service by the client will have the relevant copyright, licences and permissions. Knowledgeful Limited will not accept responsibility/liability for infringements caused by wrongly supplied materials

As part of larger projects which involve 3^rd parties commissioned directly by the client, the company will not be held responsible for the non-completion of services not carried out directly by the service provider.

In the event of a dispute arising between parties in connection with the contract (excluding that relating to non-payment), parties shall attempt in good faith to resolve the matter. It is the responsibility of the client to inform the company immediately of any issue that may lead to a dispute (such as quality, service, cost, or deadline) without such information no dispute shall be entered.

Whilst taking every care to protect all media and correspondence supplied, the service shall not be held financially responsible for any loss.

The Service cannot guarantee the exclusivity of any marketing concept, strategy or design. Therefore, the service will not accept any liability for any alleged claim for copyright infringement.

It remains the client’s responsibility to seek copyright protection if desired for any creative/ intellectual property provided by the service.

The service shall be under no liability if it should be unable to carry out the contracted service for any reason beyond its control. Including Act of God, Terrorism, Legislation, War, Fire, Flood, Drought, Failure of Power Supply. During the continuance of such a contingency the customer may by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery of full contract terms when available.

Indemnification

The User agrees to defend, indemnify, and hold harmless the Service Provider from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from the User’s violation of this Agreement or the infringement of any third-party rights.

Termination

Both parties reserve the right to terminate this Agreement at any time, with or without cause, upon providing the other party with a written notice.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales, and any disputes arising from this Agreement shall be settled in the courts of England and Wales.

Changes to this Agreement

The Service Provider reserves the right to modify these Terms of Service at any time. Any changes will be communicated to the User and the continued use of the Service will constitute acceptance of the changes.

Acceptance of Terms

By using the Service, the User acknowledges that they have read, understood, and agreed to these Terms of Service.

This Agreement is in effect as of the first date the Service is used.

Ongoing Management Service

Terms of Service

These Terms of Service govern the provision of ongoing Pay Per Click (PPC) management services by the Service Provider to the Client.

1. Definitions

1.1 In these Terms of Service, the following expressions shall have the meanings set out below:

“Service Provider” means Knowledgeful Limited trading as Darren Taylor Consultancy.

“Client” means the party, or any person acting on their behalf, with whom the Service Provider contracts.

“Services” means the ongoing PPC management services described in clause 3 and any additional services expressly agreed in writing between the parties.

“Platforms” means the PPC advertising platforms agreed between the parties from time to time, for example Google Ads, Microsoft Ads and others as specified in writing.

“Agreement” means these Terms of Service together with any proposal, statement of work, order form or email confirmation agreed between the parties.

1.2 Headings are for convenience only and shall not affect interpretation.

2. Basis of the Agreement

2.1 Following completion of any initial Google Ads audit or onboarding period, the Client may elect to engage the Service Provider for ongoing PPC management in accordance with these Terms of Service.

2.2 By remitting payment for the Services, the Client is deemed to have read, understood and accepted these Terms of Service.

2.3 In the event of any conflict between these Terms of Service and any other document, these Terms of Service shall prevail unless expressly stated otherwise in writing.

3. Scope of Services

3.1 The Service Provider will provide ongoing PPC management as a monthly rolling service. The specific scope of work may be further detailed in a proposal, statement of work or email confirmation. Unless otherwise agreed, the Services typically include:

a) Weekly Consultation
Scheduled calls with the Service Provider to review performance, discuss strategy, agree priorities and address questions. The exact duration and scheduling of these calls shall be agreed between the parties in advance and may be adjusted by mutual agreement.

b) Weekly Reporting
Provision of reports that outline key performance metrics, campaign developments, insights and strategic recommendations. Reporting format and delivery method shall be as reasonably determined by the Service Provider, subject to any agreed requirements.

c) Campaign Management and Optimisation
Ongoing set up, monitoring and optimisation of PPC campaigns on the agreed Platforms. This may include, as applicable:

Keyword research and management

Ad copy creation and testing

Bid and budget management

Audience and demographic optimisation

Negative keyword management

Ad extension and asset setup

Basic landing page recommendations (where appropriate)

d) Direct Access and Support
The Client may contact the Service Provider via email for queries, updates and assistance related to the Services. The Service Provider will respond within a reasonable timeframe during normal business hours (UK time), excluding weekends and public holidays.

3.2 The Services do not automatically include:

Website development, coding or design work

Complex tracking implementations or custom development outside the agreed scope

Management of channels not expressly agreed as part of the Platforms
unless separately quoted and agreed in writing.

3.3 The Service Provider reserves the right to reasonably adjust methods, tactics and specific activities in order to maintain or improve performance, provided that the overall nature of the Services remains materially the same.

4. Client Responsibilities

4.1 The Client shall:

a) Provide timely access to all necessary accounts, platforms, tools and data required to perform the Services, including administrator access to PPC accounts where needed.

b) Ensure that all websites, landing pages, tracking setups and technical integrations under the Client’s control comply with applicable laws, regulations and platform policies.

c) Provide prompt feedback, approvals and information reasonably requested by the Service Provider.

d) Ensure that any offers, products, services and claims promoted via PPC campaigns are accurate, lawful and not misleading.

e) Notify the Service Provider promptly of any material changes to the Client’s products, services, pricing, branding or internal processes that may affect the campaigns.

4.2 The Client is solely responsible for:

All media spend / advertising spend payable to the Platforms.

Any third party fees (for example, payment processors, software tools, web developers) unless otherwise agreed in writing.

5. Fees and Payment

5.1 Unless otherwise agreed in writing, all fees for the Services are payable in advance of the period of service to which they relate.

5.2 The Service Provider will invoice the Client monthly in advance. Payment shall be due immediately upon receipt of invoice, and in any event no later than the date specified on the invoice.

5.3 If payment is not received by the due date, the Service Provider may, at its discretion:

Suspend the Services until payment is received, and/or

Charge interest on overdue sums at the statutory rate, and/or

Terminate the Agreement in accordance with clause 10.

5.4 All fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Client where applicable.

5.5 The Service Provider may review and adjust its fees from time to time. Any change in fees will be notified to the Client in advance and will take effect from the start of the next monthly service period, unless otherwise agreed.

6. Term and Termination

6.1 The Agreement for ongoing PPC management begins on the date of the first payment for the Services following completion of the audit or onboarding period, or as otherwise agreed in writing.

6.2 The Agreement operates on a monthly rolling basis, with each service period being one calendar month (or as otherwise specified in writing).

6.3 Either party may terminate the Agreement:

a) For convenience, by giving at least 30 days’ written notice to the other party, such notice to expire at the end of a monthly service period, or

b) Immediately, by written notice, if the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy that breach within 14 days of being notified in writing.

6.4 The Service Provider may suspend or terminate the Services immediately if:

The Client fails to pay any amount due by the due date; or

The Service Provider reasonably believes that continuing the Services would breach applicable law, regulation or platform policy.

6.5 On termination of the Agreement for any reason:

All unpaid fees for Services already performed or committed shall become immediately due;

The Service Provider will have no obligation to provide further Services beyond the termination date;

Any pre-paid but unused fees (where applicable) may be refunded at the Service Provider’s discretion, unless otherwise required by law.

7. Performance, Results and Warranties

7.1 The Service Provider will use reasonable skill and care in performing the Services.

7.2 The Client acknowledges that PPC advertising is inherently variable, and that results depend on numerous factors outside the Service Provider’s control, including but not limited to market conditions, competition, platform algorithm changes and the Client’s own sales processes and website performance.

7.3 Accordingly, the Service Provider does not warrant or guarantee:

Any specific number of leads, sales, clicks or impressions;

Any particular ranking, position or impression share;

Any return on investment, revenue or profit.

7.4 Except as expressly set out in these Terms of Service, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8. Intellectual Property

8.1 Any creative assets, ad copy, account structures and documentation created by the Service Provider in the performance of the Services shall, upon full payment of all fees due, be deemed licensed to the Client for their internal business use on a non-exclusive, non-transferable basis.

8.2 The Service Provider retains ownership of all methods, processes, templates, tools, know-how and proprietary materials used in delivering the Services.

9. Confidentiality

9.1 Each party shall keep confidential all information of a confidential nature that it receives from the other party in connection with the Agreement and shall not use or disclose such information except:

As required to perform the Agreement;

As required by law or regulation; or

With the prior written consent of the other party.

9.2 The obligations in this clause shall survive termination of the Agreement.

10. Data Protection

10.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, in relation to any personal data processed under the Agreement.

10.2 Where the Service Provider processes personal data on behalf of the Client, the parties will enter into any additional data processing terms that may be reasonably required to comply with applicable law.

11. Limitation of Liability

11.1 Nothing in these Terms of Service shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

11.2 Subject to clause 11.1, the Service Provider shall not be liable for:

Any loss of profit, loss of revenue, loss of business, loss of opportunity or loss of goodwill;

Any indirect or consequential loss or damage, whether arising in contract, tort (including negligence) or otherwise.

11.3 Subject to clauses 11.1 and 11.2, the Service Provider’s total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort or otherwise) shall not exceed the total fees paid by the Client to the Service Provider for the Services in the six months immediately preceding the event giving rise to the claim.

12. Non-solicitation

12.1 The Client agrees that it will not, without the prior written consent of the Service Provider, directly solicit for employment any employee or key contractor of the Service Provider who has been materially involved in the provision of the Services, during the term of the Agreement and for 12 months after its termination.

13. General

13.1 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from events beyond its reasonable control.

13.2 Assignment
The Client may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the Service Provider. The Service Provider may assign or subcontract its rights and obligations, provided that it remains responsible for the performance of the Services.

13.3 Variation
The Service Provider may update these Terms of Service from time to time. Any material changes will be notified to the Client and will apply from the start of the next monthly service period, unless otherwise agreed.

13.4 Severance
If any provision of these Terms of Service is found to be invalid or unenforceable, it shall be deemed deleted, but the remaining provisions shall continue in full force and effect.

13.5 Governing Law and Jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.