Terms & conditions
Traffic Jam Media PPC Services Agreement Terms and Conditions
“Service” means products and services provided by TJM relating to the Internet, World Wide Web and e-commerce, including but not limited to internet advertising, Pay Per Click and Search engine optimisation. These are detailed in the Client Services and White Label Services Agreement sections.
“Contract” means the agreement between you and us for the provision of the Service, the terms of which are set out in the following terms and conditions.
“Business Day” means a day, other than a Saturday or a Sunday, on which clearing banks are open for commercial business in both Edinburgh and London.
“Charges” means the monthly fee, the set-up fee and any one-off payments due to us by you for the use of our services.
“You” and “your” means the company or other persons wishing to buy services.
“Client” means your company.
“Pay Per Click” or “PPC” – Internet based advertising that incurs a cost each time a user clicks on the link.
Client PPC audit: The PPC audit will be offered to clients and will review their current AdWords campaign, or a part of the campaign to show opportunities for enhancement.
Campaign build: Design and construction of an AdWords campaign on your AdWords account.
Account management: TJM would provide account management and on-going optimisation for the PPC services.
Technical support: In depth technical support will be offered via email to ensure an audit trail. Any additional chargeable services will be agreed over the technical support email. Any payments agreed over email would be contractual. Payment would be made under normal payment terms.
Client reporting: TJM will produce a report pack for clients on an agreed time scale. This will review how the campaign has performed for each product, the impact of the on-going optimisation and analysis and recommendations for further improvements. This would normally be done on a monthly basis, but can be more often if required. Additional reporting would incur a fee per report. Clients can purchase these ad hoc by agreement over email.
Client payment will be covered by three elements:
Set up fee: This will cover campaign build and initial analysis.
Management fee: This will cover account management, optimisation, reporting and service.
Ad hoc purchases: Products and services purchased on an ad hoc basis. These will include, but are not limited to additional reporting, audits or competitor analysis.
Payment values will be by client email acceptance.
Duration will be as per agreement. A minimum of 30 days’ notice will apply if you wish to cancel your contact.
Duration will be by client email acceptance.
Initial payment of set-up fee and the first months’ management fee will be made before services are undertaken. On-going management fees will be made on the first day of the new billing month. Any ad hoc payments will normally be made on the first day of the following month, unless agreed otherwise on a specified account.
All costs provided will be exclusive of VAT which will be charged at the prevailing rate.
Clients will be contracted to a notice period of no less than 30 working days. Any payments due will not be prorated.
Any disputed payments should be resolved within 5 business days to ensure uninterrupted services. Following this, TJM reserve the right to charge interest at a rate of 5% per month or part of.
In cases of payment default, TJM Ltd reserve the right to pass unresolved debts to a 3rd party.
Cancellation will be accepted in the form of email notification only. Upon receipt of a client cancellation, we will raise a final invoice. Notice of cancellation will only be accepted after the initial term and upon 30 days’ notice.
The intellectual property of the campaign will be assigned to the client for the duration of the client contract.
TJM’s liability is limited to one (1) months’ management fee.
Our entire liability and your only remedy for any claim for breach of duty, tort or breach of these terms and conditions, whether or not arising out of negligence, is limited to the fee paid by your client for the effected Service from which the breach has arisen, in the twelve (12) months before the action or event giving rise to the liability. This applies whether for one or multiple instances.
TJM shall not be liable for any cost arising from fraudulent use of any online client accounts for internet marketing services. The Client shall be liable for any costs relating to any use of these services either from or within the Customer’s premises, via any internet protocol address used by the Customer or via external means.
TJM shall not be liable for any loss, damage, cost, expense, downtime or service credit relating to any circumstance that TJM cannot reasonably control, including, but not limited to: (i) force majeure; (ii) weather, flood, drought, lightning or fire; (iii) failure or shortage of power supplies; (iv) civil disorder, war, military operation, or national or local emergency; (v) acts or omissions of Government, highways authorities, other network operators or other competent authorities; (vi) TJM’s suppliers; (vii) network, software, facilities or other equipment failures, errors or incompatibilities; (viii) industrial disputes of any kind; (ix) denial of service attacks, hacking, spamming, viruses or other hostile computer programs; or (x) acts or omissions of any person or body for whom TJM is not responsible (including the Customer, its employees and/or users of the Services), in all cases whether caused within or outside the United Kingdom.
Any liability will not extend to any: (i) loss of profits; (ii) loss of revenue; (iii) loss of business; (iv) loss of goodwill; (v) loss of contracts; (vi) loss of anticipated savings; (vii) loss of production; (viii) loss of or corruption to data, in each case whether any such are direct, indirect, consequential or special; or (ix) any other special, indirect or consequential loss or damage whatsoever, whether sustained by the Customer or any other person and even if foreseeable or if TJM has been advised of their possibility.
Nothing in this contract notice shall exclude or limit TJM’s liability for:
(a) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
(b) fraud; or
(c) misrepresentation as to a fundamental matter; or
(d) any liability which cannot be excluded or limited under applicable law.
This agreement is governed by, and is to be construed in accordance with English law.