Terms of Service

Remember, the summaries of the terms are provided for convenience only. They will not have any effect on the interpretation of our Agreement and will not be legally binding on us or you. We recommend that you read the Agreement because it sets out all of the terms in full.

Last Updated February 2022

Please read these Conditions carefully before proceeding. 

 

These Conditions are entered into on the Effective Date between you and PPC Protect Limited, with company number 10359736 and registered office at The Strawberry Fields Digital Hub, Euxton Lane, Chorley, United Kingdom, PR7 1PS (we, us, PPC and our). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

TL:DR

Summary: Words have meanings - for example, a person can also be a company. The rest of this document uses the words defined here.

1. INTERPRETATION

1.1           Some of the words and phrases in these Conditions have specific meanings. They are capitalised and explained in Annex A.

1.2           In these Conditions, unless the context otherwise requires:

1.2.1       the words ‘include’, ‘including’ or ‘for example’ do not limit something to just the examples that follow;

1.2.2       any reference to a specific law or regulation includes that law or regulation as amended, replaced or extended;

1.2.3       any reference to a ‘party’ or one of us includes that party’s personal representatives, successors and permitted assigns;

1.2.4       any reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; and

1.2.5       any headings, summaries or notes (including those included in any Order Form) are included for convenience. They will not have any effect on the interpretation of our Agreement and shall not be legally binding on either party.

TL:DR

Summary: Your Order Form takes priority, then our DPA and then these Conditions.

2. APPLICATION OF THESE CONDITIONS

2.1           These Conditions apply to and form part of our Agreement between you and us. They take precedence over any terms and conditions of supply previously supplied by you or us. You acknowledge and agree that you have read, understood and agree to each of the sections and documents listed above that form our Agreement. We recommend that you retain a copy of these Conditions.

2.2           If there is a conflict between any of the documents in the Agreement or the  DPA (with respect to the processing of Protected Data), the order of precedence shall be the Order Form, the DPA and then the rest of these Conditions.

TL:DR

Summary: Your contract term is as agreed in the Order Form. After that, it will renew unless you give us notice.

3. TERM AND TERMINATION

3.1           The Agreement starts on the Effective Date and will carry on until the expiry of the Initial Service Term. The Agreement shall be automatically renewed for Additional Service Term periods after the expiry of the Initial Service Term, unless the Agreement is terminated earlier by either party giving the other written notice of not less than thirty (30) days prior to the end of the then current term (whether it be the Initial Service Term or the Additional Service Term), to expire at the end of the then current term.

3.2           We may terminate this Agreement in whole or in part immediately by giving the other party written notice if you:

3.2.1       breach this Agreement;

3.2.2       suffer an Insolvency Event; or 

3.2.3       by giving you written notice to terminate if you do not pay what you owe us under our Agreement or any other contract that you have entered into with us on due date for payment.

TL:DR

Summary: We’re a legal business, you’re a legal business, and you’ll use our platform in line with these Conditions.

4. SERVICES AND SUPPORT

4.1          During the Term, we agree to supply and you agree to purchase, access and use the Services on the terms set out in our Agreement.

4.2          We confirm we are a legal entity, authorised to agree our Agreement and provide the Services and access to and use of the PPC Package.

4.3          You confirm you are legally set up as a business, authorised to agree our Agreement and carry out your responsibilities under it.

4.4          We will use reasonable endeavours to:

4.4.1      provide the Services with reasonable skill and care;

4.4.2      provide you with access to the PPC Package in accordance with the terms of our Agreement; and

4.4.3      comply with Law applicable to us.

4.5          We shall own and retain all right, title and interest in and to:

4.5.1      the Services and Software, all improvements, enhancements or modifications thereto;

4.5.2      software, applications, inventions or other technology developed in connection with Services or support; and

4.5.3      all Intellectual Property Rights related to any of the foregoing.

TL:DR

Summary: You’ll provide us with the data that our system requires to function. You won’t perform illegal activities through our system, and if you do we may terminate your account without liability.

5. RESTRICTIONS AND RESPONSIBILITIES

5.1          You will:

5.1.1      perform your obligations in accordance with the terms of our Agreement;

5.1.2      at all times comply with the PPC Policies;

5.1.3      pay the Charges for the Services;

5.1.4      access and use the Services (based on the PPC Package chosen) in the manner set out in clause 11;

5.1.5      tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for the Services and technical and billing matters (“Customer Contact”). We may however accept instructions from a person who we reasonably believe is acting with your authority;

5.1.6      cooperate with us and comply with any reasonable requests we make to help us provide any Service;

5.1.7      provide us with Customer Material, Customer Data and any information, documents, materials, data or other items reasonably required by us, without undue delay, and you will make sure the same is accurate, up-to-date and complete;

5.1.8      connect your advertising accounts to our system, from which we will be able to extract information for the performance of our obligations under this Agreement. You acknowledge and agree that this is a key dependency of our Agreement and we will not be liable to you for any failure to perform the Services under our Agreement due to a failure by you to perform such dependencies;

5.1.9      inform us in a timely manner of any matters which may affect our performance of the Services;

5.1.10    obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services for your benefit, and otherwise comply with our obligations under our Agreement;

5.1.11    comply with Law, and make sure that your Representatives do as well;

5.1.12    prevent any unauthorised access to, or use of, the Services or Deliverables and, in the event of any such unauthorised access or use, promptly notify us;

5.1.13    be responsible for your network connections, telecommunications links, systems and hardware and all problems, conditions, delays and delivery failures arising from or relating to them;

5.1.14    promptly complete any preparation activities that we may request to enable you to receive any Service;

5.1.15    be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, (including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, “Equipment”);

5.1.16    maintain the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account with or without your knowledge or consent);

5.1.17    comply with any of your additional or special responsibilities and obligations agreed between us from time to time; and

5.1.18    not do (or permit any person to do) anything that is likely to adversely interfere with our business, systems or operations, nor shall you transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware, ransomware or any other harmful programs or similar computer code designed to adversely affect the operation of any of our computer software, hardware or IT networks or systems.

5.2          You will indemnify us and keep us indemnified and hold us harmless from and against any damages, losses, liabilities, settlements and expenses (including, without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing, this Agreement or otherwise from your use of Services. Although we are under no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services we believe may be (or alleged to be) in violation of the foregoing.

TL:DR

Summary: Our intellectual property is ours, and yours is yours.

6. INDEMNITY AND INTELLECTUAL PROPERTY

6.1          All Intellectual Property Rights in and to the Services (including, among other things, in all associated documentation, applications and data other than Customer Data) belong to and shall remain vested in us or the relevant third party owner.

6.1.1      We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that any Service infringes or misappropriates such third party’s Intellectual Property Rights (an “Infringement Claim”), and will indemnify you from any damages, losses, liabilities, settlements, penalties, fines, attorney fees and costs awarded against and paid by you as a result of, or for amounts paid by you under a settlement approved by us in writing of, an Infringement Claim, provided you (a) promptly give us written notice of the Infringement Claim, (b) give us sole control of the defence and settlement of the Infringement Claim (except that we may not settle any Infringement Claim unless it unconditionally releases you of all liability), (c) refrain from entering into any settlement or compromise of any such Infringement Claim without our written agreement, (d) use all commercially reasonable endeavours to mitigate any loss, damage or costs related to the Infringement Claim, and (e) give us all reasonable assistance and information, at our expense. If we receive information about an infringement or misappropriation claim related to a Service, we may in our discretion and at no cost to you (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching our warranties under these Conditions, (ii) replace infringing parts of the Services with non-infringing parts, (iii) obtain a license for your continued use of that Service in accordance with this Agreement, or (iii) terminate your subscriptions for that Service upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Infringement Claim; (II) an Infringement Claim arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by us, if the Services or use thereof would not infringe without such combination; (III) an Infringement Claim arises from Services under an Free Trial or other provision of Services from us for which there is no charge; or (IV) an Infringement Claim arises from (A) content, a Non-PPC application or service or your breach of this Agreement, the Documentation or applicable other documents, (B) use of any Services  otherwise than in accordance with our Agreement, (C) Customer Data and/or Customer Materials, (D) any breach of our Agreement by you.

6.2          If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and your rights hereunder.

6.3          This clause 6 is your exclusive remedy and our entire liability in respect of any Infringement Claim.

TL:DR

Summary: Sometimes, things out of our control can happen - like global internet outages or the dinosaurs coming back from the dead. When they do, we’re not liable for the impact of the downtime.

7. DELAYS AND WHEN WE ARE NOT TO BLAME

7.1          We shall use reasonable efforts to provide the Services and provide the chosen PPC Package in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.

7.2          If any Services, in whole or in part, cannot be provided by us on a timely basis for reasons caused in whole or part by: (a) you, your Representatives and/or any of your subcontractors; (b) anyone other than us, our Affiliates or suppliers doing something, or not doing something, they need to do; (c) a Force Majeure Event; (d) or restriction or prevention by applicable Law, a court order, an application for interlocutory relief or injunction, then:

7.2.1      we shall have no liability for Losses that are attributable to any of those circumstances and/or events;

7.2.2      we shall be entitled to reimbursement of costs caused to us due to those circumstances and/or events; and

7.2.3      any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).

TL:DR

Summary: We’ll support you to the best of our ability. You’ll let us know if you’re aware of anyone using your account(s) that shouldn’t be and you won’t use our Service to send users to malicious or illegal content.

8. SERVICES AND SUPPORT

Operation of the Services

8.1          With effect from the Effective Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-transferrable, non-assignable, non-sub-licensable, revocable, limited and personal right to allow Authorised Users to use the Services under the chosen PPC Package during the Term for the Permitted Purpose.

8.2          You acknowledge that the provision of the Services does not include any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications and data transmission charges incurred by you in connection with use of the Services).

8.3          You will:

8.3.1      inform us immediately if an Authorised User’s ID or password has, or is likely to, become known to an unauthorised person, or is being or may be used in an unauthorised way;

8.3.2      prevent unauthorised access to the Services;

8.3.3      satisfy our security checks if a password is lost or forgotten;

8.3.4      change any or all passwords or other systems administration information used in connection with the Services if we request you to do so in order to ensure the security or integrity of the Services;

8.3.5      distribute, manage and maintain access profiles, passwords and other systems administration information relating to the control of Authorised Users’ access to the Services; 

8.3.6      not perform scans or electronic testing of any kind on Services, our networks, and our servers including, without limitation, vulnerability scanning or testing, penetration scanning or testing or any other type of scanning or testing of Services, our networks, and our servers;

8.3.7      ensure the security and proper use of all valid Authorised User access profiles, passwords and other systems administration information used in connection with the Services;

8.3.8      not allow anyone other than an Authorised User to use the Services; and

8.3.9      not use the platform to hide links to phishing sites, or otherwise mask URLs or click destinations for the purposes of phishing, malvertising, fraud or other illegal purposes.

8.4          In respect of the Services, on and from the Go-Live Date, we:

8.4.1      will use commercially reasonable efforts to make the Services accessible to Authorised Users 24-hours per day, 7 days a week, excluding downtime for Maintenance. We will use reasonable endeavours to carry out Maintenance to PPC Packages on Wednesday afternoons (GMT) and to inform you (where possible) before any Maintenance, however you agree that: (a) we may inform you with less notice than normal or no notice where emergency Maintenance is required; and (b) that emergency Maintenance may need to be performed during business hours; and

8.4.2      will be entitled to modify the features and functionality of Services (for examples, patches, bug fixes or to add functionality) in our sole discretion (and without following the process set out in clause 9)  provided that any such modification or addition shall not result in any material adverse reduction in the features, functionality, characteristics or performance of the Services. For the avoidance of doubt, before giving you access to any additional functionality in the Services, we may amend the Charges with your written consent beforehand. If the both us cannot agree the revised Charges, you will not be given access to the new functionality unless we tell you otherwise.

 

Technical Support Services

8.5          We will use reasonable endeavours to provide the Technical Support Services from 9:00am to 5:30pm GMT on Business Days (Support Hours).

8.6          You may initiate a helpdesk ticket by calling +44(0)1204 235 288 or using the in-app live chat during our Support Hours. You may also email help@ppcprotect.com inside our outside of our Support Hours.

8.7          Subject to clauses 8.9 and 8.10, we will use commercially reasonable efforts to respond to all helpdesk tickets submitted in accordance with clause 8.6 within a maximum of one (1) business day.

8.8          We have no obligation under our Agreement to provide any maintenance, support or other technical services relating to the Services.

8.9          We will have the right to prioritize technical Service support requests / helpdesk tickets. For the avoidance of doubt, all such requests or tickets submitted to us under a paid for agreement shall take priority over any requests or tickets submitted under a Free Trial or other provision of the Services free of charge.

8.10        Notwithstanding anything else in the Agreement, where the Services are provided free of charge or under a Free Trial, the Technical Support Services will be provided as-is and as-available without any assurances or guarantees.

8.11        We reserve the right to cease providing Technical Support Services.

 

Service Level Terms

8.12        We will use reasonable efforts to ensure that the Services are available 99.997%, measured monthly, excluding holidays and weekends, Force Majeure Events and for scheduled maintenance.

8.13        If you requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other Force Majeure Events will also be excluded from any such calculation.

8.14        Your sole and exclusive remedy, and our entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, we will credit you 5% of the Charges for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as you (with notice to us) recognizes that downtime is taking place, and continues until the availability of the Services is restored.

8.15        In order to receive downtime credit set out in condition 8.14, you must first notify us in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Charges in any one (1) calendar month in any event.

8.16        We will only apply a credit to the month in which the incident occurred.

8.17        Our blocking of data communications or other Service in accordance with the PPC Policies or other policies shall not be deemed to be a failure by us to provide adequate service levels under this Agreement.

8.18        These Service Level Terms are applicable only to the system “intake funnel” (the system which processes ad clicks) and the “dashboard” (the system which reports on processed user data).

 

Acceptable use of the Services

8.19        As a condition of use of the Services, you agree not to use the Services nor permit it to be used:

8.19.1    for any purpose that is unlawful under any applicable Law or prohibited by our Agreement;

8.19.2    to commit any act of fraud;

8.19.3    to distribute any virus, disabling code (including code intended to limit or prevent any use any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware);

8.19.4    to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;

8.19.5    to attempt to circumvent any security controls or mechanisms;

8.19.6    to attempt to circumvent any password or user authentication methods of any person;

8.19.7    in any manner inconsistent with our Agreement or the Documentation; or

8.19.8    in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in our Agreement.

8.20        Subject to clauses 8.24 to 8.26, you can provide the reports and other outputs from the Services to your auditors and regulators as required by law, rule or other practice, provided that you understand and agree that you are responsible for: (a) independent review and verification of the accuracy, content and underlying assumptions of any data, reports and other outputs derived, extracted or other exported from the Services and determination of the suitability of such output for your purposes with a view to supporting your regulatory or other supervisory purposes; and (b) adoption of the data, reports and other outputs as your own information; and (c) interpretation of and compliance with any of your regulatory and supervisory requirements.

8.21        You acknowledge that:

8.21.1    neither we nor our third party providers control your equipment or the transfer of data over communications facilities (including the Internet);

8.21.2    the Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of those communications facilities;

8.21.3    we and our third party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from the interruptions described in clauses 8.21.1 and 8.21.2; and

8.21.4    the accuracy of the reports and other outputs generated by the Services are dependent on the accuracy, validity and integrity of Customer Data, as well as any Third Party Data used.

8.22        You hereby acknowledge and agree that we cannot, therefore, guarantee:

8.22.1    that any communications component(s) or output of the Services will be available to you at all times or free from faults or interruptions;

8.22.2    the receipt by any intended recipient of any message and/or other form of communication sent using any relevant communications component(s) of the Services (as applicable); or

8.22.3    the retrieval by any intended recipient of any message and/or other form of communication using any relevant communications component(s) of the Services (as applicable).

8.23        You also acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise):

8.23.1    that the operation of the Services shall not be subject to errors or defects (of any form); or

8.23.2    that the Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Compatibility Requirements.

 

Third Party Data

8.24        Although we obtain Third Party Data from sources we believe to be reliable, receipt and use of the Third Party Data by you is ‘as-is’. We do not make any warranty or representation (whether express or implied), to you or any other person or entity as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purposes of any Third Party Data.

8.25        Subject to clause 8.24 and to the fullest extent permitted under applicable Law, we disclaim any and all liability with regard to your use of and reliance on any Third Party Data.

8.26        You acknowledge and accept:

8.26.1    your use of Third Party Data may be subject to the requirements imposed by the relevant Third Party Data provider from time to time (including, requirements regarding attributions and limitations on the use of the relevant Third Party Data) and you agree to comply with those requirements;

8.26.2    that access to some Third Party Data may be subject to approval by the relevant Third Party Data provider and/or the direct grant of a licence to you. Where any Third Party Data provider requires you to enter into a direct agreement with them in respect of the Third Party Data you will supply us with a copy of such licence within 15 days of execution;

8.26.3    that we may be required by a Third Party Data provider to provide details of your use and each Authorised User’s  use of the Third Party Data and you agree that we may pass all information concerning your and the each Authorised User’s use of the relevant Third Party Data without notice;

8.26.4    all Third Party Data is proprietary to the Third Party Data provider that supplies it (and/or its licensors). Unless otherwise agreed with the Third Party Data provider, Third Party Data cannot be redistributed and is provided only for your internal use in conjunction with the PPC Package; and

8.26.5    certain types of misuse or misappropriation of Third Party Data may cause a Third Party Data provider irreparable harm, with respect to which such Third Party Data provider may be entitled to injunctive or other equitable relief.

TL:DR

Summary: The Services provided under the Agreement are provided “as-is”. If you ask us to do work outside the Agreement we might charge you for it (but will make you aware first).

9. CHANGE CONTROL

9.1          Where you or we see a need to change our Agreement or any of the Services, we may at any time request, and you may at any time recommend, such Change and a Change Request shall be submitted by the one of us requesting/recommending (as applicable) the Change to the other. Such Change shall be agreed only once the Change Request is agreed by both of us. For the avoidance of doubt, if the Change affects the agreed Charges, we may amend the Charges to reflect the Change.

9.2          Except as set out elsewhere in our Agreement, until such Change is made in accordance with clause 9.1, both of us shall, unless otherwise agreed in writing, continue to perform our Agreement in compliance with its terms prior to such Change.

9.3          Any discussions which may take place between us in connection with a request or recommendation before the authorisation of a resultant Change shall be without prejudice to the rights of either of us.

9.4          In spite of clauses 9.1 to 9.3:

9.4.1      we may make changes to the Services as set out in clause 8.4.2; and

9.4.2      at any time, if we undertake work at your request that is not part of our Agreement (e.g. any work pursuant to a Change Request where we each have not agreed it or work that is otherwise outside the scope of Services), such work shall be deemed to be Services under the Agreement which you agree to pay us for on a time and materials basis, calculated per hour in accordance with our then current rates.

TL:DR

Summary: Our fees are non-refundable once the Order Form is signed. If you go over your protect ad spend limit, additional payments will be necessary. We may provide a quote and ask if you would like to upgrade or pause protection for the remainder of the billing period.

10. FEES

10.1        At our discretion, we may offer a Free Trial or other provision of the Services from us to you for which there is no charge. Any offer of a Free Trial may be withdrawn at any time.

10.2        Unless subject to a Free Trial or other free of charge provision of the Services, our Charges will be calculated in accordance with our scale of charges in force from time to time, set out in an Order Form, and shall be non-refundable at all times. Any amount set forth online or in our advertising materials is solely a good-faith estimate for your budgeting and our resource-scheduling purposes, and is not a guarantee that the work will be completed for that amount. The actual amount may be higher or lower. If the estimated amount is expended, we will continue to provide Services under the same rates and terms. We will periodically update you on the status of the Services when we apply a time-and-materials fee.

10.3        If your use of the Services exceeds the Service Capacity or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be quoted for such usage and agree to pay the additional fees in the manner provided herein.

10.4        The amounts payable by you under our Agreement are exclusive of VAT. Where it applies, you will pay us VAT (at the prevailing rate when the payment is due to be made by you) on the sums payable under our Agreement. To avoid doubt, we may vary the Charges at any time to take account of any change in VAT and all other taxes during the Term.

10.5        We will be entitled to be reimbursed by you for all out-of-pocket expenses (including travelling but not parking fines or road traffic offence fines) incurred by us or any of our personnel in the proper provision of the Services, subject to the production of corresponding receipts and we will include those expenses on our invoices.

10.5.1    We may increase the Charges and to institute new charges or fees at any time following the expiry of the Initial Service Term or the then-current Additional Service Term, by giving you not less than 30 Business Days’ notice in writing (including email) provided that the increase does not exceed the percentage increase in prices as identified by the All Items Retail Prices Index (as published by the UK Office for National Statistics or, failing such publication, such other index as we determine in good faith most closely resembles such index) (RPI)  from the date which  is 12 months prior to the date of our notice of the Charges increase less one day to the date of our notice of the Charges increase less one day plus 10%. If the RPI figure is negative, we will only increase the Charges by 10%.

TL:DR

Summary: We’ll bill you via invoice unless agreed otherwise. You’ll pay on time so that we can put food on the table for our families. If you don’t pay on time, we might charge you interest. If you are liable for withholding taxes on payments to us, we can invoice you more so the amount we receive is equal to the originally agreed amount.

11. PAYMENT OF FEES

11.1        Unless otherwise agreed with you in the Order Form:

11.1.1    we will invoice you:

11.1.1.1                annually in advance for Services set out in the Order Form on a fixed fee basis dependant on the Initial Service Term and the Order Form details, commencing on the Effective Date and each anniversary of that date; and

11.1.1.2                for any Charges for investigating Incidents that you report to us where we find no Incident or that the Incident is caused by something for which we are not responsible under our Agreement or any other Charges incurred by us; and

11.1.2    you will pay each of our invoices:

11.1.2.1                within 30 days of our invoice date;

11.1.2.2                to the bank account nominated by us; and

11.1.2.3                in full and in clear funds, without deduction or set-off.

11.2        If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared. Inquiries should be directed to our customer support department.

11.3        If you do not pay any of our invoices by the due date, without limiting our other rights, we may:

11.3.1    charge you interest on the unpaid amount at 4 per cent a year above the Bank of England’s base rate from time to time in force (or if the Bank of England’s base rate drops below zero, then at 4 per cent (4%) a year). That interest will compound on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgement; and

11.3.2    restrict or suspend the Services and/or your right to access and use the Services under clause 18.

11.4        You will pay  us any reasonable costs that we incur when recovering any amount you owe us.

11.5        We may on giving you written notice reduce the number of days you have to pay each invoice:

11.5.1    where:

11.5.1.1                you issue a profit warning; or

11.5.1.2                any credit agency reduces your credit rating; and

11.5.1.3                we reasonably consider that this will affect your ability to pay our invoices.

11.6        As part of our credit management procedures, we may at any time:

11.6.1    require you to pay a deposit, pay the Charges in advance, or provide a guarantee as security for payment of future invoices by the means requested by us; and

11.6.2    carry out a credit check on you. You will provide us or our agents with any information we or they may reasonably require for this.

11.7        Where applicable, you are liable for any Withholding Taxes on payments to us, so that the net amount we receive is not less than the amount invoiced to you.

11.8        If you do not agree with something in an invoice we send you:

11.8.1    before you have made payment, you will give us written notice within 7 days after the date of the invoice; and

11.8.2    after you have made payment, you will give us written notice of that dispute within six months after the date of the invoice.

11.9        We will both settle an invoice dispute in accordance with clause11.8 and you will pay the amount we both finally agree on within five days of both of us agreeing it. You will always pay the undisputed amount of an invoice on the due date for payment.

11.10     We may still charge you interest in accordance with clause 11.1.2.3 for any amount that we both agree is payable under clause 11.9

TL:DR

Summary: You retain all rights to your customer data / ad data. You won’t use our IP for anything without our permission, and agree to have enough software licenses to cover your needs. We can use your logo in marketing materials, as well as your brand name.

12. CUSTOMER DATA & ASSET USAGE

12.1        All Intellectual Property Rights in and to the Services and chosen PPC Package (including in the Documentation, Description, Deliverables, the PPC Package Code and all PPC Provided Materials ) belong to and shall remain vested in us or our licensors (the PPC IPR).

12.2        Otherwise to the extent specifically agreed by us or allowed by applicable Law, you may not (nor permit others) to at any time:

12.2.1    use the PPC IPR for any purpose other than that permitted by our Agreement;

12.2.2    access all or any part of the PPC IPR in order to build a product or service which competes with all or any part of the PPC IPR; or

12.2.3    license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any part of the PPC IPR available for the benefit of third parties.

12.3        You grant to us and our Affiliates a worldwide, royalty-free, transferable, non-exclusive right and licence, to:

12.3.1    use you logo and brand name for the following purposes:

12.3.1.1                to place on our website, and associated marketing collateral, with the intention of informing viewers that you are a present or past client, or a present or past trial user of our Services; or

12.3.1.2                to produce a press release detailing that you are now a customer, should we wish to do so,

12.3.2    use, copy, host, store, display, modify, adapt and reproduce Customer Materials and Customer Data and develop derivative works for the purposes of providing the Services and the PPC Package for your benefit or otherwise to exercise our rights, remedies and obligations under our Agreement; and

12.3.3    where necessary, sub-licence (or otherwise make available) Customer Materials and Customer Data to any subcontractors used by us, but only as required for the provision of the Services and the PPC Package.

12.4        You will:

12.4.1    obtain and maintain all necessary licences and consents required for us and you to use Customer Materials and Customer Data, any Third Party Data in respect of which you have a direct licence with the relevant Third Party Data provider and otherwise as necessary for us to report to Third Party Data providers about your use and each Authorised User’s use of Third Party Data; and

12.4.2    be solely responsible for the population, accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Customer Materials and Customer Data in the use of the Services.

12.4.3    Furthermore, you agree that we may use your logo and brand name mentioned previously, alongside anonymized aggregate data from your PPC account (limited to “Amount Saved”, “Percent Saved”, “Invalid Traffic Rate” and “Traffic Quality Improvement”), for the purposes of producing a case study within three (3) months of the date of this Agreement. You agree to provide one quote for use in this case study. Said case study will be sent to you for approval prior to publishing.

12.5        You acknowledge and agree that:

12.5.1    we will not be liable for any errors or inaccuracies in Customer Materials and Customer Data or any changes or modifications to Customer Materials and/or Customer Data by us due to your instructions; and

12.5.2    we will not be held responsible in any way for any Intellectual Property Right infringement, the violation of any other person’s rights or the violation of any laws, arising out of or related to Customer Materials and/or Customer Data.

12.6        You warrant, undertake and represent to us that:

12.6.1    all licences and consents have been and shall be obtained and maintained in respect of the Customer Materials, Customer Data and any Third Party Data in respect of which you have a direct licence with the relevant Third Party Data provider while we have a need to use them for the purposes of our Agreement; and

12.6.2    Customer Materials, Customer Data and any other material provided by you to us, shall not infringe the rights of any third party (including any Intellectual Property Rights).

12.7        We may use any feedback and suggestions for improvement relating to the Services  provided by you without charge or limitation. You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in such feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time the feedback is first provided to us.

12.8        Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and the PPC Package and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.

TL:DR

Summary: We both agree to the DPA. You’re responsible for updating your privacy notices on your website.

13. PERSONAL DATA

13.1        Each of us agrees to its respective obligations, and may exercise its respective rights and remedies, set out in the DPA.

13.2        As a data controller (as defined in the Data Protection Laws) of any personal data under this Agreement, you warrant and undertake that you have obtained any and all appropriate consents as required under Data Protection Laws for us to provide the Services (which may including the processing of personal data on your behalf), including but not limited to issuing appropriate privacy notices to all data subjects concerned.

TL:DR

Summary: You retain all ownership over your data. We’ll protect it through technological means, and delete it when you ask us to.

14. YOUR DATA

14.1        Customer Data will remain your property.

14.2        You shall own all rights, title and interest in and to the Customer Data.

14.3        Except to the extent that we have direct obligations under Data Protection Laws, you acknowledge that we have no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. You shall ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that your use (including use in connection with the Services) complies with all applicable Laws and Intellectual Property Rights.

14.4        We agree to use:  (i) firewalls and other technology generally used in the trade to prevent unauthorised third party access to our computer systems storing Customer Data; and (ii) available encryption technology generally used in the trade to prevent unauthorised third party access to Customer Data transmissions. However and regardless of any other terms of our Agreement, we will not be liable to you in the event that:  (i) our use of firewalls and other technology generally used in the trade fails to prevent unauthorised third party access to Customer Data; or (ii) our use of encryption technology generally used in the trade fails to prevent unauthorised third party access to Customer Data transmissions. Nothing in this clause will constitute a representation or warranty by us that Customer Data storage or transmission will be inaccessible to unauthorised third parties.

14.5        If we receive any request for disclosure of Customer Data by a law enforcement authority, we will, unless prevented by law:

14.5.1    notify you prior to making any such disclosure in order to enable you to take such steps as you deem reasonably necessary in order to maintain the confidentiality of Customer Data; and

14.5.2    agree the timing and exact content of any such disclosure with you in advance of it being made.

14.6        We will back up Customer Data in accordance with our Back-Up Policy (if applicable). In the event of any loss or damage to Client Data, as your exclusive remedy and our entire liability, we will restore Customer Data that has been lost or damaged the latest back-up of such Customer Data maintained by the us. We will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (excluding our subcontractors).

TL:DR

Summary: We’ll both keep private information shared between us. If we’re not sure on something relating to confidential information, we’ll ask each other.

15. CONFIDENTIALITY; PROPRIATARY RIGHTS

15.1        We will both keep all Proprietary Information confidential and neither of us will disclose it, unless one of us needs to do that:

15.1.1    to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives and Representatives of its Affiliates and, for us only, our subcontractors and suppliers, who need to know about the Proprietary Information; or

15.1.2    because applicable Law, a government or regulatory authority, or court of competent jurisdiction says it has to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.

15.2        The Receiving Party:

15.2.1    agrees not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information

15.2.2    agrees to take reasonable precautions to protect such Proprietary Information; and

15.2.3    will ensure that the people it discloses the information to in accordance with clause 15.1 comply with this clause 15.

15.3        Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Proprietary Information in breach of this clause 15.

15.4        To the extent any Proprietary Information is Protected Data, such Proprietary Information may be disclosed or used only to the extent such disclosure or use does not conflict with the DPA.

15.5        This clause 15 will continue for the Term and for a period of five (5) years following the Term. 

15.6        Notwithstanding anything to the contrary, we shall have the right collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and our other  offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

TL:DR

Summary: We have suitable insurance, you have suitable insurance.

16. INSURANCE

16.1        Each of us will maintain, at its own expense during the Term, insurance appropriate to its obligations under our Agreement.

TL:DR

Summary: We both have procedures in place to make sure our staff can’t bribe yours, and your staff can’t bribe ours.

17. ANTI-BRIBERY

17.1        The expressions adequate procedures and associated with shall have the meanings set out in the Bribery Act 2010 and legislation or guidance published under it.

17.2        Each of us will comply with the Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

17.2.1    all of that party’s personnel;

17.2.2    all others associated with that party; and

17.2.3    all of that party’s sub-contractors;

involved in performing our Agreement also comply.

17.3        Without limiting clause 17.2, neither of us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

17.4        Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 17.

TL:DR

Summary: If you don’t pay your invoice, or do something illegal, we can suspend your account.

18. RESTRICTING OR SUSPENDING A SERVICE

18.1        We may restrict or suspend any Service and/or your access to and/or your right to use the chosen PPC Package if:

18.1.1    you do not pay us any sums under our Agreement on time and in the way described in clause 11;

18.1.2    if you do not pay what you owe us under any other contract that you have entered into with us, as set out in that other contract; or

18.1.3    to implement a Change under clause 9.

18.2        We may restrict or suspend any Service and/or your access to PPC Packages if:

18.2.1    if we need to do Maintenance; or

18.2.2    if we need to or reasonably believe we need to in order to protect the integrity or security of our Network, the PPC Package or any of the Services.

18.3        If we decide to restrict or suspend the Services for any of the reasons in clause 18.1, we will let you as soon as we reasonably can.

TL:DR

Summary: If your account is terminated you’ll lose access immediately and we’ll destroy your data.

19. CONSEQUENCES OF TERMINATION

19.1        On termination of our Agreement for any reason:

19.1.1    your right to receive the Services will cease immediately;

19.1.2    it will not affect any rights that either of us have up to that point;

19.1.3    you shall immediately pay us all our outstanding invoices and interest and the Termination Charges;

19.1.4    we will invoice you for all Services performed and access to the Services but not yet invoiced and payment for such invoices shall be due immediately on receipt by you;

19.1.5    provided you are up to date in the payment of all Charges, you may request with 14 days of termination of our Agreement that we provide you with a copy of any Customer Data subject to you paying us all outstanding Charges and on a time and material basis at our then current rates for the provision of Customer Data;

19.1.6    each of us will return or destroy any of the other’s Proprietary Information within a reasonable time (except for any Proprietary Information which it is necessary for a party to keep in order to comply with applicable Law); and

19.1.7    any part of our Agreement which expressly or by implication is intended to survive termination or expiry will do so.

19.2        On termination of our Agreement:

19.2.1    for any reason your right to access and use the Services shall cease immediately;

19.2.2    for any reason other than where clause  19.2.3 applies, your right to use the Services in accordance with the terms of our Agreement shall continue (such as, with regard to use restrictions)

19.2.3    where we terminate our Agreement under clause 19, your right to access and use the Services will cease immediately. In such circumstances and where you are licensed to use the Services, you must stop using and uninstall all PPC Packages or Services and destroy and delete or, if requested by us, return any copies of PPC Package and the Documentation.

19.3        Upon any termination, you will make all Customer Data available to us for electronic retrieval for a period of thirty (30) days, and thereafter we may delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

TL:DR

Summary: We’re not liable for events outside of our control. If you find something wrong, you’ll tell us as soon as possible.

20. WARRANTY AND DISCLAIMER

20.1        TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE (UNDER ANY LEGAL THEORY, INCLUDING NEGLIGENCE) FOR ANY BREACH, DELAY OR DEFAULT IN THE PERFORMANCE OF OUR AGREEMENT TO THE EXTENT THE SAME (OR THE CIRCUMSTANCES GIVING RISE TO THE SAME) ARISES OR WAS CONTRIBUTED TO BY ANY FORCE MAJEURE EVENT.

20.2        NO CLAIM UNDER OUR AGREEMENT MAY BE BROUGHT AGAINST US MORE THAN 12 MONTHS AFTER YOU DISCOVERED THE BASIS FOR THE CLAIM.

20.3        YOU ACKNOWLEDGE THAT THE SERVICES AND ANY APPLICATIONS PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OR OTHER OBLIGATION. WE EXCLUDE FROM OUR AGREEMENT, AS FAR AS THE LAW ALLOWS, ANY WARRANTIES, CONDITIONS OR OTHER TERMS THAT MIGHT BE IMPLIED BY STATUTE OR COMMON LAW (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NONINFRINGEMENT).

20.4        YOU ACKNOWLEDGE THAT WE PROVIDE NO REPRESENTATIONS OR WARRANTIES TO YOU AND HAVE NO OBLIGATION (HOWSOEVER ARISING, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) TO ENSURE THE SERVICES AND ANY RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES:

20.4.1    ARE UNINTERRUPTED OR ERROR FREE;

20.4.2    ARE AVAILABLE, UP-TO-DATE OR MAINTAINED;

20.4.3    ARE COMPATIBLE OR OPERATE CORRECTLY WITH ANY PARTICULAR SOFTWARE, HARDWARE OR OTHER SYSTEMS;

20.4.4    ARE SECURE; OR

20.4.5    MEET YOUR NEEDS (WHETHER OR NOT SUCH NEEDS HAVE BEEN COMMUNICATED TO US).

20.4.6    Subject to clause 21.1, all warranties, conditions, terms, undertakings or obligations whether express or implied and including, without limitation, any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

20.5        This clause 20 shall survive the termination or expiry of our Agreement.

TL:DR

Summary: We do not exclude liability for anything which cannot be limited or excluded by law. Our maximum liability under these Conditions is set out here.

21. LIMITATION OF LIABILITY

21.1        NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR DEATH, PERSONAL INJURY OF A PERSON OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR HELD LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED OR IN CONNECTION THERETO UNDER ANY CONTRACT, TORT, (INCLUDING NEGLIGENCY OR BREACH OF STATUROTY DUTY) NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENCE), RESTITUTION OR OTHER THEORY, WHETHER DIRECT OR INDIRECT:

(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;

(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING, BUT NOT LIMTIED TO, LOSS OF PROFIT, REVENUE OR ANTICIPATED SAVINGS; LOSS OF BUSINESS OR CONTRACTS; LOSS OF GOODWILL; LOSS FROM WASTED EXPENDITURE, WASTED TIME OR BUSINESS INTERRUPTION; LOSS, DESTRUCTION OR CORRUPTION OF DATA);

(C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING FORCE MAJEURE EVENTS; OR

(D) ANY LIABILITY TO THIRD PARTIES UNLESS A CLAUSE IN OUR AGREEMENT SAYS SOMETHING DIFFERENT.

21.2        SUBJECT TO CLAUSE 21.1 , OUR TOTAL LIABILITY TO YOU UNDER OR IN CONNECTION WITH OUR AGREEMENT, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, OR IN ANY OTHER WAY, WILL BE LIMITED TO, WHERE THE FIRST INCIDENT OCCURS:

21.2.1    IN THE FIRST 12 MONTHS OF OUR AGREEMENT WHICH DOES NOT INCLUDE A FREE TRIAL, THE CHARGES THAT WERE PAID BY YOU FOR THE FIRST 12 MONTHS FROM THE EFFECTIVE DATE; AND

21.2.2    AT ANY OTHER TIME WHICH DOES NOT INCLUDE A FREE TRIAL, THE MEAN OF THE MONTHLY CHARGES THAT WERE PAID BY YOU FROM THE EFFECTIVE DATE TO THE DATE WHEN THE FIRST INCIDENT OCCURRED, MULTIPLIED BY 12;

21.2.3    DURING THE PROVISION OF SERVICES WHICH ARE PROVIDED FREE OF CHARGE OR AS PART OF A FREE TRIAL, £1,000 (ONE THOUSAND POUNDS STERLING),

IN EACH CASE, WHETHER OR NOT WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TL:DR

Summary: We’re not liable for events outside of our control.

22. THINGS OUTSIDE OUR CONTROL

22.1        If we are affected by a Force Majeure Event we will:

22.1.1    not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and

22.1.2    have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.

TL:DR

Summary: We won’t try to hire/recruit each others staff unless we agree in writing beforehand.

23. NON-SOLICITATION

23.1        In order to protect our legitimate business interests, during the Restricted Period you shall not, either directly or indirectly, by or through yourself, any of your Affiliates, agents or otherwise, or in conjunction with your any of your Affiliates, agents or otherwise, whether for your own benefit or for the benefit of any other person:

23.1.1    solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person of ours with a view to employing or engaging the Restricted Person, or

23.1.2    employ or engage, or offer to employ or engage a Restricted Person of ours,

without our prior written consent beforehand.

23.2        In spite of clause 23.1 you may employ or engage a Restricted Person of ours who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by you or via an advertisement placed publicly by you (either in the press, social media, online or in trade and industry publications).

TL:DR

Summary: You’ll comply with the TUPE regulations of 2006.

24. TUPE

24.1        You warrant that, as a result of us providing the Services, there is no person whose contract of employment will have the effect as if it was originally made between that person and us in accordance with the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) or otherwise.

24.2        You will indemnify us and keep us indemnified from and against any liabilities that we suffer or incur arising from the transfer to us of the contract of employment of any person in breach of the warranty given in clause 24.1 including, without limitation, any liabilities suffered or incurred in connection with:

24.2.1    any employment costs of any such person; or

24.2.2    the employment or termination of employment of any such person prior to, on or after the date we commence supply of the Services.

TL:DR

Summary: If any specific clause is found invalid, only that clause will be removed and the rest of this agreement remains in place. We can update this Agreement at our discretion with reasonable reason to do so.

25. MISCELLANEOUS

25.1        If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid or unenforceable part of our Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.

25.2        This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent.

25.3        We may, without your consent,:

25.3.1    assign the benefit of our Agreement to another entity or person by notifying you in writing;

25.3.2    novate our Agreement to one of our Affiliates by notifying you in writing. If we do, all our rights, responsibilities and liabilities will transfer to that Affiliate and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement; and

25.3.3    subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.

25.4        This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

25.5        The Conditions and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in our Agreement.

25.6        We may update any part of our Agreement or other documents referred to in it from time to time by posting a notice of the update on our webpage or by notifying you by any other reasonable means (including, without limitation, serving notice of the same). Such updates shall take effect 10 days after details of them are so posted (or, if earlier, of you otherwise being notified of the update). You should check the website regularly for details of updates. If you do not agree to any such update it should terminate our Agreement before the update takes effect. We shall be entitled to modify the features and functionality of the Services at any time but shall not be under any obligation to do so.

25.7        In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

25.8        Except as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any its terms.

25.9        Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement or joint venture between us, or authorise either of us to enter any commitments for, or on the behalf of, the other.

25.10     If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.

25.11     You agree we may refer to you as our customer in our internal and external communications and use your logos and identifying marks for such purpose.

25.12     All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

TL:DR

Summary: This Agreement is subject to English & Welsh law. In the sad event that things get legal, we’ll hold any proceedings in the courts of England and Wales and they’ll be in English.

26. AGREEMENT TO GOVERNING LAW AND JURISDICTION

26.1        The laws of England and Wales will apply to our Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.

26.2        We both agree:

26.3        if you are incorporated in the United Kingdom, the courts of England and Wales will have exclusive jurisdiction over any disputes or claims connected to our Agreement or our relationship; and

26.4        if you are incorporated outside the United Kingdom, any  disputes or claims connected to our Agreement or our relationship will be referred to and finally resolved by arbitration in accordance with the rules from time to time in force of the London Court of International Arbitration (Rules) which rules are deemed to be incorporated by reference into this clause and:

26.4.1    the arbitration shall be conducted by a sole arbitrator agreed between us, or in default of agreement appointed by the President of the London Court of International Arbitration or any person who the President has from time to time delegated his power to make such appointments; 

26.4.2    the seat or legal place of the arbitration shall be in Manchester, England; and

26.4.3    the language to be used in the arbitration shall be English.

TL:DR

Summary:  Lots of definitions - they explain what specific things mean.

ANNEX A - DEFINED TERMS

This document contains definitions which are written with a capital letter. These definitions have the following meanings:

Acceptance Tests the tests (if any) mutually agreed between us to demonstrate that a Service or any Deliverable meets the functionalities agreed between us for it.

Additional Service Term means the renewal period for the Services which shall be equal to the same length as the Initial Service Term, unless agreed otherwise on the Order Form.

Affiliates means any entity that directly or indirectly Controls or is Controlled by, or is under common Control with another entity.

Agreement means the agreement between you and us for the supply and purchase of Services and/or the supply and provision of access to the Services, in each case, incorporating the Order Form and these Conditions, any other documents referenced in these Conditions.

Authorised Users means your named employee and consultant users authorised by you to use the PPC Package in accordance with the terms of our Agreement. For the avoidance of doubt, employees and consultants of any of your Affiliates or of any third party do not qualify as Authorised Users and will require a separate licence or contract with us to access and use the Services.

Back-Up Policy means PPC’s policy regarding data back-up with respect to PPC Packages in place from time to time.

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.

Change means any change to our Agreement  (but excluding where clause 8.4.2 applies).

Change Request means a written request submitted by one of us to the other to effect a Change.

Charges means the fees and charges that you pay us in advance in relation to each Service and for access and use of the PPC Package, set out in the Order Form, and which shall be dependent on the PPC Package that you choose to purchase from us (including, but not limited to Pro, Elite or Agency or any other packages from time to time made available by PPC).

Compatibility Requirements means the document which sets out the Services’ compatibility requirements in terms of operating systems, hardware devices, software systems, browsers and their versions made available by us to you (as updated by us from time to time).

Conditions means our terms and conditions of supply set out in this document.

Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.

Customer Contact has the meaning given in clause 6.1.3.

Customer Data means all non-public data that is provided by you to us or uploaded onto any part of the Services by you (but excluding Feedback as defined in clause 14.8) to enable to provision of the Services.

Customer Materials any data (including Customer Data), materials, information, software, equipment or other resources controlled, owned by or licensed to you.

Data Protection Laws means, as binding on either of us or the Services:

(a)          the GDPR;

(b)          the Data Protection Act 2018;

(c)           any laws which implement any such laws; and

(d)          any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Deliverables means any materials made, created, developed, modified, adapted or customised by us, our Affiliates or subcontractors, for you as part of the Services but not including Third Party Software, Customer Materials, Customer Data or the Services.

Description means the description of the PPC Package made available by us to you (as updated by us from time to time).

Disclosing Party means the party who discloses Proprietary Information to the Receiving party or other parties.

Documentation means any relevant instructions as to how to use the PPC Package made available by us to you (as updated by us from time to time).

DPA means the separate data protection agreement  between PPC and you on or around the Effective Date, a copy of which can be found at https://ppcprotect.com/data-processing-agreement/.

Effective Date means the date on which the Order Form is signed by both parties.

Error a material performance anomaly related to the functionalities of a Deliverable, in any Acceptance Test or agreed during the development of the Deliverable (including a defect, failure, malfunction, bug or nonconformity in the Deliverable that prevents the Deliverable from materially complying with, or operating in accordance with any applicable Acceptance Test) but excluding any errors which:

(a)          insignificantly affect your use of the Deliverable;

(b)          are immaterial in respect of the intended use of the Deliverable;

(c)           are due to the Deliverable being used other than for its intended purpose;

(d)          are due to the Deliverable being modified or changed by anyone other than us;

(e)          are due to you or your subcontractors;

(f)           are due to you not having the necessary hardware, software or other equipment to use the Deliverable as intended;

(g)          are in or due to third party products or systems;

(h)          result from you not providing accurate and complete information to us; and/or

(i)            result from you selecting inappropriate, incomplete or inaccurate acceptance criteria and/or test data, or result from you providing or using false or faulty system requirements.

Equipment has the meaning given to it in clause 5.1.15;

Feedback has the meaning given to that term in clause 14.8.

Force Majeure Event means an event or sequence of events beyond our reasonable control.

Free Trial means a set period of time during which at our discretion we may offer the Services to you free from any Charges;

GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

Go-Live Date means, where we have agreed to provide you with access to Services, the date we first grant you with access to use Services in a live environment.

Incident means an unplanned interruption to, or a reduction in the quality of, the performance of the Services.

Infringement Claim any action brought against you by a third party (but not your Affiliates) alleging that the proper and authorised possession, use, or maintenance of the Deliverables and/or the Services (or any part of them) by you in accordance with the terms of our Agreement is a direct infringement of Intellectual Property Rights (except patent rights) of a third party in the United Kingdom.

Initial Service Term means the first that you will receive the Services, starting from the Effective date as set out in the Order Form. Most of our PPC Packages are priced and contracted for on an annual basis.

Insolvency Event means if a party:

(a)           stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

(b)          is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;

(c)           becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

(d)          has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

(e)          has a resolution passed for its winding up;

(f)           has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

(g)           is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced; or

(h)          has a freezing order made against it.

Intellectual Property Rights means any trademark, service mark, trade and business name, patent, copyright (including software), database right, design right, community design right, registered design, right in Proprietary Information, internet domain name, moral right and know-how, or any similar right in any part of the world and any applications for registering any of these rights that can be registered in any part of the world are also included.

Law means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service and/or the PPC Package.

Losses means any debt, claim, obligation, costs (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge, remedy or liability of any kind, prospective or contingent and whether or not currently ascertainable.

Maintenance means any work on our Network, Services, PPC Packages, including to maintain, repair or improve the performance of our Network, Services and PPC Packages.

Materials means all services, data, information, content, Intellectual Property Rights, websites, software and other materials.

Network means any part of a communications network used by us to provide any part of the Service and/or the PPC Package.

Order Form means form (including its schedules, annexes and appendices (if any)) ordering the Services and providing further details of the PPC Package to be purchased by you and us, incorporating these Conditions and the DPA and all other documents referred to in the Agreement (and as varied by the parties in writing from time to time).

                Permitted Purpose means use of the Services by you for your cybersecurity and related business purposes in accordance with the applicable Documentation and our Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:

(a)          copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, translating, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Services or Documentation;

(b)          permitting any use of the PPC Package or Documentation in any manner by any third party without our written consent beforehand;

(c)           combining, merging or otherwise permitting the PPC Package (or any part of it) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part);

(d)          attempting to (or successfully attempting to) reverse engineer, observe, study or test the functioning of or decompile, disassemble the Services (or any part);

(e)          attempting to discover the Software;

(f)           using the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or

(g)          removing any proprietary notices or labels,

                except as expressly permitted under our Agreement.

                Personal Data has the meaning given to that term in Data Protection Laws.

Planned Maintenance means any Maintenance that we have planned to do in advance.

PPC IPR has the meaning given to that term in clause 14.1.

PPC Package means those parts of our Services which you are licensed to use, which we offer in tiers and that we may update or rename from time to time. 

PPC Package Code means the source code we provide you with when you open an account with us that you can use to tag your web properties and allow us to help diminish Internet advertising click fraud, under the PPC Package (or any relevant part of it) that you have purchased.

PPC Policy means any policy of PPC in force from time to time in relation to the Services.

PPC Provided Materials  means all of the Materials provided or made available by us or on our behalf, but excluding all Customer Data, Customer Materials and Third Party Data.

Proprietary Information means any information that is confidential in nature concerning one of us or our Affiliates including, details of either of our technical or financial information, features, functionality and performance of the Service, Customer Data .

businesses, affairs, customers, suppliers, plans, Intellectual Property Rights or strategies, no matter how it is recorded, stored or disclosed, but it does not include:

(a)           information that is available to the public, or becomes available, unless it is because one of us breaches its obligations of confidentiality;

(b)          information that was already available to the one of us receiving the information on a non-confidential basis; or

(c)           information we both agree in writing is not confidential information.

Protected Data shall means Personal Data in the Customer Data.

Protected Data means Personal Data received from or on your behalf in connection with the performance of our obligations under our Agreement.

Receiving Party means the party who receives the Proprietary Information.

Relief Event: means:

(a)          any breach of our Agreement by you; or

(b)          any Force Majeure.

Representatives means employees, officers, representatives or advisers.

Restricted Period means the Term and a period of six months after the Term.

Restricted Persons means any person employed or engaged by us at any time during the Term in relation to the provision of the Services and/or the PPC Package who has or had material contact or dealings with you.

Service means those Support Service and services, including a platform which contributes to prevent internet advertising click fraud, namely botnets, click farms, bots and other malicious code, that we have agreed to provide you under our Agreement and dependent on the PPC Package you have chosen, which are provided by us to you and are more particularly set out in the Order Form.

Service Capacity means the total protected advertising spend for the duration of the Agreement.

Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.

Special Terms means any variations to these Conditions and/or additional and/or specific terms agreed between us. 

Technical Support Services means the support services to be provided by us.

Term means the Initial Service Term and each Additional Service Term.

Third Party Data means any data provided by PPC directly or obtained from third parties that are not proprietary of PPC, including but not limited to the user(s) websites and advertising networks such as Facebook, Google and Twitter).

Third Party Software means third party software included (or to be included) or linked to the Services as a result of either your request or our recommendation and which is licensed directly to you or which we have procured specifically on your behalf.

TUPE has the meaning given to that term in clause 28.1.

Update a software maintenance update, patch or bug-fix to PPC Package which does not constitute an Upgrade.

Upgrade means a version or release of Services and/or PPC Package intended to have a new or improved functionality or which is designated by us as an upgrade.

Use means authorised access to the Services by Authorised Users solely for the Permitted Purposes.

you and your means the person who is purchasing the Services, referred to as the customer.

VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the supply of the Services and/or the provision of access to the Services.

Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law.

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