Standard Terms of Service (Contractual)
ONL Marketing’s Terms of Service below set out the standards of service you can expect from us. They also act as a contract between us, setting out responsibilities for both us and you. In addition to these Terms of Service, we may also provide, typically in email form, a so called “Letter of Engagement” further detailing the work we will be doing for you. If there is any conflict between the Terms of Service and such a Letter of Engagement, then the terms of the Letter of Engagement shall prevail. When you are actively engaged with us, we will always give you at least 14 days’ notice of any changes to our Terms of Service.
Who We Are?
ONL Marketing (“ONL Marketing”, “we” or “us”) is a trading name of Yenaled Ltd is a limited company registered in England, number 08988201 with its registered office at: 27 Old Gloucester St, London, WC1N 3AX. Our services focus on the management of paid search campaigns (such as those on Google AdWords and Bing Ads), related consultancy and other internet marketing consultancy.
Our Duty of Care
We will give your business all reasonable skill, care and attention at all times. This includes never recommending any expenditure that we feel is not in your best interests.
Our Team and Your Account Manager
On instructing us for the first time, you will be assigned an account manager as your day to day contact. Your account manager will be responsible for co-ordinating all your work within ONL Marketing as well as carrying out many of the associated tasks. Please note that we may occasionally use sub-contractors and we take particular care when engaging them to ensure that they work in the same way as any other member of our team.
Our Office Hours
Our normal office hours are 9 a.m. to 5.00 p.m. Monday to Friday. We take English bank and public holidays and the 2nd of January. Arrangements can be made to do work outside these hours if necessary and messages can always be left on our answering machine or sent to us by email. In emergencies over weekends etc. please use our website contact form which we monitor twice a day on non-working days (we also monitor for any notifications from paid search providers of our clients’ accounts being down). If you instruct us to work outside normal working hours then we reserve the right to charge an appropriate uplift on the standard hourly rate of the relevant fee earner(s) being asked to work depending on the circumstances.
Our work does, in almost all cases, bring about improved financial performance for your business. There are, however, always factors beyond our control that can have an adverse impact on the overall financial outcome of any piece of work, so we can’t guarantee such performance. The performance of internet marketing can be difficult to predict, especially when untried (e.g. in the case of a paid search pilot campaign). Our experience helps to minimise the “error” element of this “trial and error” but it is still not uncommon to be surprised by the outcomes of tests. This is why we believe in a culture of testing and measuring at ONL Marketing and also why our fees are charged on the basis of work done, rather than the financial outcome of that work. We will usually agree targets with you but these should be viewed as performance yardsticks on which to base discussions rather than being seen as a guaranteed outcome of our work.
We accept PayPal, United Kingdom debit cards (delta, maestro/switch, solo, electron) and wire transfer from any bank in the world. We review all orders to protect both you and us from fraudulent transactions. This means that there is sometimes a delay in processing your order (up to one business day).
We will always tell you where work is chargeable over and above any work we have already agreed, prior to carrying out the work. We aim to offer our services under standard packages (such as our Paid Search Management service) or on a fixed fee quote basis wherever practical. Please note that this may be difficult to do at times if the scope of the work is not clear or if the request for the work is urgent. Where this is the case we will work on a time and materials basis. Where practical we will also estimate a likely maximum fee. Where we do so this will not be a guaranteed maximum. In the cases where we offer our services on a percentage of advertising spend basis then:
- we reserve the right to review the bespoke work we include in your package if there is subsequently a significant reduction in advertising spend;
- we will usually report costs to you inclusive of the percentage fee to help you make decisions on the true costs to you;
- we will assume that the budgets you give us are to be viewed as being inclusive of the percentage fee.
All charges payable by you for the services shall be in accordance with the rates published on our web site and shall be due and payable in advance of our service provision. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre-payment.
We may charge you for any reasonable travel and subsistence expenses accrued in the delivery of our services. You will always be given prior notice of the nature of any expenses.
Any quote, usually issued by e-mail will be valid for 30 days from the date of issue. All our fees are subject to VAT which is levied at the standard rates.
Payment is due each anniversary month, quarter or year following the date the services were established until closure notice is given (30 days). If you choose to pay by credit or debit card, you authorize ONL Marketing to debit your account renewal fees from your card.
Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of services to you.
It is our policy to deny refunds for software once it is downloaded and/or installed for you by our technicians. Please contact our sales department with any questions you may have about product or service performance before you purchase.
ONL Marketing shall be entitled at any time and from time to time to I increase all or any of the charges by giving the client not less than 30 days’ prior written notice.
Our refund policy lasts 30 days. If 30 days have gone by since your payment, unfortunately we can’t offer you a refund.
Part payments or deposits are all non-refundable.
To be eligible for a refund, we would have carried out no research or spent no time liaising with you or your company which may incur us costs.
Billing discrepancies should be reported to billing department within 15 days, failing which it stands void.
Money Back Guarantee
From time to time we offer some of our services on a money back guarantee basis. In such cases you may request your money back for any reason and without explanation (whilst we don’t enforce this, we do ask you to judge us on our performance rather than that of any third party (e.g. Google)). Such request should be made by e-mail prior to the expiry of the guarantee. Such guarantee will only apply if specifically mentioned in a Letter of Engagement and will only remain in place for the specified time limit. For the avoidance of doubt, instructing us to continue to work beyond the initial time limit or budget will be viewed as demonstrating satisfaction with our work to date and therefore waiving your rights to the guarantee. Please note that we cannot refund monies paid to the providers (e.g. Google AdWords).
Where we are managing campaigns on an ongoing basis and no specific end date or fixed budget has been agreed with you, you shall be deemed to have authorised us to continue advertising on your behalf until you give us notice (via e-mail) to the contrary. You will of course be kept informed of your spend levels and any dramatic changes in likely monthly expenditure. Furthermore, you may revise your budgets at any time and as frequently as you wish, subject to any restrictions set out by third parties. Committed monthly budgets will be deemed to be indicative, rather than maximum ceilings, unless you state otherwise (this leads to better value for money and a more even spread of your monthly budget).
We may from time to time offer discounts on some of our services. Where such discounts are ongoing (e.g. in the case of paid search management), they will only be applied where all sums due to us have been paid according to our credit terms.
In addition to professional fees, we will ask you to pay for any outlays, advertising costs and other out of pocket expenses incurred on your behalf. We will either ask you to pay such fees directly, request a deposit or agree credit terms with you.
Our invoices are payable on receipt. In the event of non-payment within 14 days we shall be entitled to charge you for all costs associated with chasing the outstanding amount together with interest on the outstanding amount at the rate of 8% above the Royal Bank of England base rate. We shall be under no obligation to carry out any further work for you until outstanding invoices have been paid in full. We shall also be entitled to set off any fees, expenses and outlays due to us against any credit balance or deposits held on your behalf before sending you the balance. Unless otherwise agreed with you in any Letter of Engagement, (a) we will charge for our work on (i) completion of the relevant matter, (ii) a monthly basis as the work progresses on an interim basis, or (iii) when the relevant work in progress reaches £500, whichever is the sooner; and (b) all invoices shall be made out to your business. Any payment you make to us on account of costs or any sum received by us on your behalf which is not received for a specific purpose, may be set off against any invoice (interim or final) issued to you by us. In the event that any of our fees, outlays or other costs which are due by you to us remains outstanding you hereby give us permission to suspend not only our work but also the third-party services we are working on as part of our service to you. You will be responsible for any resulting charges or costs. You also authorise us to remove your access and rights to any third party accounts we have been working on for you in the event of payments being outstanding.
Interest on Cash Deposits Held by Us
As we will seek to minimise the size of any deposit required, we do not usually pay any interest. Special arrangements may be made for substantial deposits.
Where we take payments by direct debit, in the event of any subsequent dispute you agree, on a best endeavours basis, to resolve such dispute directly with us rather than through the direct debit guarantee. We will refund any portion of fees collected in error within 30 days. We reserve the right to charge you for any costs that result from failed collections or you taking a refund through the direct debit guarantee.
Third Party Accounts
Although problems are not anticipated, by instructing us to set up or manage accounts for services offered by third parties you hereby (i) authorize us to accept the terms and conditions of business of such third parties on your behalf and (ii) agree to abide by such terms and conditions of such third parties. We will notify you immediately should any issue arise in connection with such terms and conditions of such third parties. Although not a complete list, the most common ones we accept for you are listed below:
- Google AdWords
- Google Analytics
- Google Accounts
- Bing Ads
Please note that where we accept these terms and conditions on your behalf, and where these vary by country, we will choose the UK version, unless otherwise agreed. Please note that we will usually ask for administrative level access to any third-party services you have set up yourself but subsequently instruct and authorise us to work on. These will subsequently be treated in the same way under these Terms of Service as if we have set them up ourselves.
Where appropriate, we may give you login details if such a facility is available. You are responsible for the security of these details and hereby agree to indemnify us against any losses claims, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) that may result from a breach of security or misuse of the login details. Where we have provided you with access to any such systems, the login details must not be shared with or given to any third party. If you become aware of any unauthorised use of any such login details then you agree to notice us immediately.
Trademarks, Keywords & Copy
Whilst we will seek to highlight potential issues, it is your responsibility to ensure that the wording and search keywords we use as part of marketing your organisation comply with all applicable laws and regulations (including without limitation trademark laws). We will give you the opportunity to review the wording and search keywords. Where practical, this will be done before going live but in some cases this may be after going live, especially where speed is of the essence. In the event of no response to the contrary, we will assume that you have given us permission to use the said wording and keywords. You hereby agree to indemnify us against any against any claims, losses, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) awarded against or properly and reasonably incurred or paid by us in relation to any infringement by you of any intellectual property rights or other rights of any third party.
As part of the services we offer, we may suggest changes to your website and/or the implementation of additional code into your website. The costs of implementing the changes and ensuring the suitability of any code are your responsibility. In the event of termination of your business relationship with us, you agree to remove, at our request, any such code that would result in ongoing costs for us.
Ownership of Our Work
Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us, and we assert our moral rights. However, the fee you pay for our work permits you to make use of that material for the purposes for which it is created. This copyright also extends to our work carried out within accounts of third party services (such as Google AdWords). We retain ownership of data within third party services that we manage on your behalf. We grant you a licence to use the data for your own internal use. This also applies to data generated whilst we work on accounts with third party services that you may have set up yourself. We may from time to time use data generated from your and other clients’ campaigns on an aggregated (e.g. general sector trends such as travel) or anonymous basis but will never use campaign specific data for any purpose other than for your direct benefit without your permission or as required by law.
Unless otherwise agreed, we may work for any other clients including those you may consider to be in competition with you. Where we work with competing companies, the companies will be assigned different account managers and either party’s confidential information will not be shared between those account managers.
We will respect your confidentiality. You hereby give ONL Marketing permission to include your name as a client of ONL Marketing in promotional material. You may withdraw such permission at any time on giving us written notice. Any information (including reports and data) we make available to you may not be shared with any third party without our permission. Any knowledge you gain from us as a direct result of receipt of our services should be treated as confidential. This restriction applies beyond the end of your business relationship with us.
Recruitment of ONL Marketing Staff
You agree to not attempt to recruit or recruit our employees or those of our former employees who have been employed by us in the past 6 months. In the event of any breach by you of this clause, we will be entitled to immediate payment of £5,000 or 25% of the employee’s basic annual salary, whichever is the greater figure. This clause will remain in place until a period of 18 months beyond your formal termination of your business relationship with us pursuant to these Terms of Service.
If we process your personal data as defined in the Data Protection Act 1998 (as amended) we will (i) only do so for purposes notified to you; (ii) maintain appropriate technical and organisational measures to prevent unauthorised or unlawful processing of your personal data and against accidental loss or destruction of, or damage to, your personal data; and (iii) comply with your reasonable instructions concerning the processing of your personal data. We will normally hold details of your personal data for as long as you are a client and thereafter for 10 years.
We shall not be liable for any indirect or consequential claims, losses or damages in connection with services and advice supplied by us, including without limitation for loss of business, profits, reputation, goodwill, revenue, increased costs of working, interest or anticipated savings.
Nothing in these conditions shall exclude or in any way limit ONL Marketing’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.
ONL Marketing will endeavour to provide the services in a timely manner but (in particular where ONL Marketing is dependent on another operator to provide the service and or/due to technical reasons) cannot guarantee to do so and ONL Marketing will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly for any delay in the provision of the services.
The client further acknowledges that ONL Marketing shall in no way be held liable for any service outage or disruption that occurs because of any of ONL Marketing’s suppliers’ failure to provide a service. For clarification, if any of ONL Marketing ‘s suppliers enter administration, liquidation, is wound up or for any reason fails to provide a service to ONL Marketing that impacts the client, ONL Marketing shall not be held liable.
ONL Marketing shall not be liable under, or in connection with, these conditions or any collateral contract for any loss of income, loss of data, loss of anticipated savings, loss of profits or contracts or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract otherwise.
We provide no guarantee that the service will be uninterrupted, and that any data transmitted by, or through, us is accurate, error free, virus free, secure, or inoffensive.
You acknowledge that it is your responsibility to keep back-up copies of your data. We are not responsible for any loss of data, for any reason.
The client shall:
- Be responsible for the selection of the services and for the results obtained from them.
- Ensure that the terms of its application and any applicable specification are complete and accurate.
- Supply ONL Marketing with all such information and material as ONL Marketing may reasonably require to provide the services.
- Comply with all reasonable instructions from ONL Marketing.
- Pay the charges due.
- Not attempt to gain unauthorised access to any part or component of the services.
- Not use or permit others to use the services for any improper, immoral, fraudulent or unlawful purposes or process or permit others to process material which is offensive, obscene, pornographic, defamatory, menacing or which may (in search first’s judgement) cause annoyance or anxiety to any person or bring ONL Marketing or the other services into disrepute, or process or permit others to process any message or virus which causes or is likely to cause harm to ONL Marketing, search first’s clients, or any third parties’ systems, or to transmit any unsolicited advertising material.
- Comply with all applicable legal and regulatory requirements and any applicable licences.
- Not use the services in a way which could cause it to be interrupted, damaged or otherwise impaired or which violates ONL Marketing’s rights (including intellectual property rights) or those of any third party (including but not limited to copyright, trademarks, confidence, privacy or other rights).
- Be responsible for any content or material the client processes using the services.
- Not knowingly intercept or attempt to intercept any message that passes over ONL Marketing’s system or attempt to access any unauthorised component of the services.
- The client warrants that it has legal capacity and authority to enter an agreement with ONL Marketing.
- For the avoidance of doubt, ONL Marketing may and shall, as it deems fit, sub-contract part or all its obligations under these conditions.
Your contract term is the same duration as your billing term when you originally signed up for service.
The contract term will automatically renew each period unless the termination of service agreement is received by our billing department at least 7 days prior to your next billing date.
If you fail to pay any sums due to us as they fall due, we may suspend the services and/or terminate this agreement forthwith without notice to you. No refunds will be made.
If you break any of these terms and conditions, we may suspend the services and/or terminate this agreement forthwith without notice to you. No refunds will be made.
If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter a voluntary arrangement with your creditors, we shall be entitled to suspend the services and/or terminate this agreement forthwith without notice to you. No refunds will be made.
We reserve the right to suspend the services and/or terminate this agreement at any time. In the event of this you will a be entitled pro rata refund based upon the remaining period of membership.
No Waivers of Our Rights
Failure (or delay) by us to exercise any rights available to us within these Terms of Service will not in any way diminish our rights.
Acceptance of These Terms of Business
These Terms of Service (subject to the terms of any Letter of Engagement by us) shall govern our relationship with you unless we agree otherwise with you in writing or by email. We shall endeavour to provide you with a Letter of Engagement prior to beginning specific items of work however this may not always be possible. In the absence of (i) any Letter of Engagement or (ii) an acceptance from you in writing or by email of any Letter of Engagement and/or these Terms of Service, it shall be assumed that by providing us with your instructions you accept the terms of these Terms of Service in full and we shall proceed only on this basis.
Governing Law & Jurisdiction
These Terms of Service, any Letter of Engagement and our relationship with you shall be governed by and construed in accordance with English law and the courts of England.