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MRS WEB SOLUTIONS (TRADING AS MRS DIGITAL) PPC TERMS AND CONDITIONS

1. Details of the parties entering into the contract 

This agreement is hereby entered into between MRS Web Solutions Limited trading as MRS Digital (hereinafter referred to as “MRS Digital”, “we”, “us”, “our”) and yourself hereinafter referred to as “the Client”, “you”). 

2. Representations and Warranties 

MRS Digital agrees to provide the Client with Pay Per Click advertising and Reporting Services (hereinafter referred to as “PPC”) as described in our website. We are authorised to use the necessary techniques and content to advertise on third-party websites using PPC advertising networks (Google Ads, Microsoft Advertising, Facebook etc.) 

3. Definitions 

To bring clarity into this contract, we are going to define some PPC terms which we use. Our goal is to develop a contract in plain English which is mutually understood by all the parties entering into the contract and which minimises false beliefs. However we make no warranty / guarantee of accuracy and completeness of the PPC terms described below. For the purposes of this agreement: 

Advert –an online advertisement in a public medium, usually a website or Search Engine, promoting the Client’s product or services. 

Advertising Creative–the visual or textual content displayed as part of an Advert. 

Budget / Ad Spend–agreed funds available for advertising on the agreed Search Engine or PPC Advertising Network. 

Audience – group of individuals intended to be displayed advertising, defined using various attributes, such asdemographics or behaviour online. 

Campaign – the creation, implementation and on-going management of a PPC advertising strategy. 

Charges – the charges payable by the Client for the supply of the PPC Services which may include one off fees and monthly fees. 

Initial Fee – MRS Digital fee for research and setting up the initial PPC Campaign. 

Keyword– a word or phrase used to target advertising to users of Search Engines. 

Landing Page– a Website page intended for the sole purpose of being displayed to users who click on PPC adverts and used to promote the Client’s products or services. 

Monthly Charge – the monthly fee for the Services. 

Optimisation – a term used for the process of improving any single tangible or intangible element to improve PPC performance. 

PPC – Pay-per-click advertising, a model of internet advertising in which advertisers pay a fee each time one of their ads is clicked. This term covers multiple types of advertising which includes but is not limited to; paid search, shopping ads / Google Shopping, social media advertising / paid social (e.g. Facebook advertising), remarketing, display advertising, YouTube / video advertising, Gmail advertising. 

PPC Advertising Networks – the PPC adverting networks that MRS Digital agrees to provide the Services in connection with as set out in the PPC Brief. This can include but is not limited to; Google Ads, Google Display Network, Google Marketing Platform, Microsoft Advertising, Facebook, LinkedIn Ads, Twitter Ads. 

Proposal – MRS Digital’s initial quote for the provision of the Services.  

Search Engines – the agreed internet search engines which will be used for PPC advertising as set out in the PPC Brief. 

4. Deliverables 

MRS Digital is committed to provide the following deliverables. These represent the main elements of work which typically comprises our PPC service. Our PPC service may extend beyond these elements where we deem it will further the Client’s PPC: 

  • Advert implementation – Planning and delivery of adverts that will be served to users on websites via PPC advertising networks.  
  • Advert targeting – Research of keywords, websites or audiences that will be used to show advertising to the intended users. Targeting is selected based on its potential to best meet the Client’s objectives in context of the wider competitive environment. 
  • Account structure and campaign management – Creating and adapting the structure within PPC advertising networks to provide efficient and effective management. 
  • Bid control – Controlling bids or bid automation within PPC advertising networks that determine the frequency and prominence at which advertising is displayed.  
  • PPC testing & optimisation – Undertaking on-going and concurrent tests on various elements of PPC advertising to replace elements of advertising with others that have superior performance. 
  • Budget management – Controlling advertising budgets within advertising networks. 
  • PPC tracking – Implementation of the software or settings within Advertising Networks needed to identify desirable actions or conversions completed by targeted web users. 
  • PPC reporting – Provision of regular reports that compile online metrics to act as measures of, or given context to, PPC advertising. 

5. Payment Terms 

  1. The Charges for the Services shall be as set out in the Contract Order Form. 
  2. The Initial Fee shall be payable to MRS Digital before it commences provision of the Services. The Monthly Charges shall be paid by the Client in accordance with the payment terms set out in the Contract Order Form in full and in cleared funds to a bank account nominated by MRS Digital. 
  3. The Client shall be responsible for Google Ads’ 2% UK DST (Digital Services Tax) Fee, which applies to ad spend for adverts served in the United Kingdom. MRS Digital will pass this cost on to the Client in addition to ad spend and fees detailed in the proposal. 
  4. All amounts payable by the Client under the Contract are exclusive of value added tax (VAT). Where any taxable supply for VAT purposes is made under the Contract by MRS Digital to the Client, the Client shall, on receipt of a valid VAT invoice from MRS Digital, pay to MRS Digital such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 
  5. Without limiting any other right or remedy of MRS Digital, if the Client fails to make any payment due to MRS Digital under the Contract by the due date for payment (Due Date), MRS Digital reserves the right to charge 3% interest on any outstanding sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the parties agree that any such sum constitutes a qualifying debt pursuant to that Act. 
  6. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against MRS Digital in order to justify withholding payment of any such amount in whole or in part. MRS Digital may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by MRS Digital to the Client. 
  7. The Client shall be responsible for the fees of any Third-Party Resources and shall maintain such adequate funds in any third-party accounts as are required to maintain inclusion in such resources. The Proposal sets out an estimate of the fees that the Client will incur for the inclusion of keywords and other listings in the Third-Party Resources. 

6. Assignment of Specific Rights 

For the purposes of receiving PPC services, Client agrees to provide the following: 

  • Access to advertising networks, third party tools and Client website to access data and make changes for the purpose of PPC improvements. 
  • Permission to communicate directly with any third parties, e.g., your web designer, if necessary. 
  • Full access to existing website traffic statistics for analysis and tracking purposes. 
  • Client authorises MRS Digital use of all Client’s logos, trademarks, web site images, content etc., for use in creating articles and any other uses as deemed necessary by MRS Digital for PPC advertising. 
  • If Client’s site is lacking in website or textual content needed to support PPC services the Client will provide additional text content or create new web pages at their cost.  
  • If requested the Client will provide advertising creative in text, image or video format.  

7. Non-Disclosure Agreement 

At any time during or subsequent to contract period, the Client agrees to keep in the strictest of confidence and trust all of the MRS Digital confidential information to which the Client has access. The Client will not use or disclose MRS Digital confidential information without the written consent of MRS Digital. The Client agrees not to attack/criticise MRS Digital or any of its employees, associate’s or partner’s publicly (on public forums, blogs, social networks etc) at any time during or subsequent to the contract period. Similarly, the Client agrees not to seek for PPC advice on forums, blogs, community groups or any social media in a way which brings bad name to MRS Digital or any of its employee’s, associate’s or partners. In case of breach of non-disclosure agreement, Client agrees to pay MRS Digital a reasonable cost for damages. 

8. Intellectual Property Rights 

  1. The Client hereby authorises MRS Digital to use any Intellectual Property Rights of the Client that are on the Website for the purpose of providing the Services. 
  2. All Intellectual Property Rights arising out of the Deliverables, shall be owned by MRS Digital until the Client has paid the Charges in full. Once the Client has paid the charges in full all such Intellectual Property Rights shall automatically be transferred to the Client – with the exception of any images which are purchased by MRS for their single use only. 
  3. The Client acknowledges that, where MRS Digital does not own any Pre-existing Materials, MRS Digital licences all such rights to the Client on a royalty-fee non-exclusive worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables all the time you are customer of MRS Digital. 
  4. The Client licences all Intellectual Property Rights and other rights in the Input Material to MRS Digital on a royalty-fee non-exclusive worldwide basis to such an extent as is necessary to enable MRS Digital to provide the Services. 
  5. The Client undertakes that they have all necessary licences and consents to allow MRS Digital to use the Input Material for the purposes of providing the Services. 

9. Results

The Client acknowledges and accepts the following in connection with the Services: 

  • MRS Digital is not responsible for the policies of PPC advertising networks. The Client website or any content on it may be excluded or banned from the Third Party Resources at any time. 
  • Many of the PPC advertising networks are competitive in nature. Accordingly, MRS Digital does not guarantee any PPC advertising results insofar as they relate to the placement of Client’s advertising, e.g. position in paid search results. 
  • MRS Digital’s previous performance in the provision of the Services or similar Services is not indicative of any future results that MRS Digital may achieve on behalf of the Client. 
  • PPC advertising may be subject to the individual PPC advertising Network’s policies and procedures. Each edit or change made to such policies and procedures may affect the Campaign and the Client acknowledges that this is outside the control of MRS Digital. MRS Digital will endeavour to rectify any negative affects on the Campaign arising from an edit or change to these policies and procedures. 
  • MRS Digital will use all reasonable endeavours to keep the Client informed of any changes to Third Party Resources, industry practice or any other changes that MRS Digital is made aware of which may impact the Campaign and the provision of the Services. However, MRS Digital may not become aware of such changes. 
  • The Client understands that their PPC services alone cannot be held responsible for their website or business’s success or failure.  
  • The Client understands that they need to work as a partner with their PPC provider, give the necessary time, commitment, follow advice/suggestions seriously and on time to assist their marketing campaigns. 
  • MRS Digital assumes no liability for PPC advertising performance if contracted work is suspended or ceased. 
  • Some PPC advertising networks enforce variable advertising spend limits. Accordingly, we cannot guarantee that we can use the intended advertising budget. 

10. Disclaimer

Client acknowledges the following with respect to PPC services from MRS Digital: 

  • All fees are non-refundable. 
  • If MRS Digital are paying ad budget to PPC advertising networks directly MRS Digital will hold sole access to manage payment methods and user management in PPC advertising networks.  
  • MRS Digital makes no guarantee/warranty of project timeline or added expenses if PPC work is destroyed either wholly or in parts, either knowingly or unknowingly by any party without the prior consultation of MRS Digital. PPC work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to advertising network content or settings by any party other than MRS Digital or without first consulting MRS Digital: 
    • Deletion or any changes to any settings within advertising network (e.g. relating to targeting, advertising bids or mode of delivery) 
    • Changes to text, hyperlinks, images or format of adverts  
    • Changes to advertising tracking or conversion settings 
    • Deletion or changes to product feeds (e.g. in Google Merchant Centre) 
    • Changes to the structure or naming in PPC advertising networks 
    • The Client fails to maintain payments in PPC advertising platforms 
  • MRS Digital makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if: 
    • There are significant changes to a website used for PPC purposes 
    • Website tracking is deleted or changed either on the website itself or in a third-party tracking software (e.g. Google Analytics or Google Tag Manager) 
    • Client fails to resolve MRS Digital queries on time. 
    • Client delays in providing required access, documents, permissions or any support for PPC purposes 
    • Client fails to make necessary changes to the website as and when advised by MRS Digital for carrying out the PPC services. 
    • There is a server outage for prolonged time on Client’s site. 
  • The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to MRS Digital for inclusion on the website above are owned by the Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend MRS Digital and its subcontractors from any liability or suit arising from the use of such elements. 
  • Some advertising platforms may exceed or under spend the assigned advertising spend over a given period. Accordingly, MRS Digital cannot guarantee the exact monthly advertising spend will be utilised where paid directly by the Client.  

11. Termination 

  1. Without limiting its other rights or remedies, MRS Digital may terminate the Contract with immediate effect by giving written notice to the Client if: 
    • if the Client fails to pay any amount due under the Contract on the due date for payment; 
    • the Client commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing of the breach; 
    • the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 
    • the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 
    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 
    • the Client (being an individual) is the subject of a bankruptcy petition or order; 
    • a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 
    • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company); 
    • a floating charge holder over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver; 
    • a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; 
    • any event occurs, or proceeding is taken with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this document 
    • the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 
    • the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 
  2. Without limiting its other rights or remedies, MRS Digital shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and MRS Digital if the Client becomes subject to any of the events listed in clause 11.1(c)) to clause 11.1(m), or MRS Digital reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment. 

12. Consequences of Termination 

  1. On termination of the Contract for any reason: 
    • the Client shall immediately pay to MRS Digital all of MRS Digital’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MRS Digital shall submit an invoice, which shall be payable by the Client immediately on receipt; 
    • MRS Digital shall return to the Client all materials and all information and materials relating to the Campaign and any other Services which are reasonably necessary for the Client or its agents or suppliers to continue to provide similar services to those to be provided under the Contract, except that MRS Digital shall not be required to disclose any of confidential information relating to its business or systems, including any technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature; 
    • the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 
    • clauses which expressly or by implication have effect after termination shall continue in full force and effect. 
  2. MRS Digital use third party software (e.g. Unbounce) to create and host Landing Pages for the Client in connection with Services. On termination of the Contract Landing Pages remain the sole property of MRS Digital. MRS Digital will transfer ownership of Landing Pages to the Client at their cost if requested. Client must create necessary accounts with third party software to permit such transfer of ownership. 

13. Data Protection 

Any personal data processed by and on behalf of the MRS Digital in connection with the Services will be processed in accordance with MRS Digital’ Privacy Policy, a copy of which can be obtained from MRS Digital available on the MRS Digital website. 

This Service Agreement should be read in conjunction with MRS Digital’s general T&Cs. 

Last updated 1st September 2021