PPC Management Service – Terms and Conditions

1. Scope of Services

Please read the following important terms and conditions before you buy the PPC Management Service from Intellistart and check that they contain everything you want and nothing that you are not willing to agree to.

The following terms and conditions apply to the PPC Management Service (hereafter referred to as “the service”) provided by Intellistart Limited (company registration no. 11325972) whose registered office is at 15 Queen Square, Leeds, LS2 8AJ (hereafter referred to as “Intellistart”). Intellistart shall offer the customer within the scope of this service various facilities for search engine marketing for its website.

2. Availability

The service is subject to availability.

3. Tiers

3.1 Tiers can be found at https://get.intellistart.co.uk/store/ppc-services. Subject to payment of the price difference you may upgrade to a more expensive Package at any time. You may not downgrade your Package for a period of 1 calendar month from the last month of your order.
3.2 You acknowledge that the setting up of the service is bespoke to you and so any cooling off or cancellation periods that you are entitled to under any Applicable Laws will no longer be available once work has commenced to build the service. Subject to services having not commenced in setting up your service Intellistart will comply with cooling off and cancellation rights which are current and to which you are entitled by Applicable Law.
3.3 You acknowledge that the building of the Website is bespoke to you and so any cooling off or cancellation periods that you are entitled to under any Applicable Laws will no longer be available once work has commenced to build the Website. Subject to services having not commenced in building your Website, Intellistart will comply with cooling off and cancellation rights which are current and to which you are entitled by Applicable Law.

4. Services to be provided

4.1 The service is provided to facilitate the customer in search engine marketing for its website (hereafter referred to as “website”). Intellistart will act as virtual media agent for the customer.
4.2 Intellistart will produce for the customer advertising copy which will appear as an advertisement when internet users input certain key words on search engine and portal websites. Intellistart will also prepare the key word list. Intellistart will decide in its absolute discretion the search engines where the advertisements will be placed. Intellistart will not reserve any advertising space with search engine websites which as their exclusive or main theme contain the following material: sexually explicit offensive material, the portrayal of violence, discriminatory statements or representations relating to race, gender, religion, nationality, disability, sexual orientation or age and radical political material.
4.3 Intellistart is entitled to produce advertising copy in its absolute discretion. Intellistart is not required to take account of ideas or wishes of the customer. Intellistart is not required to obtain the customer’s release of any material. In producing advertising copy and key word lists Intellistart will also use material appearing on the customer’s website. If Intellistart uses only certain pages of the customer’s website, the customer is required to inform Intellistart of the precise URL for these pages. If the customer does not specify any URL for individual pages, Intellistart will use material from all pages of the customer’s website. Intellistart confirms that in producing advertising copy it will not include statements with the following content: sexually explicit offensive material, the portrayal of violence, discriminatory statements or representations relating to race, gender, religion, nationality, disability, sexual orientation or age and radical political material.
4.4 Intellistart will store the advertising copy on its own server or with a server of the search engine provider according to Intellistart’s own choice. Intellistart reserves the right to reject any order for the service where the customer had an active Google Ads or Adword account within the period of 90 days prior to the placing of the order.
4.5 Intellistart will also monitor the clicks generated and the relevant performance of the advertising copy and the key words used. Intellistart is entitled to alter the advertising copy and key words in its absolute discretion for the purpose of optimising the service.
4.6 Where a fixed monthly fee has been agreed upon, the following provisions shall apply: Intellistart charges a fixed monthly management fee based on the customer’s advertising budget. This advertising budget can be adjusted by the customer on a monthly basis or by instructing us to do so. At the end of the month, the customer will only be charged for the costs of the actual clicks made.
4.7 The customer may request that a campaign be suspended on a monthly basis subject to giving Intellistart 3 days notice in line with their payment schedule via the Intellistart Client Area of such intention prior to commencement of the relevant month. Intellistart reserves the right to reject any such request or to impose restrictions on such suspension at Intellistart’s sole discretion.

4.8 Delays in the provision of the service caused by force majeure or resulting from events which make the provision of the service by Intellistart more difficult or impossible for any substantial period of time (in particular strikes, lock outs, orders issued by any authority etc.) Will not be Intellistart’s responsibility. If the delay lasts more than three months, the customer may terminate the contract on reasonable notice.

5. Minimum Term

5.1 Each PPC Service is subject to a minimum term of 1 or 3 calendar months, depending on the duration selected, after which you may terminate the service by giving 1 full calendar month notice in writing.
5.2 Where you upgrade your package in accordance with clause 3 above you will be committed for a further 1 or 3 calendar months from the date of the upgrade.

6. Customer’s Obligations

6.1 The customer shall observe and comply with the laws applicable in England and Wales. As Intellistart will provide its services by reference to the material on the customer’s website, the customer shall comply with the following requirements relating to the legality of its website.
6.2 The customer will not include on its website nor in any pages or sub-pages nor in any banners nor in any e-mail address or other matters appearing in the website anything which is unlawful or immoral or which infringes the rights of third parties (trademarks, protected names, copyright, data protection etc.). In particular the customer will not offer nor allow to be offered any pornographic material or any services connected with gaming nor any material of a pornographic and/or erotic nature (eg. Naked images, peep shows etc.).
6.3 Material may only be uploaded, stored, kept available and/or transferred or disseminated on the customer’s website (in particular on those pages to be used by Intellistart in accordance with clause 3.3) for which the customer owns the necessary rights (in particular copyright and other intellectual property rights) and which do not infringe the rights of third parties. In particular the customer must be the owner of any necessary copyright or other intellectual property rights which permit the use of the contents of the website by INTELLISTART in providing this service.
6.4 In relation to the website for which the customer uses the services to be provided by Intellistart the customer agrees to comply with all applicable domestic and European legislation. Any use which contravenes any national, European or international laws which may apply to Intellistart or the customer’s local jurisdiction or any jurisdiction to which the customer or the customer’s website may be subject is strictly prohibited.

7. Licence

7.1 To facilitate the use by Intellistart of material from urls specified by the customer in accordance with clause 3.3 or (where the customer does not specify a URL) material from the whole of the customer’s website in preparing advertising copy and the key word list, the customer grants Intellistart a non-exclusive worldwide and irrevocable licence which is free of charge unlimited as to time freely assignable and in respect of which sub-licences can be granted for the purposes of copying, distributing, amending, displaying and publicising the content in connection with the service and Intellistart’s business.
7.2 Unless otherwise agreed any use of the material beyond the services to be provided by Intellistart pursuant to this Agreement is prohibited.

8. Payment

8.1 Prices quoted are fixed prices. The payment due depends upon the choice of tariff specially agreed with the customer. Intellistart is entitled to require payment in advance.
8.2 The customer shall pay the chosen search engine or media advertiser directly for their advertising spend. Where a daily budget has been agreed the client understands that Advertisers may exceed the daily budget on one day and balance up on a different day.
8.3 Any credit due in connection with an undersupply in any month as referred to in clause 3 will be taken into account in the invoice for the following month.
8.4 Where the customer pays an invoice without any reservation or where no objection is raised in connection with any payment by direct debit and no justified complaints are made within four weeks after receipt of an invoice, this is to be taken as an acknowledgement by the customer that there has been no substantial undersupply in the previous month or where appropriate that the credit given corresponds with the undersupply and that the service ordered by the customer has been provided correctly. Intellistart agrees to remind the customer in the invoice of the relevant time limit and of the significance to be attributed to the customer’s response.
8.5 Intellistart will assess the payment due in accordance with the current price list although this will not affect the customer’s main liability ie. In particular the commitment to pay the monthly budget amount and handling fee.
8.6 Intellistart is entitled to increase charges up to once in each quarter. The increase requires the customer’s agreement. The agreement will be deemed to be given unless the customer disputes the increase within four weeks following receipt of the relevant notification. Intellistart will remind the customer in the notification of the consequences of not disputing the increase.
8.7 In the event of any change in any tax payable in connection with the supply of the service, Intellistart is entitled to modify its charges for goods or services supplied on a regular basis from the time when the change takes effect.
8.8 The first invoice will be raised for the month beginning with the day upon which the agreement takes effect regardless of the selected tariff. Invoices will be raised for subsequent months ending in each case one day before the same day in each subsequent calendar month. Where no such day occurs in any calendar month, the month will end on the penultimate day of the month. Advertisements which extend beyond the last day of any month will be carried over into the next invoicing period.
8.9 In the event of any change in the charges or the components of any charge (eg. Increase in any tax) occurring within any invoice period, a separate invoice will be raised covering the period from the beginning of the invoice period up to the time of the change and the period from the time of the change up to the end of the invoicing period.
8.10 Intellistart will issue the invoice to the customer at least five working days before the amount is debited either by e-mail or in the customer’s personal configuration menu.
8.11 Payment of the charges may only be made by a valid Credit Card or through gocardless. The customer authorises Intellistart to deduct any charges incurred from the account specified by the customer.
8.12 In the event of any delay in payment by the customer Intellistart is entitled to terminate the booking for the advertising space immediately. In such an event the customer remains liable to pay the monthly charges.

9. Effective Time of Agreement, Termination, Compensation

9.1 Intellistart is entitled to accept the customer’s offer to receive the service within fourteen days following an order by telephone or dispatch of the order by the customer. The Agreement takes effect when the first advertisement is placed.
9.2 By receiving the customer’s order, Intellistart becomes entitled but not committed to provide the services within the scope of the terms and conditions. The customer has no claim against Intellistart for performance of the Agreement until Intellistart commences to provide the service which will then be provided in accordance with the terms of this Agreement and charged for accordingly.
9.3 Intellistart reserves the right to decline any customer’s order without giving reasons.
9.4 Unless otherwise agreed the Agreement will last for a minimum period of one month.
9.5 If the Agreement is concluded for a fixed period or if a minimum period has been agreed with the customer, then the Agreement will be automatically renewed by the agreed period up to a maximum of one year unless it is terminated at least seven days before expiry of the relevant period. This provision will apply subject to any other arrangement with the customer.
9.6 If the Agreement has been concluded for an indefinite period it can be terminated by Intellistart on giving seven days’ notice to expire at the end of a month without the giving of any reason and by the customer on giving thirty days’ notice to expire at the end of a month.
9.7 Where the Agreement is terminated by Intellistart or by the customer resulting in an undersupply in the final month of the contractual period the customer will receive a refund relative to the Adv. Where a specific number of clicks has been agreed with the customer, the refund will correspond to the value of the remaining number of clicks for the month. Where a fixed monthly budget has been agreed with the customer, the refund will be a pro-rata amount of the monthly budget. There will be no refund of the handling fee.
9.8 The right of both parties to terminate the Agreement without notice where there has been a fundamental breach of contract remains unaffected. INTELLISTART shall in particular be entitled to terminate the Agreement without notice if the customer:
Fails to comply with any of the duties set out in clauses 4 and 5 or Fails to modify the customer’s internet pages so as to comply with the requirements of clause 4 within a reasonable period following a notice to do so
9.9 Where Intellistart is entitled to terminate the Agreement without notice Intellistart is entitled to require payment of an amount equal to 75% of the total of all monthly basic charges which the customer would have had to pay if the Agreement had been terminated with the appropriate notice unless the customer can establish that no loss has been incurred or that the loss actually sustained is substantially less than this amount.
9.10 Any termination of the Agreement must be in writing which includes fax.
10. Liability and Indemnity
10.1 The customer shall be solely responsible for the content of the advertising material and the advertising space. The customer warrants that the content of the advertisement does not contravene current laws, exceed legal restrictions, and is not of an offensive nature and that the rights of third parties will not be prejudiced or infringed by the publishing of the advertisement.
10.2 The customer agrees to indemnify and keep indemnified Intellistart from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with this Agreement. In particular and without prejudice to the generality of the foregoing the customer will indemnify Intellistart against all losses, liabilities, costs and expenses reasonably suffered or incurred by Intellistart, all damages awarded against Intellistart under any judgment by a court of competent jurisdiction and all settlements sums paid by Intellistart as a result of any settlement agreed by it arising out of or in connection with:

• Any claim by any third party that the use of the service by the customer is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice
• Any claim by any third party that the use of the service by the customer infringes that third party’s copyright or other intellectual property rights of whatever nature; and
• Any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the service by the customer.

10.3 Intellistart shall have the right, but shall not be obliged to check the content of the advertisement. Intellistart shall have the right without prior notice to remove any advertisements which contravene the provisions of this Agreement or which contravene current laws, exceed legal restrictions or are of an offensive nature. Intellistart shall notify the customer in a timely manner of any measures taken. The customer shall remain liable to pay the contractually agreed charges except where the customer establishes that Intellistart removed the advertisement without justification. Other claims by the customer for reimbursement or damages are excluded.
10.4 In the case of each advertisement Intellistart shall be liable only for publishing the advertisement correctly but shall not be responsible for the advertising copy actually being seen by the intended recipient.
10.5 If advertisements of either type are not published on time or fully or in accordance with the Agreement with the customer, Intellistart hall have the right and shall be required to make the necessary corrections within a reasonable period of time. After two unsuccessful attempts at making the necessary corrections the customer shall have a right of cancellation or shall be entitled to a reduction in the amount charged.
10.6 Intellistart disclaims all liability in connection with loss of material or technical problems including errors or interruptions of the website.
10.7 Subject to the above, Intellistart shall have no liability to the customer for any loss, damage, costs, expenses or other claims for compensation arising from any material supplied by the customer to Intellistart for the purpose of this Agreement or instructions supplied by the customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wring form, or arising from their late arrival or non-arrival, or any other fault of the customer
10.8 Except in respect of death or personal injury caused by intellistart’s negligence, or as expressly provided in this Agreement, Intellistart shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Intellistart’s, its servants or agents or otherwise) which arise out of or in connection with the provision of the services to the customer pursuant to this Agreement, and the entire liability of Intellistart’s charges for the provision of the said services, except as expressly provided in this Agreement.
10.9 Intellistart shall not be liable to the customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Intellistart’s obligations in relation to the said services, if the delay or failure was due to any cause beyond Intellistart’s reasonable control.
10.10 The statutory rights of consumers shall remain unaffected by the provisions of this Agreement.

11. Data Protection; Outsourcing.

11.1 Intellistart records processes and uses personal data of customers without requiring their specific consent only so far as such data is necessary for processing customers’ orders and for invoicing purposes. Further information is available in our Privacy Policy
11.2 The customer accepts that Intellistart will put its name on its mailing list for receipt of product information and other advertising material from Intellistart unless it informs Intellistart in writing that it does not wish to receive such material.
11.3 The customer agrees that Intellistart may outsource the management of campaigns to a third party in which case Intellistart shall be entitled to forward all data required for this purpose to the third party.

12. Miscellaneous

12.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
12.2 This Agreement shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.
12.3 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
12.4 If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
12.5 The parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

13. Important Information for Placing Order

The following information is provided to customers in compliance with EU Directive No. 2000/31/EC (the e-Commerce Directive):
13.1 The following are the steps to be taken by the customer to place and order using Intellistart’s site. Orders may only be placed in English. Orders will be acknowledged via e-mail within 3 working days from placing the order. The order steps are:

• Select the desired package
• Enter address details or, if existing customer account number/domain name and password
• Miscellaneous: enter password, where did you here about us/order software
• Finalise/confirm order/review everything/enter credit card data

13.2 The customer may check to see whether an order has been placed correctly and if necessary correct any errors in the client area.
13.3 Once an order has been placed it will be filed by Intellistart and will be accessible to the customer.
13.4 This site is owned and operated by Intellistart Ltd. A company registered in England and Wales (Co. Reg. No 11325972) whose registered office is at 15 Queen Square, Leeds, LS2 8AJ.
13.5 The customer may contact Intellistart by calling 0161 877 4888 or by writing to 15 Queen Square, Leeds, LS2 8AJ.
13.6 Intellistart’s VAT number is GB295968426.