PPC Terms & Conditions
PPC Terms & Conditions
Thank you for choosing to partner with Clueflow Ltd on your project – we’re delighted to be working with you and look forward to getting your campaigns underway.
Please read and follow this partnership agreement carefully. Our goal is to establish a collaboration built on trust, transparency, and mutual respect. This helps ensure you receive the best possible experience when working with us and allows us to deliver the strongest possible outcomes for your campaigns. In this agreement, these outcomes are referred to as the Deliverables.
This document forms a legally binding commercial agreement. Failure to comply with its terms may constitute a breach of the agreement and may entitle us to suspend services or terminate the partnership.
Both parties agree to cooperate throughout the Project and Services and to comply with all relevant legal obligations, including how data is handled, stored, and processed. Resource allocation is an important part of our collaboration and provisions relating to this are outlined below.
Your Area of Expertise
Clueflow Ltd partners with businesses across many industries and sectors. While we bring expertise in digital marketing and paid advertising, you remain the expert in your own business and industry.
You understand your products, services, customers, and market conditions better than we can. As a result, throughout our partnership we will rely on your knowledge and input to help shape and optimise our campaigns.
You agree to:
Provide materials, information, and access to relevant online systems or software required to deliver the Services outlined in the proposal.
Provide prompt approvals, feedback, and requested information in accordance with any agreed project schedule.
During the course of the project, you may also need to agree to the terms of third-party services or licences including:
advertising platforms such as Google Ads or Microsoft Ads
CMS platforms such as WordPress
analytics platforms such as Google Analytics
hosting providers and infrastructure
stock imagery or video assets
APIs or integrations.
You must comply with the licence terms of these services. If these terms are not complied with, we may suspend the Project or Services until the issue is resolved. Failure to comply may also constitute a breach of this agreement.
Our Area of Expertise
Clueflow Ltd is a digital agency specialising in PPC advertising, SEO, website design, branding, and digital marketing services.
While we apply professional expertise and industry best practices to all PPC campaigns, we cannot guarantee specific advertising results, including conversions, leads, or return on ad spend. Advertising performance depends on many factors outside our control, including market competition, ad platform algorithms, budget levels, and user behaviour.
We are not legal advisers and cannot guarantee that Deliverables comply with all applicable laws or regulations. For matters relating to legal compliance, advertising standards, or regulatory requirements, we recommend seeking independent professional advice.
Any costs relating to compliance or modifications required to meet regulatory obligations will be the responsibility of the client.
Employing Each Other’s Staff
Neither party will intentionally recruit or employ the other party’s staff or consultants involved in the project without prior written consent.
If within 12 months of working on your project you choose to employ a member of the Clueflow team or one of our consultants directly, a recruitment fee equivalent to 25% of the individual’s annual salary will be payable. This fee reflects the costs associated with recruiting and onboarding replacement talent.
This fee will be invoiced once the individual submits their notice and will be payable within 30 days.
Collaborating on PPC Services
Where our proposal includes PPC Services, you agree to:
Provide our PPC specialists with access to relevant systems including Google Ads, Google Analytics, Google Tag Manager, and Google Search Console where applicable.
Provide access to the website CMS where required to support campaign optimisation.
Provide contact details for a development partner capable of implementing technical changes where necessary. Delays caused by your development team remain your responsibility.
Allow us, where appropriate and with your approval, to modify website content or landing pages in order to improve advertising performance.
Allow us to use Client Materials for PPC campaign creation, optimisation, and advertising.
Where our proposal includes PPC audit services, you must sign off the project schedule within 30 days so that resources can be allocated accordingly.
Where we provide both website and PPC services, you may request a pause of PPC services for up to two months, subject to agreement. If agreed, our Fees will also pause for the same period.
Delays
If delays occur because you fail to provide feedback, approvals, access, or information necessary for us to perform the Services, we will attempt to accommodate these changes where possible. However, this may require adjustments to the project schedule and may delay milestones or completion dates.
If delays require the project schedule to be revised multiple times, we may charge a rescheduling fee of £1,000 + VAT to reallocate internal resources and revise timelines.
If delays occur repeatedly or cooperation breaks down, we reserve the right to terminate the agreement.
If delays prevent us from performing the Services, Fees will still be invoiced as scheduled.
Rolling Agreements – Our Terms of Business
How We Will Work Together
Our proposal outlines the Services, Deliverables, and Fees associated with the project. These terms apply to all Services provided by Clueflow Ltd unless otherwise agreed in writing.
What We Will Do
Clueflow Ltd will:
Deliver the PPC Services outlined in the proposal in a professional and collaborative manner.
Make reasonable efforts to meet any agreed KPIs where specified.
Work towards performance dates specified in the proposal.
Respond promptly to reasonable requests for updates or information.
We may subcontract certain elements of the Services to trusted partners or specialists where appropriate.
Throughout the lifecycle of your project, you will have a single point of contact within our project management team.
What You Will Do
You agree to:
Cooperate with us to enable delivery of the Services.
Provide accurate information, materials, and system access required for campaign management.
Assist in selecting appropriate keywords or targeting strategies.
Provide access to advertising accounts, analytics tools, and tracking platforms.
Allow us to communicate with third parties connected with your PPC accounts where necessary.
Pay third-party advertising costs associated with PPC campaigns.
You also permit us to showcase our work with you in our portfolio, marketing materials, and case studies.
“Client Materials” refers to all documents, assets, information, intellectual property, or other materials provided by you.
All PPC campaigns will be built and managed within your own advertising accounts, ensuring you retain ownership and full control over the campaigns.
If feedback or approvals are not provided within 14 days, we may assume approval has been granted and proceed with the Services accordingly.
Changes to Services
If you wish to modify the Services, you must notify us as soon as possible.
We will prepare a revised proposal outlining any changes to scope or Fees. Once issued, revised terms should be confirmed within 7 days.
Additional services outside the agreed scope may be billed on a time and materials basis using our current hourly rates.
We may adjust Fees at the end of each contract term with 60 days’ written notice.
Payment Terms
Payment terms are outlined in the proposal.
For ongoing PPC management services we may arrange Direct Debit payments.
Initial payments or first instalments are non-refundable, whether or not Services have begun.
If payment becomes overdue:
interest may be charged at 8% per annum, and
we may suspend Services until outstanding balances are settled.
You are responsible for reasonable costs incurred in recovering overdue payments.
Intellectual Property
During the course of providing the Services we may use both existing intellectual property and create new intellectual property.
Background Intellectual Property Rights remain the property of Clueflow Ltd.
Once Fees are paid in full, you will receive rights to the Deliverables as outlined in the proposal.
You grant Clueflow Ltd permission to reference the Deliverables internally for training, portfolio, and marketing purposes.
Resolving Issues
If you are unhappy with the Services, please notify us so that we can work together to resolve the issue.
If disputes arise, both parties agree to attempt resolution through negotiation before pursuing legal action.
This agreement is governed by the laws of England and Wales, and disputes fall under the jurisdiction of the English courts.
Our total liability is limited to the Fees paid in the preceding 12 months, and we are not liable for indirect losses such as lost profits, lost revenue, or loss of data.
Termination
PPC services operate on a 3-month rolling contract term.
To terminate the agreement before renewal, at least 60 days’ written notice must be provided before the end of the current term.
If notice is not received within this period, the agreement will automatically renew for the next term.
Either party may terminate the agreement with 30 days’ notice if the other party is in serious breach of its obligations.
Immediate termination may occur if either party becomes insolvent.
Upon termination:
Services will cease immediately
outstanding invoices become payable
non-perpetual licences will end
Client Materials will be returned where appropriate once all fees are settled.
Formal notices should be sent by email and will be deemed effective at 6pm on the next business day following dispatch.
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