Terms & Conditions
1.1: The following clauses constitute the terms of any contract subject to which clients (“Client”) enter into a contract with MCG Digital Media Ltd for the purpose of Google Ads Campaign set up, management, SEO services, microsite design, data collection and intellectual property ownership in relation to work carried out by MCG Digital Media Ltd (“Supplier”).
1.2: Supplier means MCG Digital Media Ltd.
Length of contract, fees, intellectual property rights and data collection.
2.1: Supplier charges a monthly management fee of 10% of adspend or an agreed monthly retainer fee. All agreed retainer fees work on an initial 3 month contract with a rolling 30 day contract thereafter.
2.2: Client agrees to pay an initial set up fee (where applicable) and to then pay an agreed monthly management fee for Supplier to manage Google Ads campaigns for a minimum period of 3 months. This set up & management fee will be agreed in advance at the proposal stage when our pricing structure will be clear and transparent. Supplier does not receive any commissions from Google or any other search engine and does not add a mark up to any prices charged to our clients from a search engine.
2.3: Payment for set up fees (where applicable) will be in advance of the campaign being activated and after Client has agreed to their proposal and account set up structure. Client monthly management fee will be invoiced on the 1st day of each month and payment is due on 1st of each month in advance.
2.4: All work carried out by Supplier on any Google Ads or Microsoft Ads account and campaigns will remain the intellectual property of Supplier during the lifetime of the contract and will remain the intellectual property of Supplier following termination of the contract.
2.5: All microsites and landing pages developed by Supplier will remain the intellectual property of Supplier during the lifetime of the contract and will remain the intellectual property of Supplier following termination of the contract.
2.6: Client agrees that when Supplier operates a landing page for the purpose of lead generation on behalf of Client through an Unbounce account operated by Supplier, whether it is separate from the Client’s main company website or part of Client’s main website on a subdomain, all data collected will be subject to Supplier acting as the data controller. MCG Digital Media Ltd is registered with the ICO as a data controller: ZA216517
2.7: Client agrees that with respect to clause 2.4 all intellectual property owned by Supplier will be removed following termination of the contract and your Google Ads account will revert back to the original layout prior to Supplier carrying out any work.
2.8: Client agrees that failure to comply with clause 2.4 will result in payments to Supplier for every month that intellectual property of Supplier remains live within the Google Ads account owned by Client. Payments to Supplier will be at the monthly invoice amount accepted by Client during the lifetime of the contract.
Google Account Details
3.1: Whether Supplier creates a new Google Ads account or have dual access to Client current Google Adwords account, it is agreed that neither party can change the login details throughout the duration of the contract unless agreed in writing by both parties.
3.2: Throughout the duration of the contract Client agrees that any tools, coding, new keywords and any knowledge gained cannot be used in any other Google Ads Account the Client may have, or Client creates during or after the Term of the contract.
3.3: Supplier agrees that during the contract and after termination of the contract, all the financial details supplied to us by the Client for the purpose of our services will be kept confidential and your account will be returned to how it was before Supplier carried out any work. Therefore Client agrees that Supplier will remove all of our intellectual property from within your Google Ads account upon termination of the contract. This includes all keywords, adgroups, ads and campaigns that Supplier created within your account.
3.4: Client agrees to not grant access to your Google Ads account to another management company during the lifetime of the contract.
Termination of the contract
4.1: Notice of cancellation of the contract shall be deemed valid and accepted by Supplier if received by facsimile, e-mail or post after the initial 3 month period. Cancellation will be accepted on date of actual receipt by Supplier and will take effect at the end of the 30 day period for which Client will be charged at the normal rate applicable.
5.1: Supplier will invoice Client on the 1st day of each month for work due to be carried out during that month.
5.2: Payment for all invoices is due within 30 days of the date on the invoice unless otherwise agreed.
5.3: In the event of a Client entering into liquidation or administartion owing Supplier money due to unpaid invoices, then all data collected becomes the sole ownership of Supplier as data controller.
6.1 This Clause 6 sets out the entire financial liability of the Parties to each other in connection with appointing Supplier.
6.2 Neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with appointing Supplier.
6.3 Nothing in this Agreement shall limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.
6.4 Without prejudice to Clause 6.2 and 6.3 the total liability of either Party (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to 100% of the fee paid to Supplier.
Changes to these terms and conditions
8.1: These terms and conditions shall be governed by and construed in all respects in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts as regards any claim or matter arising in relation to these terms and conditions.
Acceptence of Terms and Conditions
9.1: It is agreed by both parties that payments received on invoices issued by Supplier to Client constitutes acceptance of these terms and conditions.
MCG Digital Media Ltd:
Registered in England & Wales: Company No. 07506171
Copyright in the whole and every part of this site belongs to MCG Digital Media Ltd, unless otherwise indicated, and may not be used, sold, licensed, copied or reproduced in whole or in part in any manner or form or in or on any media to any person without the prior written consent of MCG Digital Media Ltd.