By accepting the terms and conditions, you acknowledge that you are aware of the conditions mentioned below and agree to them.
1. Interpretations and Definitions
These conditions are governed by the laws of the United Kingdom otherwise known as the British Common Law and the parties submit to the non-exclusive jurisdiction of the courts of that state.
1.2. Definitions in these conditions
(d) Facebook account means the Facebook partner account controlled by The Agency (who is a Facebook Marketing Partner) to which the Customer is given access.
(e) Facebook Marketing Partner means a membership with Facebook where the member is listed as a Marketing Partner by Facebook.
(g) Social Media means commonly used social media platforms including but not limited to Instagram, Facebook, LinkedIn and Twitter
2. Access to Facebook account and Contract Sum
(a) In consideration of the Customer paying The Agency, the Contract Sum as calculated below. The Agency agrees to provide the Customer employee privilege access to the Facebook account for Advertising Purposes.
(b) The Contract Sum is calculated as:
(d) the Agency, the rate is 20% of Client AdSpend. You can contact the agency to revise your flat rate only after 1M USD Adspend per 30 day interval starting on the subscription date.
From the Contract Sum, The Agency shall be entitled to invoice the Customer in any given 30 day interval:
(d) Within 30 days of request, The Agency will refund to the Customer any of the unused Contract Sum, at which time the Customer’s employee privilege access to the Facebook account shall cease pending customer has not breached clause 6d. Any refund will be subject to a 250 USD administration fee. The refund amount shall include only the Ad Spend. Any commission from Top Up that has been allocated will be retained.
(f) Payments of media spend are only accepted in multiples of $1,000. Minimum payment of $1,000 USD media spend to start.
(g) The fees for the account rental are payable on payment of the ad-spend prepayment.
(h) A minimum of 400 USD of fees will be collected at the start of each subscription period as a credit advance towards your spend. Non-refundable and non cumulable.
(i) The discount system is in tiers, meaning that the discount rate will be applied to the amount in each bracket. e.g. spend $250,000 in every 30 days and you will be charged at 10.00% for the first 30,000 and 5% for the rest, i.e. $220,000 of that 30 day period.
Adjustments will be made on the second interval’s invoice for any credit balance due from the previous month’s invoices.
At all material times, the Customer must:
(a) Ensure only authorised personnel are given access to the Facebook account;
(b) Will only run ads that have been approved by The Agency.
(c) Every major change will be reported by the Customer to The Agency prior to publishing;
(d) Immediately on request from The Agency, remove all login information for the Facebook account from any access computers, smart phones or other electronic devices with the ability to access Facebook.
(e) Not post any Offensive Material or any other material on the Facebook account or any other Social Media which would discredit and negatively impact the reputation of the business; This also includes spam. We define spam as;
(a) For the purpose of this clause, Intellectual Property includes all discoveries and intellectual property rights (including, without limitation, all copyright, designs, trademarks and patents) of any nature in any inventions, designs, works, computer programs, processes created, developed or generated by either party;
(b) Each party owns the rights to their own Intellectual Property and nothing herein assigns or transfers the parties right to their own Intellectual Property to one another;
(c) Any Intellectual Property created by The Agency for the purpose of any provisions of services to the Customer remains the property of The Agency; and
(d) In specific cases for the use of Testimonial videos made by Users, the Agency reserves the right to use the aforementioned videos as marketing material. Testimonial videos can be recorded with a written confirmation sent by the client before or posteriori.
(e) All client results will be held confidential but the data itself without mention of any specific names or images
The parties covenant on behalf of themselves and their financial, legal and other advisors that they will keep confidential and not divulge either directly or indirectly to any person, any information relating to the business, processes, systems or affairs of the other party which is of a confidential nature or which is not otherwise in the public domain, including these terms and conditions, save to the extent that the disclosure may be required by statute or may reasonably be required for the purpose of enabling the parties to fulfil their respective obligations or as may otherwise be required by law. This clause shall have force after the termination of usage of the customer.
(a) The Agency may terminate the usage of the services by the customer if there is any breach of Clause 3 of these terms and conditions on a 12-hour notice.
(b) Both parties may cancel and/or terminate their arrangement with 7 days written notice to the other party without cause.
(c) Upon termination of the service, The Agency shall be entitled to retain the Contract Sum. (Although the Customer shall be entitled to a refund in accordance with Clause 2(e).
(c) Should the customer perform any actions without prior consent from The Agency that go against these terms and conditions or against the latest version of Facebook Advertising Policies, which concludes in the Ad account being correctly banned. Customer’s remaining balance will be forfeited and The Agency will be entitled to receive a penalty fee from the client of $10,000 USD. The Agency reserves the right to exercise any additional remedies which The Agency is entitled to in accordance with the law and these T&C’s. This measure is to ensure compliance with Facebook Advertising Policies and the terms and conditions.
(a) If a dispute arises, before any proceeding is commenced, the party claiming that a dispute has arisen must give a 7-day notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.
(b) If after 14 days the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the British Supreme Court and the costs of the mediation shall be borne by the parties equally.
(c) Not withstanding the preceding provisions of this clause, the Customer must continue to perform their obligations under this agreement, pending resolution of the dispute.
(d) Nothing in this clause will prevent either party from seeking urgent interlocutory relief.
A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:
(a) Delivered personally, or
(b) Posted to their address when it will be treated as having been received on the second business day after posting, or
(c) Faxed to their facsimile number where it will be treated as received when it is transmitted; or
(d) Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.
9. Relationship of the parties
The parties acknowledge that these terms and conditions are intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, The Agency and agent or the relationship of partnership.
These terms and conditions may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument. The date of the agreement will be the date on which the clients sign up on their account and accept these terms and conditions.