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  1. OPTIMISED.MEDIA LTD, a company registered in England and Wales under number 16567211, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

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BACKGROUND:

 

(A)​​   Optimised.Media Ltd has expertise in providing digital marketing services, including the delivery and management of Paid Meta Advertising Campaigns (Facebook & Instagram). In reliance on that expertise, The Client wishes to appoint Optimised.Media Ltd to provide the Services on the terms of this Agreement.

 

1. ​DEFINITIONS AND INTERPRETATION 

In this Agreement, the following terms shall have the following meanings:

“Appointment” - the appointment of Optimised.Media Ltd on the terms of this Agreement;

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“Commencement Date” - Date + ending date 

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“Fee” - Fee payable by The Client

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“Intellectual Property Rights” - include without limitation; trade marks, database rights, copyrights, patents, design rights and/or get up, applications for any of the foregoing and the right to apply for them in any part of the world, moral rights and any similar rights in any country and all other rights of whatever nature, whether now known or in the future created, arising from or relating to the provision of the Services;

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“Losses” - all demands, claims, actions, proceedings, liabilities, damages, losses, costs and expenses (including legal and other professional costs);

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“Services” - the services to be provided by Optimised.Media Ltd on the terms of this agreement as described in Schedule; 

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2.  APPOINTMENT & TERM

2.1 The Client seeks and appoints Optimised.Media Ltd to provide paid media services (Meta ads). 

2.2 The Client will engage Optimised.Media Ltd, subject to the terms of the Appointment.

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3.  SERVICES

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3.1 Optimised.Media Ltd will:

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3.1.1 provide the agreed Services as mutually and reasonably agreed with The Client;

3.1.2 provide the Services in a diligent, timely and professional manner, and using all reasonable care and skills;

3.1.3 comply with all reasonable instructions given by The Client in connection with the provision of the Services and work and cooperate with any employee, agent or other consultant of The Client;

3.1.4 Optimised.Media Ltd shall provide the full benefit of his/her knowledge, expertise, technical skill and ingenuity in connection with the provision of the Services;

3.1.5 The Client acknowledges that Optimised.Media Ltd will determine the manner in which the Services are provided, as long as they are provided in a manner which is consistent with this Agreement.

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4.  LIABILITY

4.1 Optimised.Media Ltd shall bear no liability related to the services provided and as a result of the services provided; 

4.2 The Client agrees that Optimised.Media Ltd shall bear no liability related to the services provided whether that’s in-direct or direct in relation to the business; 

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5.  NO AUTHORITY TO BIND THE GROUP

5. 1 Optimised.Media Ltd will not assume, create or incur any liability or obligation on behalf of The Client (and acknowledges that he/she has no right to do so) 

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6.   FEES & PAYMENT

6.1 The Client will pay Optimised.Media Ltd a monthly fee  as stated in the the contract for the services provided for a period as stated in section 2.2

6.2 Optimised.Media Ltd will collect payment via Direct Debit through a service provider i.e. GoCardless or other similar payment service providers

6.3 If The Client wants to exercise their law to cancel the services provided and associated agreement, The Client needs to provide a 1 month notice from the next billing date as stated in the contract

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7.  TAX INDEMNITY

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The Client and Optimised.Media Ltd agree that:

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7.1 Optimised.Media Ltd will be responsible for the payment of all taxes and other amounts due in connection with any payment made under or in connection with the Appointment.  Optimised.Media Ltd shall bear no legal responsibility for any of The Client taxes. The Client releases its right to deduct any amounts in relation to any tax claims

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8. CONFIDENTIALITY & DOCUMENTS 

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8.1 Optimised.Media Ltd acknowledges that during the Appointment he/she will have access to and will be entrusted with confidential information and trade secrets relating to the business of The Client and/or its clients.  This includes but is not limited to information and secrets relating to:

8.2 corporate and marketing strategy, business development and plans, sales reports and research results;

8.3 business methods and processes, manuals and operating procedures, technical information and know-how relating to the  business of The Client and/or its clients and which is not in the public domain, including inventions, designs, programs, techniques, database systems, formulae and ideas;

8.4 business contacts, lists of customers and suppliers and details of contracts with them and their current or future requirements;

8.5 information on employees, including their particular skills and areas of expertise and their terms of employment;

8.6 stock levels, sales, expenditure levels and pricing policies;

8.7 budgets, management accounts, trading statements and other financial reports; 

8.8 unpublished inside information relating to shares or securities listed or dealt in on any recognised stock exchange;  and

8.9 any document marked “confidential” or any information not in the public domain.

8.2 Optimised.Media Ltd will not during the Appointment (otherwise than in the proper provision of the Services and then only to those who need to know such information or secrets) or thereafter (except with the prior written consent of The Client or as required by law):

8.2.1 divulge or communicate (by any means or in any manner including without limitation by means of the internet or via social media of any kind) to any person (including any representative of the press or broadcasting or other media), firm, or organisation;

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8.2.2 cause or facilitate any unauthorised disclosure through any failure by him/her to exercise all due care and diligence;  or

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8.2.3 make use (other than for the benefit of The Client) of any confidential information or trade secrets relating to the business of The Client and/or its clients which may have come to his/her knowledge during his Appointment or in respect of which The Client may be bound by an obligation of confidence to any third party.

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8.3 Optimised.Media Ltd will also use all reasonable endeavours to prevent the publication or disclosure of any such information or secrets.  These restrictions will not apply after the Appointment has terminated to information which has become available to the public generally, otherwise than through unauthorised disclosure.

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9.   INTELLECTUAL PROPERTY

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9.1 Unless otherwise agreed in writing, all intellectual property created during the provision of the Services shall belong to Optimised.Media Ltd.

9.2 The Client shall receive a licence to use such intellectual property solely for their internal business use. 

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10.   TERM & TERMINATION

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10.1 Commencement and Term
This Agreement shall commence on the Commencement Date and continue in force unless and until terminated in accordance with this Clause 10.

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10.2 Contract Options
Upon signing, the Client shall select one of the following contract options:


10.2.1 Rolling 1-Month Contract: The Client agrees to a rolling monthly contract at a rate of the slected package and as stated in the contract, per month. 

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10.3 Termination by Notice:


10.3.1 Either party may terminate this Agreement by giving at least one (1) month’s written notice, such notice to take effect from the next billing date following receipt of the notice.

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10.3.2 Notice shall be deemed validly served if delivered by email or in writing to the other party’s designated contact.

 

10.4 Immediate Termination by the Client
If The Client wishes to terminate the Agreement with immediate effect, The Client shall cease providing the Services on request. However, The Client remains liable to pay the full fees due for the notice period (i.e., the next billing cycle following submission of written notice).

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10.5 Break Clause (Rolling 1-Month Contract Only)
If The Client cancels the Rolling 1-Month Contract within the first two (2) weeks of the first month, The Client shall remain liable for the full first month’s fee, but no further notice period shall apply. No refund will be given for any unused portion of that first month.

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10.6 Effect of Termination
Upon termination, all outstanding fees due up to and including the end of the notice period shall remain payable by The Client.

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11.  FORCE MAJEURE

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11.1 Neither party shall be liable for delay or failure to perform due to circumstances beyond their reasonable control.

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12.  DATA PROTECTION

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12.1 Both parties shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018. The Client shall only use the Client’s personal data as necessary to provide the Services, to meet its legal obligations, and as set out in its Privacy Policy. The Client will take appropriate measures to keep personal data secure and confidential, and will not share it with third parties except as required by law or with the Client’s consent.

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13. GOVERNING LAW AND JURISDICTION

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13. 1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales

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EXECUTION:

IN WITNESS WHEREOF this Agreement has been executed and delivered as a deed on the date as stated in the contract  The parties have shown their acceptance of the terms of this Agreement as stated in the contract. 

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THE SERVICES: 

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Optimised.Media Ltd shall provide the following services:

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  • Set-up, manage, optimise, monitor and control Meta Ads inclusive of Facebook and Instagram ads

  • Creation of artwork to support the delivery of Meta Ads

  • Set-up and integration of Facebook Pixel - so long as the platform has direct integration with Meta (Bespoke websites might require web developer)

  • A bi-weekly report of the performance of the Meta Ads 

  • Client calls when requested and where required 

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