The Legal Bits and Pieces

TERMS & CONDITIONS

1. ACCEPTANCE OF TERMS

Adzoola Ltd (we” or us”, as the case may be, owns and operates this website. These terms and conditions (Terms”) govern the use of this site and any services that we provide (Services”).

Using this site, or engaging our Services, means that you consent to these Terms. In our sole discretion, we may revise the Terms from time to time. At our option, we may give you reasonable notice of these updates, provided that it is ultimately your responsibility to review these Terms from time to time, to become aware of and understand any changes. Your continued use of this site or any Service after such updates means that you agree with the revised Terms.

These Terms incorporate a Privacy Policy and Cookie Policy, appended below, as integral parts. Also, for particular Services or portions of this site, we may post specific rules. In case of any conflict between the Terms and a specific rule, the specific rule will prevail.

While we take reasonable efforts to update our website, we may from time to time, alter our Services, our rates, or other aspects of our business without prior notice. Thus, nothing on our website regarding the pricing or other aspects of our Services, shall be deemed as our binding offer. Rather, the information on our website may constitute an invitation for you to place an order. The commercial terms of our engagement shall be determined only by the online receipt that you receive after you have placed your order.

2. SERVICES

We provide two main Services:

• search and display advertisement campaigns involving Adwords and similar services, Facebook and other social media networks (Campaigns”);

• organic traffic generation, also known as search engine optimisation (SEO”). SEO may include keyword research, content optimisation, improvement of user experience, site design, link building, and social media strategy.

In this regard, we offer both pre-packaged and bespoke Services. In either case, after you place you order, we will display to you a summary of the specific nature and extent of the Services ordered (Scope of Work”), and then invite you to execute payment through the appropriate payment facility. Your clicking on the payment confirmation, or otherwise taking action to make payment, constitutes your approval of the Scope of Work.

3. PAYMENT

We provide Services on a per-project or monthly subscription basis. For Services on a project basis, we shall require an initial payment, and may require subsequent instalments upon achievement of specified milestones.

For Services on a subscription basis, we shall require an initial payment, and then you shall pay a monthly fee.

Separately from our fees, we may also require you to advance to us amounts paid on your behalf to third party providers, as may be defined in our Scope of Work. We may include a mark-up on fees that we pay on your behalf to account for our time and effort in this regard. We may make reasonable adjustments to our invoices to deal with the differences between previous estimates and charges actually incurred.

If we must make payments on your behalf to third parties, and you fail to timely advance such payments, we have the right to cancel the relevant transactions, and you shall remain liable for any purchase that we can no longer revoke.

We may require payment via credit or debit card, through an e-commerce facility on our site. At our option, we may bill certain bespoke Services via electronic invoice, which shall be paid through bank transfer or our designated payment solution.

You agree to our selection and use of third party payment solutions and processing services. You shall hold us free from any liability due to any loss of funds or failure to pay as a result of any defect or downtime arising from such third party services. We shall consider your payment obligation fulfilled only when the payment has actually reached our account through such third party services.

We may assess a penalty of up to two percent (2%) per month on any late payments.

We shall review all refund requests on a case-by-case basis. We reserve the right to approve or deny any refund request in our sole and absolute discretion.

4. DURATION AND CANCELLATION

Per-project Services shall begin upon our engagement and continue until completion of the Services, as shown by a notice of completion from us.

Subscription Services shall continue month-to-month until termination by either of us for any reason, through at least 30 days’ written notice.

Either of us may terminate the engagement immediately upon written notice to the other party, in case of any of the following events:
• the other party has materially breached any of the Terms, and the breach cannot be remedied (for example, disclosure of trade secrets to the public).

• the other party has materially breached any of the Terms, and has failed to cure the breach within 30 days of receipt of the aggrieved party’s written notice of the breach.

• the other party becomes, or threatens to become insolvent or bankrupt, including but not limited to winding up of business affairs, dissolving corporate existence, making arrangements with creditors not in the usual course of business, or otherwise threatening to cease carrying on business.

In case of any late payment, we may, at our sole discretion, suspend any Services or terminate our engagement, immediately upon written notice.

In case of any suspension or termination, you shall remain liable for our fees pertaining to any Services already performed, and shall reimburse us for any charges or expenses that we have incurred on your behalf.

5. APPROVALS

You agree to designate authorised persons for purposes of our engagement. All instructions, correspondence and approvals from your authorised persons shall be legally binding on you. If you do not designate authorised persons, we may treat any person substantially communicating with us on your behalf as your authorised person. We shall not be responsible for any delay in the Services resulting from the unavailability of an authorised person to give approval.

If you request us to cancel or amend any Services or revise any Scope of Work, we will take all reasonable steps to comply, provided that we can do so within our contractual obligations to any third parties. In case of such cancellation or revision, you shall remain liable for our fees pertaining to any Services already performed, and shall reimburse us for any charges or expenses that we have incurred on your behalf. You shall also pay the balance resulting from any adjustment in our fees due to a revised Scope of Work.

If a cost is not included in the Scope of Work, we will obtain your written approval before incurring it on your behalf. You authorise us to act as your agent to obtain the necessary third party products or services in connection with our Services.

6. INTELLECTUAL PROPERTY

In the course of the Services, we may produce ideas, plans, strategies, concepts, illustrations, articles, designs, advertisements and other marketing materials (collectively, Marketing Material”) for your review. If bespoke Marketing Material has been produced for you, and you wish to own such Material, please contact us accordingly. For the avoidance of doubt, in the absence of our specific prior written agreement, all Marketing Material shall remain our property (regardless of whether you possess the embodiment of the creative work in the form of electronic files, hard-copies or other media).

Except to the extent that your intellectual property is incorporated into the Marketing Materials, we may freely provide any Marketing Materials to our other clients for their use, provided that we will not disclose any confidential information regarding your business.

With respect to your logos, trademarks, content or other intellectual property that you submit or make available to us for inclusion in Marketing Materials or Services, you grant us a worldwide, royalty-free, transferable and non-exclusive license to use such property solely for the purpose of our performing the Services.
If you engage our Services, you agree that for promotional purposes, we may publish your name and logo and describe the Services that we have supplied to you, provided that we will not disclose any confidential information regarding your business.

7. CONFIDENTIALITY

In the course of our Services or your use of our website, we may disclose Confidential Information to each other. In this regard, the Disclosing Party” is the party giving Confidential Information to the other party. The “Recipient” is the party receiving the Confidential Information. On the other hand, “Confidential Information” is all non-public or proprietary information of the Disclosing Party including, but not limited to, trade secrets, designs, research, technology, developments, know-how, technologies, financial information, business operations.

“Confidential Information” does not include information that is already lawfully known to Recipient, disclosed in published materials, generally known to the public or lawfully obtained from any third party.

The Recipient shall not use or disclose the Confidential Information to anyone, except as follows:

• when necessary for the performance of Services;
• as authorised in writing by the Disclosing Party; or
• when required by court orders or other legal process, or as otherwise required by law.

8. MEMBER ACCOUNT

We may provide you with a member account, which would allow your registration on our website. In this regard, you represent that you are of legal age, and have the legal capacity to receive the Services under applicable law.

In respect of your registration, you agree to provide accurate information about yourself, and maintain your member data so as to keep it accurate. We will safeguard your data in accordance with our Privacy Policy described below.

You are responsible to maintain the confidentiality of your password and account and are fully responsible for all activities that occur under your account. You shall immediately notify us of any unauthorised use of your password or account or any other breach of security.

9. THIRD PARTY VENDORS

Our website may also include access to products and services of third parties, either directly or via links to sites operated by such third parties. In some cases, we may get a commission if you subsequently make a purchase from such third parties.

While we endeavor to provide access only to third party products or services that we reasonably believe to be useful, we have no control over such third parties. Thus, any link or access on our site to any third party shall not be deemed as an endorsement of the same. Any transaction between you and such third party is solely between the two of you. We shall not be liable for any loss or damage that you suffer as a result of dealing with such third parties.

10. DISCLAIMER

We provide our Services on an “as is” and “as available” basis. While we make our best efforts to provide high-quality Service, we disclaim all warranties of any kind with respect to our Services or website, whether express or implied. For example, we make no warranty that our Services shall be uninterrupted, timely or secure; that our Services will be accessible at any time or at all times; that any content on our website is error-free; that our website or Services will meet your expectations; and that any errors in our software will be corrected.

11. LIABILITY AND INDEMNITY

We shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, or for any loss of profits, goodwill, use, data, reputation or other intangible losses, regardless of whether we have been advised of the possibility of such damages, resulting from the Services, the Marketing Materials, or our website, except in case of our intentional misconduct, fraud or gross negligence.

You shall indemnify and hold us harmless from any liability arising from your business, products or services, and from any infringement of intellectual property arising from the materials that you submit to us.

If you have engaged us for Services, and if for any reason a competent authority finds us liable to you in connection with the engagement, such liability shall not exceed the amount of our fees.

12. NOTICE

Where these Terms require notice, we may provide such notice by email, regular mail or postings on our website. You agree that such notice is sufficient and adequate.

13. GENERAL INFORMATION

These Terms make up the entire agreement between you and us, and supersede any prior understandings, statements, representations or agreements between you and us.

The Terms shall be governed by the laws of England. Any dispute arising between the parties shall be resolved by the courts of Somerset, England.

Our failure to exercise or enforce any right or clause in these Terms shall not constitute a waiver of the same. If a court finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.

You agree that considering the fast-moving nature of online business and regardless of applicable law, any claim related to our website or Services must be filed within three (3) months after such claim arose, or be forever barred.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

If these Terms are translated into other languages, the English version shall prevail in case of any conflict between the versions.

 

PRIVACY POLICY

1. PERSONAL INFORMATION

“Personal information” is information about you that identifies you, like your name, address, email address, or phone number, and that is not otherwise publicly available. Below, we describe how we use and safeguard your personal information.

2. COLLECTION AND USE

We may collect personal information when you use our website, engage our Services, or register a member account. We also receive and record information from your computer and browser, including your IP address, cookie information, software and hardware attributes, and the page you request.

We use this information to market our Services, collect and analyse information about purchases that you make, and about other actions you take or information that you submit, such as clicking links in emails. If you engage us, we will also use this information to perform our Services. To be able to market your business, products or services effectively, we must be able to know and understand who you are. We may also use this information to customise the advertising and content you see, to contact you, and to conduct market research.

3. SHARING AND DISCLOSURE

Without your permission, we shall not rent, sell, or disclose personal information about you with third parties, except when necessary to perform Services that you have engaged us to do, to otherwise provide products or services you’ve requested, or under the following circumstances:

• We may provide the information to trusted advisors or partners who work with us under confidentiality agreements. These persons may use your personal information to help us improve our Services or your use of this website.
• We may disclose personal information when required by court orders or other legal process, or to establish or exercise our legal rights or defend against legal claims, or as otherwise required by law.
• We may use your contact information for promotions or updates online and offline, provided that you may opt out of receiving promotional emails by clicking on an “unsubscribe” link, or otherwise by contacting us directly.

4. CONFIDENTIALITY AND SECURITY

We shall limit access to your personal information only to persons who need this information to improve or maintain this website, to provide Services, or to supply other products or services to you. We shall implement physical, electronic, and procedural safeguards that reasonably prevent unauthorised access to your personal information.

 

COOKIE POLICY

1. COOKIES

We use cookies to provide you with the best possible user experience. By using our website or Services, you agree to our use of cookies in accordance with this policy, unless you choose to limit our cookies as described below.

A cookie is a small file placed onto your device that enables certain features that we provide. We may place cookies on browsers that load our website. We may also place cookies on your device when you access or use certain portions of our website.

Third party vendors, including our trusted partners and analytics companies, may also place cookies on your device. These third party cookies may assist us in any of the features described below, including third party tracking, advertising and behavioural platforms.

2. DESCRIPTION

We, or our third party vendors, may use cookies as follows:

Authentications and security. If you have a member account on our site, cookies help us identify you, facilitate your log-in, support our security features, and detect malicious activity.

Preferences, features and services. Cookies can tell us what your communications preferences are, fill out order forms more easily, assist you with e-commerce facilities, and may provide you with customised content and features, to enhance your user experience.

Advertising. We may use cookies to show you relevant advertising or third party links, and to learn whether you visited or transacted with an advertiser or other third party. Our partners may use a cookie to determine whether we’ve shown an ad and how it performed, or provide us with information about how you interact with ads. We and our partners may also use cookies to track the websites, pages or links you’ve visited, and how you interact with them. This information may be used to continue showing you relevant advertising even after you’ve left our website, as you browse the web, and as you use mobile apps or search engines.

Analytics. We may use cookies to understand, improve, and research our website, our Services, or other products and features, including when you access our website from other websites, applications, or devices such as your work computer or your mobile device. For example, cookies collect and help analyse information about purchases that you make, and about other actions you take or information that you submit, such as clicking links in emails.

Affiliate marketing. We may use cookies in conjunction with our affiliate marketing efforts. When you visit one of our affiliates or partners and interact with an ad or link to us on their website, your browser will receive a tracking cookie that let us know that you found us through the affiliate or partner concerned.

3. CONTROLLING COOKIES
To limit or control all cookies, including cookies from third party vendors, you may use your browser settings. Certain applications may also allow you to delete all cookies. Alternatively, you can limit a third-party vendor’s use of cookies by visiting the Network Advertising Initiative opt out page.
However, if you do so, bear in mind that you may worsen your user experience, since you may disable some or all of the features mentioned above.