### **Terms and Conditions for Marconi Digital (Marconi Consulting Limited)**
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### **1. Definitions**
“Agency” refers to Marconi Digital, a trading name of Marconi Consulting Limited.
“Client” refers to any business entity engaging the Agency’s services.
“Services” refers to any advertising, marketing, or related services provided by the Agency.
### **2. Acceptance of Terms**
2.1 By engaging the Agency’s services, the Client agrees to be bound by these terms and conditions. These terms are available on the Agency’s website and may be updated from time to time without notice.
2.2 By making payment for any services provided by the Agency, the Client confirms that they have read, understood, and agreed to be bound by these Terms and Conditions as published on the Agency’s website at the time of payment.
### **3. Scope of Services**
3.1 The Agency will provide advertising and marketing services as agreed upon in writing with the Client.
3.2 Services may include, but are not limited to, campaign management, strategy development, content creation, landing page design, and account optimization.
3.3 The Agency reserves the right to modify, refuse, or cancel any order at its sole discretion.
### **4. Payment Terms**
4.1 For discounted clients, payment is due immediately upon receipt of invoice.
4.2 For standard clients, payment is due within 14 days of invoice date unless otherwise specified.
4.3 Late payments will incur interest at 8% above the Bank of England base rate per annum.
4.4 The Agency reserves the right to suspend all services and access to accounts if payment is not received by the due date.
4.5 A 50% upfront payment is required on instruction for all projects.
4.6 In the event of late payment, the Agency has the right to immediately cease all work on the Client’s account without prior notice. Work will resume only after all outstanding payments have been settled in full.
### **5. Intellectual Property and Ownership**
5.1 All intellectual property rights in the Services, including but not limited to campaign strategies, content, designs, methodologies, and proprietary tools, shall remain the property of the Agency.
5.2 The Client acknowledges that the intellectual property developed by the Agency reflects over a decade of experience and experimentation to develop optimal account structures and strategies.
5.3 Upon full payment, the Client is granted a non-exclusive license to use deliverables for their intended purpose during the duration of this agreement.
5.4 Any custom scripts, tools, or methodologies developed by the Agency during service provision remain proprietary to the Agency and will not be transferred.
### **6. Confidentiality and Data Protection**
6.1 Both parties agree to keep all information related to Services confidential for a period of 5 years after termination of this agreement.
6.2 The Client agrees not to share or provide access to any proprietary information or methodologies developed by the Agency without prior written consent.
6.3 Both parties agree to comply with all applicable data protection laws (e.g., GDPR).
### **7. Google Ads Accounts and Agency Reputation**
7.1 The Client explicitly agrees not to open, reactivate, or use any Google Ads accounts other than those managed by the Agency without prior written consent.
7.2 Any action that violates Google’s terms or negatively affects the Agency’s standing with Google constitutes a material breach.
7.3 The Client agrees to disclose all existing Google Ads accounts at engagement start.
7.4 Performing any actions on an alternative Google Ads account—whether intentional or unintentional—that interferes with or negatively impacts campaigns managed by the Agency will be deemed a violation of these terms.
7.5 If a Client mistakenly removes access from an old account while intending to remove it from an active account managed by the Agency, this will be considered evidence of intent to breach these terms. The Client acknowledges that they are aware of which accounts are managed by the Agency and will take reasonable care to avoid such mistakes.
7.6 Adding another agency or third party to manage any aspect of advertising campaigns, including attempting to transfer management of an account without prior written consent from the Agency, constitutes a material breach of this agreement. This includes any actions taken under the mistaken belief that an account managed by the Agency is the Client’s existing account.
7.7 Breaching this clause may result in immediate termination and compensation claims up to £10,000.
### **8. Landing Pages, Content, and Design Work**
8.1 Landing pages created by the Agency remain its property unless explicitly agreed otherwise in writing.
8.2 Upon termination or cancellation of services, access will be revoked immediately unless agreed otherwise.
8.3 Clients acknowledge that landing pages are provided on a rental-like basis tied directly to ongoing advertising services.
### **9. Account Access and Usage Rights**
9.1 Clients are granted limited access during service provision; admin access is prohibited until account transfer is complete post-termination.
9.2 Sharing access with third parties without consent constitutes a breach subject to compensation claims up to £10,000.
### **10. Account Changes and Service Requests**
10.1 The Agency will process requests in order received unless an SLA is in place.
10.2 Discounted clients:
a) All changes are at our discretion; hourly rates apply for additional requests.
b) Sole responsibility is ensuring ads run; other services are chargeable.
c) Rates can be adjusted without notice.
d) Transfer fees apply upon ownership requests (minimum £500).
10.3 Breach-related costs:
If discounted clients violate terms (e.g., sharing IP), they agree to pay up to £10,000 covering damages caused by misuse or unauthorised disclosure.
10.8 Setup Fees for Poorly Configured Accounts:
a) If an existing account is deemed poorly configured or unsuitable for effective management by the Agency, a one-time setup fee starting from £6,000 will apply for restructuring and optimisation work performed by the Agency.
b) This setup fee is separate from monthly management fees and reflects time, expertise, and resources required for correction.
c) If services are terminated and ownership transfer is requested for such accounts, this setup fee must still be paid before transfer begins.
10.9 Breach Setup Fee & Account Deletion:
a) If terms are breached (e.g., sharing IP or adding another agency), a setup fee starting from £6,000 will apply for work already completed during engagement with Marconi Digital.
b) Failure to pay this fee promptly may result in deletion of campaigns/accounts managed by Marconi Digital after written notice has been provided.
10.10 Campaign Limitations Upon Breach:
a) In the event of a breach of these terms, the Agency reserves the right to limit campaign management to brand management campaigns only until the end of the current payment term.
b) During this period, no new campaigns will be launched, and existing campaigns may be adjusted to focus solely on brand management.
10.11 No Obligation to Notify Breach:
a) The Agency is not obligated to notify the Client of any breach of these terms and conditions before taking appropriate action, including but not limited to limiting campaign management, imposing fees, or terminating services.
b) It is the Client’s responsibility to ensure compliance with these terms at all times.
### **11. Performance and Guarantees**
11.1 The Agency does not guarantee any specific performance metrics or results from advertising campaigns.
11.2 The Agency will use its best efforts to optimize campaigns based on industry best practices and available data.
### **12. Client-Provided Content**
12.1 Any content provided by the Client for use in advertising campaigns remains the property of the Client.
12.2 The Client is responsible for ensuring they have the necessary rights and permissions for all provided content.
12.3 The Client indemnifies the Agency against any claims arising from the use of Client-provided content.
### **13. Exclusivity and Third-Party Engagement**
13.1 The Client agrees not to engage any other advertising agency or marketing service provider during the term of this agreement.
13.2 Engagement of any third-party agency without prior written consent from the Agency will be considered a material breach of these terms.
### **14. Non-Compete Clause**
14.1 The Client agrees not to hire or solicit for employment any of the Agency’s employees or contractors for a period of 12 months following the termination of this agreement.
### **15. Client Responsibilities**
15.1 The Client agrees to:
a) Provide timely and accurate information necessary for the Agency to perform the Services.
b) Review and provide feedback on deliverables within agreed-upon timeframes.
c) Designate a primary point of contact for communication with the Agency.
d) Ensure all Client-provided content complies with relevant laws and regulations.
e) Obtain necessary permissions and rights for any materials provided to the Agency for use in campaigns.
15.2 Failure to meet these responsibilities may result in project delays or additional costs, for which the Agency shall not be held liable.
### **16. Reporting and Performance Metrics**
16.1 The Agency will provide regular performance reports to the Client, typically on a monthly basis, unless otherwise agreed.
16.2 Reports will include key performance indicators (KPIs) relevant to the Services provided, such as impressions, clicks, conversions, and return on ad spend (ROAS).
16.3 The specific metrics included in reports will be agreed upon at the start of the engagement and may be adjusted as needed with mutual consent.
16.4 The Client acknowledges that while the Agency will strive to achieve positive results, specific performance outcomes cannot be guaranteed due to the dynamic nature of digital advertising.
### **17. Subcontractors**
17.1 The Agency reserves the right to use subcontractors in the delivery of Services.
17.2 The Agency shall remain fully responsible for all work performed by subcontractors and shall ensure that all subcontractors comply with these terms and conditions.
17.3 The Client shall not directly engage any subcontractors introduced by the Agency during the term of this agreement and for 12 months following its termination.
### **18. Termination**
18.1 Either party may terminate this agreement with 30 days’ written notice.
18.2 The Agency may terminate immediately if the Client breaches any term of this agreement, including violations of Google’s policies that put the Agency’s account at risk.
18.3 Upon termination, the Agency will issue a final invoice for all services rendered up to the date of termination.
### **19. Account Termination and Transfer**
19.1 The Client must provide 30 days’ notice for any account transfer request.
19.2 Upon termination of services and receipt of final payment, the Agency will initiate discussions regarding the transfer of account ownership to the Client or a designated third party within 90 days, subject to the following conditions:
a) All outstanding invoices must be paid in full.
b) A transfer fee will be applied, calculated as follows:
For standard clients in good standing, the transfer fee will be calculated starting from industry standards, typically ranging from 3 months of the average monthly management fee.
For discounted clients or in cases where the Client breaches these terms, the transfer fee will be the greater of:
• The total revenue generated by the campaigns managed by the Agency for the Client during the entire duration of the business relationship, or the total revenue generated by the campaigns managed by the Agency for the Client during the 12 months preceding the breach or termination,
whichever amount is higher
19.3 The transfer fee must be paid before the transfer process begins.
19.4 The Agency reserves the right to remove or alter any proprietary elements of the account structure or content before transfer.
19.5 Post-transfer support or training will be subject to additional fees.
19.6 Only the Google Ads account itself and its historical data will be transferred. No proprietary tools, software, or additional materials will be provided.
### **20. Liability and Compliance**
20.1 The Client agrees to indemnify the Agency against any losses or damages resulting from the Client’s misuse of account access or violation of advertising standards.
20.2 The Client is responsible for ensuring that any actions taken within the account comply with all relevant advertising standards and regulations.
20.3 The Agency’s liability is limited to the total amount paid by the Client for services rendered.
### **21. Insurance**
21.1 The Agency shall maintain appropriate professional indemnity and public liability insurance coverage throughout the duration of this agreement.
21.2 Upon request, the Client will be provided with certificates of insurance as proof of coverage.
### **22. Force Majeure**
The Agency shall not be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control.
### **23. Dispute Resolution**
23.1 Any disputes arising from this agreement shall first be subject to mandatory mediation before any legal action can be taken.
23.2 If mediation is unsuccessful, disputes will be resolved through binding arbitration in accordance with the rules of the London Court of International Arbitration.
### **24. Governing Law and Jurisdiction**
These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
### **25. Severability**
If any provision of these terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
### **26. Entire Agreement**
These terms and conditions constitute the entire agreement between the parties and supersede all prior agreements, understandings, or arrangements, whether oral or written.
### **27. Testimonials and Case Studies**
27.1 The Client agrees to provide testimonials or case studies upon request, which the Agency may use for marketing purposes.
27.2 The Agency will seek the Client’s approval before publishing any client-specific information in testimonials or case studies.
### **28. Indemnification for Third-Party Claims**
28.1 The Client agrees to indemnify, defend, and hold harmless the Agency, its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses arising from third-party claims related to the Client’s use of the Agency’s services.
### **29. Warranty Disclaimer**
29.1 The Agency provides its services “as is” and disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
### **30. Limitation of Liability for Consequential Damages**
30.1 The Agency’s liability for damages shall be limited to the total amount paid by the Client for services rendered. This limitation includes consequential damages, indirect damages, or punitive damages.
### **31. Communication Protocols**
31.1 All official business communications, service requests, and important notifications must be conducted via email or a phone call followed by a written confirmation via email.
31.2 Communications made solely via WhatsApp voice notes or other undocumented methods will not be considered official or binding.
31.3 The Agency reserves the right to disregard or request confirmation of instructions provided through non-approved channels.
### **32. Electronic Signatures**
32.1 Electronic signatures are considered legally binding and shall be treated as original signatures for all purposes.
### **33. Amendments**
33.1 The Agency reserves the right to modify or amend these Terms and Conditions at any time without prior notice. The Client’s continued engagement of the Agency’s services following such modifications constitutes acceptance of the revised Terms and Conditions. It is the Client’s responsibility to periodically review these Terms and Conditions for any updates or changes.
Electronic copy of the Terms and Conditions will be provided upon request at the Client’s convenience.
### **34. Waiver**
34.1 Failure by either party to enforce any provision of these terms and conditions shall not be deemed a waiver of that provision.
### **35. Account Amendment Rights Upon Breach**
35.1 In the event that the Client breaches any of these Terms and Conditions, the Agency reserves the right to amend the account as it deems necessary to protect its interests, ensure compliance with advertising standards, or mitigate any potential damages.
35.2 Such amendments may include, but are not limited to, pausing or deleting campaigns, modifying ad copy, adjusting targeting parameters, or suspending account access.
**By engaging the Services of Marconi Digital (Marconi Consulting Limited), the Client acknowledges that they have read, understood, and agreed to be bound by these terms and conditions.**