Terms and Conditions – Ad Infinitum
These Terms and Conditions operate between you (here in after referred to as the Client)and Ad Infinitum (here in after also referred to as we, our or us). By using any of the services made available by Ad Infinitum through the Website or in any other way, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions. These Terms andConditions will be explicitly made available to you electronically for your written acceptance.
1. Definitions
1.1 Ad Infinitum means Ad Infinitum, a Trading Name of Miromedia Limited, a company registered in accordance with the laws of England and Wales, at 8 Tavistock Street, Leamington Spa CV32 5PL (also referred to as we, our or us).
1.2 Agreement means an agreement to perform Services, which Ad Infinitum will undertake for the Client. TheAgreement will come into force when a Client accepts these Terms and Conditions together with a Quotation in writing.
1.3 Client is the party that requests for certain online marketing services to be rendered by Ad Infinitum against an agreed fee (also referred to as you).
1.4 Client Content means any and all material and information provided by the Client to be used under the Services by Ad Infinitum.
1.5 Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
1.6 Intellectual Property Rights means(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph(a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights.
1.7 Quotation means a more or less specified statement of work and the costs which are related to the performance of these Services which is provided to the Client in advance of the Agreement entering into force.
1.8 Services means all services rendered by Ad Infinitum, including, but not limited to the following service options: (i) Dominate the SERPs; (ii) Fast Start Lead Generation; and(iii) Organic Lead Generation.
1.9 Website means the AdInfinitum website, located at www.ad-infinitum.co.uk.
2. GeneralProvisions
2.1 Only these Terms and Conditions are applicable to the creation of, content of and compliance with any Agreement between the Client and Ad Infinitum.
2.2 Entering into an Agreement with Ad Infinitum requires the Client’s unconditional acceptance of the applicability of these Terms and Conditions.
2.3 The Client may not enter into an Agreement with Ad Infinitum, nor accept these Terms and Conditions, if the Client does not have the required corporate authority or mental capacity to form a binding legal contract.
2.4 In the event that these Terms and Conditions differ from that which is agreed upon in a Quotation between Ad Infinitum and Client, the Quotation will prevail.
2.5 Any terms used by Client that contradict these Terms and Conditions are rejected and are therefore not applicable to the Agreement between Ad Infinitum and Client.
2.6 Nothing in these Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Client and Ad Infinitum other than the contractual relationship expressly provided for.
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3. Use of the Website
3.1 Ad Infinitum makes reasonable efforts to ensure that our Website is complete, accurate, and up-to-date. We do however not make any representations, warranties, or guarantees (whether express or implied) that the Website is complete, accurate or up to date.
3.2 You may only use our Website in a manner that is lawful and that complies with the provisions of this Clause 3. Specifically:
a. you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
b. you must not use the Website in any way, or for any purpose, that is unlawful or fraudulent;
c. you must not use the Website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
d. you must not use the Website in any way, or for any purpose, that is intended to harm any person or persons in any way.
3.3 When submitting any details or information (or communicating in any other way using the Website), you must not submit, communicate or otherwise do anything that:
a. is sexually explicit;
b. is obscene, deliberately offensive, hateful or otherwise inflammatory;
c. promotes violence;
d. promotes or assists in any form of unlawful activity;
e. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age;
f. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
g. is likely to deceive;
h. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
i. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 3.3);
j. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
k. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
3.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above)that We may take in response to breaches of these Terms of Use.
4. Quotations and formation of Agreement
4.1 Quotations and offers made by Ad Infinitum are, at all times, without obligation and revocable, until the Agreement is formed.
4.2 Ad Infinitum cannot be held to its Quotations or offers when Client can reasonably understand that the Quotation or offer, in whole or in part, contains a mistake or error.
4.3 Any and all quotes in Quotations and offers are possibly subject to alteration as a result of unforeseen changes in theServices.
4.4 Any services not specified on a Quotation are not part of the Agreement. The Client is responsible for checking that the details of the Quotation are correct and in line with the Client’s wishes.
5. Execution of the Agreement
5.1 Ad Infinitum will provide the Services with reasonable skill and care, commensurate with prevailing standards in its industry in the United Kingdom.
5.2 Ad Infinitum will act in accordance with the terms of the Agreement and these Terms and Conditions, and with all reasonable instructions given to it by the Client, provided that such instructions are compatible with the scope of the Agreement.
5.3 Ad Infinitum will comply with all statutes, regulations, standards, and codes of conduct applicable to its Services.
5.4 Ad Infinitum will use all reasonable endeavours to accommodate any reasonable changes to the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes.
5.5 The Client hereby authorises Ad Infinitum to use the Client’s social media access credentials to the extent necessary to provide the Services. These access credentials are considered to be Confidential Information and are to be treated accordingly.
5.6 If and insofar as the proper execution of the Agreement requires, Ad Infinitum has the right to have certain Services performed by third parties. This right also applies to the situation that AdInfinitum is unexpectedly not (fully) able to execute the Agreement due to causes that are not directly attributable to it (unless the nature of the Services dictates otherwise (because the execution could solely be carried out by Ad Infinitum)).
6. Client’s Obligations
6.1 The Client will ensure that all data, tools and information, of which Ad Infinitum has stated it is required for the performance of the Services (which includes the intake form for business clients as provided by Ad Infinitum), or of which the Client should reasonably understand it to be necessary for such performance, will be provided to AdInfinitum in a timely, complete and correct manner prior to the commencement of the Services.
6.2 The Client shall duly inform Ad Infinitum of any fact and all circumstances that may be relevant in connection with the execution of the Services.
6.3 Ad Infinitum may from time to time require the Client’s input or feedback on deliverables prior to use thereof in the course of the Services. The Client will use all reasonable endeavours to respond to Ad Infinitum as soon as possible.
6.4 The Client hereby guarantees the correctness, completeness, and reliability of the Intake and all Client Content provided toAd Infinitum.
6.5 Client Content should not include any material or information that (i) is unlawful or inappropriate; (ii) that contains a virus or other hostile program; (iii) constitutes harassment, racism, violence or obscenity; or (iv) infringes intellectual property of copyright of any third party.
6.6 Ad Infinitum will not be liable for any delays in the provision of the Services that may result from the Client’s failure to comply with any of its obligations.
6.7 If the Client does not disclose to AdInfinitum the existence of their Google Ads account, Ad Infinitum will open one for the Client. If the Client had already opened a Google Ads account, this may constitute ‘double serving’ under Google’s policies. Ad Infinitum shall in noway be responsible or liable for any costs arising therefrom and the Client shall indemnify the Ad Infinitum to that end.
7. Payment and terms of payment
7.1 All prices stated on a Quotation and/or the Website are exclusive of any value added tax chargeable thereon, unless explicitly stated otherwise.
7.2 In consideration of the Services, the Client shall pay the fees as quoted to the Client. Fees are payable on a monthly basis, in advance of the month.
7.3 All amounts paid by the Client are non-refundable. Ad Infinitum may offer a refund at its sole and absolute discretion where due to reasons beyond its reasonable control it was unable to carry out the Services.
7.4 Any invoice issued by Ad Infinitum must be paid by the Client within 30 days of receipt.
7.5 The Services are subject to different minimum terms, whereby SEO services shall have a minimum period of 6 months, and paid search a minimum of 3 months.
7.6 If the Client fails to pay any amounts due within the specified timeframe, Ad Infinitum is entitled to charge the maximum statutory interest under applicable law over all amounts payable until the amount due has been paid in full. Ad Infinitum may also suspend the provision of Services until Ad Infinitum has received payment in full.
7.7 If the Client remains in default after 60 days and after receiving an official reminder from Ad Infinitum, Ad Infinitum may proceed to recovery. The costs related to these proceedings will be borne by the Client. If the Client is declared in default, the Client will owe AdInfinitum, in addition to the principal sum, the statutory (commercial)interest, (extra)judicial collection costs, attorney’s fees, and possibly other damages.
8. IntellectualProperty
8.1 The Client hereby warrants and represents that any Client Content provided by the Client shall be the original creation of the Client. The Client hereby indemnifies and holds Ad Infinitum harmless from and against all claims, suits, threats, demands, liabilities, settlements, costs, expenses, and legal fees relative to any third party’s claim that theClient Content or any other content infringes upon or interferes with any proprietary right of such party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patent, publicity rights, or any other right now or in the future existing.
8.2 The Client hereby grants to Ad Infinitum a limited, non-exclusive, non-transferable, revocable, worldwide license to use the Client Content for the purpose of providing the Services in accordance with these Terms and Conditions.
8.3 Subject to the Client meeting its payment obligations under these Terms and Conditions, creative materials created under the Services by Ad Infinitum, including but not limited to any images, videos, content, text, and other materials shall be exclusively owned by the Client. AdInfinitum shall assign all rights to the Client, and it shall be deemed to have waived any and all moral rights in respect of the same. Ad Infinitum will execute all documents and take all actions necessary or reasonably requested by the Client to document, obtain, maintain, perfect, or assign its rights in such content.
8.4 Ad Infinitum shall be permitted to list theClient on Ad Infinitum’s Website and in any of its marketing and advertising, on any medium whatsoever.
8.5 All content included on the Website and the copyright and other intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by AdInfinitum. All this content is protected by applicable UK and international intellectual property laws and treaties.
9. Liability, Indemnification, and Force Majeure
9.1 Our Services and Website are provided “as is”and on an “as available” basis. Ad Infinitum may alter, suspend, or discontinue the Services and/or the Website (or part(s) thereof) at any time and without notice. Ad Infinitum shall not be liable to you in any way if the Website is unavailable.
9.2 Insofar as is permitted by law, Ad Infinitum makes no representation, warranty, or guarantee that the Services will meet the Client’s requirements or that they will not infringe the rights of third parties.
9.3 Neither the Client nor Ad Infinitum will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, a public health crisis, or any other event that is beyond the control of the party in question.
9.4 Neither party will be liable for any indirect, special, incidental, or consequential damages, however caused. This shall include the loss of profits; loss of sales or business, loss of agreements or contracts; loss of or damage to goodwill; or any other similar loss.
9.5 Nothing in these Terms and Conditions will exclude or limit either party’s liability for death, personal injury, fraud, fraudulent misrepresentation, or another form of liability that cannot be limited or excluded by law.
9.6 To the fullest extent permissible by law, AdInfinitum accepts no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with an Agreement or theServices.
9.7 Notwithstanding the preceding, Ad Infinitum’s liability to the Client in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total sums paid or payable by the Client to Ad Infinitum under an Agreement.
9.8 Both parties hereby undertake to indemnify the other, and to keep the other party at all times fully indemnified, from and against all losses arising as a result of any breach of these Terms andConditions by the indemnifying party.
10. Confidentiality
10.1 During the course of the Services, AdInfinitum may get access to Confidential Information. Ad Infinitum will protect any such Confidential Information with reasonable measures using the same standards used as it protects its own content with and will not disclose the ConfidentialInformation to any third party.
10.2 Under these Terms and Conditions, ConfidentialInformation shall include any and all information that is of a confidential nature or of strategic importance. Confidential Information will include items such as business plans, marketing plans and strategies, formula, processes, data, software source codes, financial information, client lists, and all other information deemed confidential by the parties. Confidential Information shall not include information that is generally available to the public, generally known in the industry, exists in the public domain, is learned from an outside source independent from the relationship established by the Agreement or was known prior to the entering of the Agreement.
11. Duration and termination agreement
11.1 The Agreement is entered into for a definite period of time, as set out on the Quotation. The term shall depend on the typeof Services the parties agree to. The Agreement will commence on the date theseTerms and Conditions are accepted in writing by the Client and shall remain in full force and effect termination of the Agreement in accordance with theseTerms and Conditions.
11.2 Either Party may terminate the Agreement at any time by giving to the other not less than 90 days written notice. If such premature termination is initiated by the Client, the Client shall remain liable to pay all fees due for Services already rendered by Ad Infinitum and any and all costs made by Ad Infinitum until the moment of termination.
11.3 Without prejudice to any other right or remedy available to it, either party may terminate the Agreement by giving written notice to the other Party in the following circumstances:
11.3.1 the other party commits any other breach of any of the provisions of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
11.3.2 a receiver is appointed, of any of the property or assets of that other party;
11.3.3 the other party becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
11.3.4 the other Party has a bankruptcy order made against it or goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement);
11.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party; or
11.3.6 that other Party ceases, or threatens to cease, to carry on business.
12. Miscellaneous
12.1 The Client may not assign, transfer or otherwise delegate the Agreement and/or its rights and/or obligations thereunder(in whole or in part) without the written consent of Ad Infinitum. TheAgreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
12.2 Headings included in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
12.3 The failure to enforce any provision of thisAgreement will not constitute a waiver nor be construed as such. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise.
12.4 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notice shall be deemed to have been duly given when (a) sent by e-mail and a successful transmission report or return receipt is generated; or (b) when delivered by courier or registered mail during the normal business hours of the recipient.
12.5 In the event that one or more of the provisions in these Terms and Conditions are found to be void, either in whole or in part, the remaining provisions will remain in force. Ad Infinitum will formulate new provisions to replace the voided provisions, during which the scope of the original provisions has to be considered carefully.
12.6 Ad Infinitum is permitted to amend theseTerms and Conditions unilaterally. The amended Terms and Conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after written announcement of the amendment to the Client for previously existent Agreements. If the Client continues to use the Services after this 30-day period, the Client will be deemed to have accepted the amended Terms and Conditions.
12.7 Except as supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms and Conditions contain the entire legal understanding between Ad Infinitum and the Client and supersedes any and all prior or written understanding or agreements in relation to the Client’s use of the Services.
12.8 Both the Client and Ad Infinitum acknowledge that, in entering into any Agreement, they do not rely on any representation, warranty, assurance, or other provision, except as expressly provided in theseTerms and Conditions.
13. Law and Jurisdiction
13.1 These Terms and Conditions and the Agreement between the Parties (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
13.2 Any dispute, controversy, proceedings, or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated there with) shall fall within the jurisdiction of the courts of England andWales.
