1. Definitions and Interpretation

• In this Agreement unless the context otherwise requires:

Agency: means AI Growth Agency Ltd (Company No. 05051952), incorporated in England and Wales. Registered Address: Technology Centre, Bridge Street, Church, Lancashire, BB5 4HU

Client: means the entity identified in the Service Agreement.

Agreement: means these Terms and Conditions together with the Service Agreement.

Service Agreement: means the document signed by the parties setting out the Services, Fees, Start Date, Initial Term and any Break Clause.

Start Date: means the date specified in the Service Agreement.

Initial Term: means the fixed minimum term specified in the Service Agreement or, if none is specified, twelve months commencing on the Start Date.

Renewal Term: means each successive fixed period of twelve months following expiry of the Initial Term.

Contract Year: means each consecutive twelve-month period commencing on the Start Date and each anniversary thereof.

Management Fee: means the recurring monthly fee calculated as the greater of (a) £350 per month or (b) the applicable percentage of advertising spend specified in the which is chargeable as a Management Fee on the Service Agreement.

Committed Monthly Advertising Spend: means the anticipated monthly advertising spend specified in the Service Agreement for the purpose of determining eligibility for any discounted management fee.

Authorised Representatives: means the individuals identified in the Service Agreement or other senior representatives of the parties.

Material Breach: means any of the following,

• failure to pay any invoice when due
• removal, restriction or suspension of Agency access to advertising accounts or related infrastructure
• failure to maintain account funding or verification
• unauthorised interference with campaigns or tracking systems
• initiation of an unjustified payment chargeback or payment dispute
• insolvency or repudiatory conduct
• repeated interference or changes within the campaign settings and systems

• Where a Break Clause is specified in the Service Agreement it shall apply only during the Initial Term unless expressly stated otherwise.
• In the event of conflict between the Service Agreement and these Terms, the Service Agreement shall prevail only in respect of Fees, Services, Start Date, Initial Term and Break Clause. In all other respects these Terms shall govern.

2. Term and Automatic Renewal

• This Agreement shall commence on the Start Date and continue for the Initial Term.
• Upon expiry of the Initial Term this Agreement shall automatically renew for successive Renewal Terms of twelve months unless the Client serves written notice of termination in accordance with Clause 19.
• Any Break Clause applies only if expressly stated ion the Order From.
• Each Renewal Term shall constitute a further fixed twelve month contractual commitment on the same terms.
• Time is of the essence in respect of termination notice.

3. Services

• The Agency shall provide paid advertising management services within the Client-owned advertising accounts using reasonable skill and care.
• The Agency shall determine strategy, implementation methodology, optimisation cadence and execution approach in its professional discretion.
• The Agency retains sole discretion as to optimisation frequency, testing methodology and workflow cadence.
• The Services are outcome-focused and not time-based. The Client acknowledges that the Management Fee is not calculated by reference to hours worked, number of changes made or volume of activity.
• No representation or guarantee is made as to specific commercial outcomes, revenue, return on ad spend, lead volume or platform positioning.
• Effective performance depends upon stable account access, funding and non-interference.

4. Campaign Objectives

• The Client's primary commercial objective at the Start Date shall be recorded in the Service Agreement.
• The Agency will optimise campaigns to support that objective and retains professional discretion over campaign strategy, optimisation methodology and tactical implementation.
• Campaign activity may include initiatives focused on awareness, traffic, lead generation and sales.
• Campaign priorities may evolve over time based on performance data and collaboration between the parties.
• Any material change to the contracted services shall be recorded in writing.

5. Performance Reporting

• The reporting platform specified in the Service Agreement shall be used as the primary reference point for performance reporting and evaluation under this Agreement.
• The Agency may utilise additional data sources and analytical tools for optimisation, strategic planning and performance analysis. However, in the event of any discrepancy between reporting sources, the platform specified in the Service Agreement shall serve as the agreed reference for campaign performance reporting unless otherwise agreed in writing by the parties.

6. Fees and Payment

• Any Setup Fee specified in the Service Agreement is payable upon execution of the Agreement and is non-refundable once work has commenced.
• The Management Fee shall be calculated monthly in arrears based on actual advertising spend incurred in the relevant calendar month.
• The Management Fee shall be the greater of:
  (a) £350 per month
  (b) the applicable percentage of advertising spend specified in the Service Agreement.
• Invoices are payable within seven (7) days of issue.
• Any dispute relating to an invoice must be raised in writing within seven (7) days of the invoice date. Failure to raise a dispute within this period shall constitute acceptance of the invoice.
• Where invoices remain unpaid after the due date, the Agency reserves the right to charge reasonable administrative costs incurred in pursuing payment, including £50 per telephone call and £5 per email. These charges may be avoided by prompt settlement of invoices.
• Where invoices remain unpaid after the due date, the Agency may suspend Services until payment is received. Such suspension shall not relieve the Client of its payment obligations under this Agreement and may constitute a Material Breach.
• The Management Fee is payable in consideration of strategic oversight, reserved capacity, campaign management and professional execution irrespective of the number of edits or adjustments made.
• Services outside standard campaign management including landing page work, tracking remediation, consultancy or recovery work arising from Client interference may be charged separately.

7. Annual Fee Adjustment

• The Agency may adjust the fees to reflect increases in advertising platform costs, market conditions including but not limited to cost-per-click inflation across major advertising platforms.

8. Exclusive Management and Non-interference

• During the Term the Agency shall have exclusive management control of agreed paid advertising campaigns.
• The Client shall not implement any change, regardless of scale or perceived materiality, to campaigns, budgets, bidding strategies, tracking configurations, audiences, landing pages or creative assets without prior written agreement from the Agency.
• Where the Client makes any unauthorised change:
  (a) the Agency shall not be responsible for resulting performance impacts
  (b) remedial work may be chargeable
  (c) repeated interference may constitute a Material Breach

9. Account Access, Funding and Verification

• The Client owns the advertising accounts and grants the Agency full administrative access for the duration of the Agreement.
• The Client is responsible for maintaining account verification status, valid payment methods, platform compliance and sufficient account funding.
• Failure to maintain account funding, verification or access shall not suspend or reduce the Management Fee.

10. Discounted Fee Eligibility

• Where a discounted management fee percentage is specified in the Service Agreement, such pricing reflects the anticipated advertising spend level recorded in the Service Agreement.
• If the Client's advertising spend in any month falls more than fifteen percent (15%) below the Committed Monthly Advertising Spend, the discounted fee shall not apply for that month and the Standard Management Fee Percentage specified in the Service Agreement shall apply.
• The discounted management fee shall resume if the Client's advertising spend returns to or exceeds the Committed Monthly Advertising Spend.

11. Variation

• No variation to this Agreement shall be effective unless agreed in writing by authorised representatives of both parties.
• For the purposes of this clause, written agreement may include a signed document or written confirmation by authorised representatives of both parties, including confirmation by email.
• Routine operational discussions, campaign feedback or optimisation instructions shall not constitute a contractual variation unless expressly stated to be a variation to this Agreement.

12. Client Obligations

• The Client shall provide timely cooperation, accurate information and required materials
• The Client shall not interfere with campaign architecture, tracking systems or advertising accounts without written approval.
• The Agency shall not be responsible for campaign performance during any period in which campaign structures, tracking systems, landing pages or advertising infrastructure are modified by the Client or third parties without Agency approval.
• The Client is responsible for maintaining operational infrastructure including website functionality, landing pages, hosting, domains, tracking mechanisms and product feeds.
• Any failure of such infrastructure shall not relieve the Client of payment obligations.

13. Intellectual Property

• The Client retains ownership of advertising accounts and raw advertising data.
• The Agency retains ownership of optimisation frameworks, campaign architecture models, tracking infrastructure, attribution frameworks, automation systems, scripts, landing page templates, reporting structures and internal tools used in delivering the Services.

14. Client Compliance Warranty

• The Client warrants that its products, services, advertising claims and website content comply with all applicable laws and advertising platform policies.
• The Agency shall not be responsible for advertising account suspensions, policy enforcement actions or platform restrictions arising from the Client’s content, products, services, website, business practices or other Client-controlled factors.
• Where the Client requests assistance in resolving such issues, the Agency may provide remediation support at its discretion and such work shall be treated as additional services and will be charged separately.

15. Confidentiality

• Both parties shall keep confidential all proprietary and confidential information received during the Term.
• The obligations in this Clause shall survive termination of the Agreement.

16. Limitation of Liability

• Nothing excludes liability for death, personal injury, fraud or fraudulent misrepresentation.
• Total liability in any Contract Year shall not exceed the Fees paid in that Contract Year.
• The Agency shall not be liable for loss of profit, loss of business, indirect loss or third-party platform actions.

17. Force Majeure

• Neither party shall be liable for failure or delay in performing its obligations under this Agreement where such failure or delay results from events beyond its reasonable control including but not limited to acts of God, war, terrorism, civil disturbance, internet outages, failure of advertising platforms, or failures of telecommunications or hosting infrastructure.
• The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effects of the event.

18. Limitation of Liability

• Total aggregate liability in any Contract Year shall not exceed the total Management Fees paid during that Contract Year.
• The Agency shall not be liable for loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, indirect or consequential loss or actions taken by advertising platforms.

19. Early Termination

• Upon Material Breach by the Client all Management Fees projected for the remainder of the current Term shall become immediately due and payable.
• Projected Fees shall be calculated based on the higher of:
  (a) the average monthly advertising spend of the preceding three active months
  (b) the Committed Monthly Advertising Spend
  (c) the minimum monthly fee multiplied by the remaining months of the Term.

20. Termination

• Either party may terminate for Material Breach not remedied within fourteen days.
• The Client may not terminate for convenience during a Term.
• Termination notice must be served at least three full calendar months prior to the end of the Initial Term or Renewal Term.
• Notice shall be deemed received five working days after posting or two working days after email transmission where no bounce-back occurs. Notice is valid if:
  (a) sent by recorded delivery to the registered office of the receiving party and deemed received nine days after posting
  (b) sent by email to the designated contractual contact address and deemed received three days after sending provided no bounce-back notification is received.
• Failure to provide valid notice results in automatic renewal.

21. Entire Agreement

• This Agreement, together with the Service Agreement, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, proposals or agreements relating to the Services.
• Each party acknowledges that it has not relied upon any representation or statement not expressly set out in this Agreement.

22. Governing Law

• This Agreement is governed by the laws of England and Wales and subject to the jurisdiction of the courts of England and Wales.