AN OVERVIEW (that’s non-contractual)
Our terms of service are designed to be as innocuous as possible. Our aim is to retain you as a client as a result of continuous good service rather than contractual tie-ins. The fact that you can give us notice at any time, keeps us on our toes.
As with any service though, we will require you to help us to help you. And yes, sadly we do have to protect ourselves too. So rather than try to bury these in the small print, the points highlighted below cover what we believe to be the slightly harsher terms in what we hope is a very mild set of T&Cs overall.
- First up, by asking us to do work for you, whether it’s in writing or otherwise, you will be deemed to have accepted our terms of service.
- Our rates are published at www.attacat.co.uk/about-us/rates
- Where we agree financial targets with you, we can’t guarantee to always achieve them for you (there’s too much outside our control). Of course we know it’s in our interests to achieve them and will keep you informed!
- Where work is chargeable, we will always tell you before hand.
- When we offer you a money back guarantee this can be evoked at any time during the specified time limit. However if you like us enough to ask us to do additional work within this period, you’ll be deemed to be waiving your rights to the guarantee.
- Where we are managing advertising spend for you on an ongoing basis we will charge a minimum monthly management fee and, whilst you may revise your budgets or quit at any time, we will assume you have authorised us to keep advertising until you tell us otherwise.
- Any discounts we offer will only be applied if your account is up to date.
- Our payment terms are 14 days, not 30 and apologies in advance for the fact that we take credit control very seriously. You give us the rights to pause and/or restrict your access to any third party service (e.g. Google AdWords) we are working on for you, in the event of non-payment.
- If we ever collect the wrong amount of money from you via direct debit, please contact us first to resolve the issue, rather than evoking the direct debit guarantee.
- Frankly we do not expect any issues but where we accept T&Cs with third parties on your behalf (e.g. with Google AdWords), you agree to abide by them, as at the end of the day, we are doing it for you!
- Where we provide you with login details to any system, the security etc. of them is your responsibility.
- We will give you the opportunity to review wording and search keywords we are using on your behalf, but it’s your responsibility to ensure that they present no legal issues. (Of course we will help where we can, but we aren’t lawyers (thankfully!))
- We are, sadly, unable to cover any costs associated with changes we may suggest to your website, including the implementation of tracking code.
- We retain ownership/copyright etc. of any work we do on your behalf but we give you a license to use it for the purposes for which it was intended. This includes any data generated by our work. We will never without your permission – use campaign specific data for any purpose other than for your direct benefit.
- We take your confidentiality very seriously, please do the same for us.
- Unfortunately we are not usually in a position to offer exclusivity. If we do work with a competitor, rest assured they won’t get their paws on your confidential data and information.
- Please don’t attempt to recruit our staff. We wont be amused (and indeed will bill you for an outrageously large recruitment fee).
- We can’t be held responsible for consequential losses (e.g. loss of profit) but you can require us to see to direct loses if we have been incompetent.
- Everything crossed that it will never be required but we do have PI insurance of £500,000 in place.
The Terms of Service follow below.
ATTACAT STANDARD TERMS OF SERVICE (The Contractual Part)
(Version 4.01 – updated on 05/10/2011)
Attacat’s Terms of Service below set out the standards of service you can expect from us. They also act as a contract between us, setting out responsibilities for both us and you.
In addition to these Terms of Service, we may also provide, typically in e-mail form, a so called “Letter of Engagement” further detailing the work we will be doing for you. If there is any conflict between the Terms of Service and such a Letter of Engagement, then the terms of the Letter of Engagement shall prevail.
When you are actively engaged with us, we will always give you at least 14 days notice of any changes to our Terms of Service.
WHO ARE WE?
Attacat Limited (“Attacat”, “we” or “us”) is a limited company registered in Scotland, number SC205117 with its registered office at: Third Floor, 86 George Street, Edinburgh, EH2 3BU. Our services focus on the management of paid search campaigns (such as those on Google AdWords and Yahoo! Search Marketing), related consultancy and other internet marketing consultancy.
OUR DUTY OF CARE
We will give your business all reasonable skill, care and attention at all times. This includes never recommending any expenditure that we feel is not in your best interests.
OUR TEAM AND YOUR ACCOUNT MANAGER
On instructing us for the first time you will be assigned an account manager as your day to day contact. Your account manager will be responsible for co-ordinating all your work within Attacat as well as carrying out many of the associated tasks. Your account manager will be a Qualified Google Advertising Professional.
Please note that we may occassionally use sub-contractors and we take particular care when engaging them to ensure that they work in the same way as any other member of our team.
Should you ever feel the need, you are welcome to escalate any issue to Tim Barlow at anytime.
OUR OFFICE HOURS
Our normal office hours are 9 a.m. to 5.30 p.m. Monday to Thursday and 9 a.m to 5.00 p.m. on a Friday. We take English bank and public holidays and the 2nd of January. Arrangements can be made to do work outside these hours if necessary and messages can always be left on our answering machine or sent to us by email. In emergencies over weekends etc. please use our website contact form which we monitor twice a day on non-working days (we also monitor for any notifications from paid search providers of our clients’ accounts being down). If you instruct us to work outside normal working hours then we reserve the right to charge an appropriate uplift on the standard hourly rate of the relevant fee earner(s) being asked to work depending on the circumstances.
Our work does, in almost all cases, bring about improved financial performance for your business. There are, however, always factors beyond our control that can have an adverse impact on the overall financial outcome of any piece of work, so we can’t guarantee such performance.
The performance of internet marketing can be difficult to predict, especially when untried (e.g. in the case of a paid search pilot campaign). Our experience helps to minimise the “error” element of this “trial and error” but it is still not uncommon to be surprised by the outcomes of tests.
This is why we believe in a culture of testing and measuring at Attacat and also why our fees are charged on the basis of work done, rather than the financial outcome of that work. We will usually agree targets with you but these should be viewed as performance yardsticks on which to base discussions rather than being seen as a guaranteed outcome of our work.
We will always tell you where work is chargeable over and above any work we have already agreed, prior to carrying out the work. We aim to offer our services under standard packages (such as our Paid Search Management service) or on a fixed fee quote basis wherever practical. Please note that this may be difficult to do at times if the scope of the work is not clear or if the request for the work is urgent. Where this is the case we will work on a time and materials basis. Where practical we will also estimate a likely maximum fee. Where we do so this will not be a guaranteed maximum.
In the cases where we offer our services on a percentage of advertising spend basis then:
- we reserve the right to review the bespoke work we include in your package if there is subsequently a significant reduction in advertising spend;
- we will usually report costs to you inclusive of the percentage fee to help you make decisions on the true costs to you;
- we will assume that the budgets you give us are to be viewed as being inclusive of the percentage fee.
Where you instruct us to manage advertising campaigns on an ongoing basis, our fees will be subject to a minimum monthly fee.
Our rates are published at www.attacat.co.uk/about_us/rates and are reviewed annually on the 1st of August. Should we need to change the rates outside this timescale, then you will be given prior notice.
We may charge you for any reasonable travel and subsistence expenses accrued in the delivery of our services. You will always be given prior notice of the nature of any expenses.
Any quote, usually issued by e-mail will be valid for 30 days from the date of issue.
All our fees are subject to VAT which is levied at the standard rates.
MONEY BACK GUARANTEE
From time to time we offer some of our services on a money back guarantee basis. In such cases you may request your money back for any reason and without explanation (whilst we don’t enforce this, we do ask you to judge us on our performance rather than that of any third party (e.g. Google)). Such request should be made by e-mail prior to the expiry of the guarantee. Such guarantee will only apply if specifically mentioned in a Letter of Engagement and will only remain in place for the specified time limit. For the avoidance of doubt, instructing us to continue to work beyond the initial time limit or budget will be viewed as demonstrating satisfaction with our work to date and therefore waiving your rights to the guarantee.
Please note that we can not refund monies paid to the providers (e.g. Google AdWords).
Where we are managing campaigns on an ongoing basis and no specific end date or fixed budget has been agreed with you, you shall be deemed to have authorised us to continue advertising on your behalf until you give us notice (via e-mail) to the contrary. You will of course be kept informed of your spend levels and any dramatic changes in likely monthly expenditure. Furthermore, you may revise your budgets at any time and as frequently as you wish, subject to any restrictions set-out by third parties.
Monthly budgets committed to will be deemed to be indicative, rather than maximum ceilings, unless you state otherwise (this leads to better value for money and a more even spread of your monthly budget).
We may from time to time offer discounts on some of our services. Where such discounts are ongoing (e.g. in the case of paid search management), they will only be applied where all sums due to us have been paid according to our credit terms.
In addition to professional fees, we will ask you to pay for any outlays, advertising costs and other out of pocket expenses incurred on your behalf. We will either ask you to pay such fees directly, request a deposit or agree credit terms with you.
Our invoices are payable on receipt. In the event of non payment within 14 days we shall be entitled to charge you for all costs associated with chasing the outstanding amount together with interest on the outstanding amount at the rate of 8% above the Royal Bank of Scotland base rate. We shall be under no obligation to carry out any further work for you until outstanding invoices have been paid in full. We shall also be entitled to set off any fees, expenses and outlays due to us against any credit balance or deposits held on your behalf before sending you the balance. Unless otherwise agreed with you in any Letter of Engagement, (a) we will charge for our work on (i) completion of the relevant matter, (ii) a monthly basis as the work progresses on an interim basis, or (iii) when the relevant work in progress reaches £1,000, whichever is the sooner; and (b) all invoices shall be made out to your business. Any payment you make to us on account of costs or any sum received by us on your behalf which is not received for a specific purpose, may be set off against any invoice (interim or final) issued to you by us.
In the event that any of our fees, outlays or other costs which are due by you to us remains outstanding you hereby give us permission to suspend not only our work but also the third party services we are working on as part of our service to you. You will be responsible for any resulting charges or costs. You also authorise us to remove your access and rights to any third party accounts we have been working on for you in the event of payments being outstanding.
INTEREST ON CASH DEPOSITS HELD BY US
As we will seek to minimise the size of any deposit required we do not usually pay any interest. Special arrangements may be made for substantial deposits.
Where we take payments by direct debit, in the event of any subsequent dispute you agree, on a best endeavours basis, to resolve such dispute directly with us rather than through the direct debit guarantee. We will refund any portion of fees collected in error within 30 days. We reserve the right to charge you for any costs that result from failed collections or you taking a refund through the direct debit guarantee.
THIRD PARTY ACCOUNTS
Although problems are not anticipated, by instructing us to set up or manage accounts for services offered by third parties you hereby (i) authorize us to accept the terms and conditions of business of such third parties on your behalf and (ii) agree to abide by such terms and conditions of such third parties. We will notify you immediately should any issue arise in connection with such terms and conditions of such third parties.
Although not a complete list, the most common ones we accept for you are listed below:
- Google AdWords –https://adwords.google.com/select/tsandcsfinder?country=GB
- Google Analytics http://www.google.com/analytics/en-GB/tos.html
- Google Accounts http://www.google.com/accounts/TOS
- Yahoo! Search Marketinghttp://searchmarketing.yahoo.com/en_GB/legal/piterms.php
- Microsoft AdCenter (only viewable through an active account)
Please note that where we accept these terms and conditions on your behalf, and where these vary by country we will choose the UK version, unless otherwise agreed.
Please note that we will usually ask for administrative level access to any third party services you have set up yourself but subsequently instruct and authorise us to work on. These will subsequently be treated in the same way under these Terms of Service as if we have set them up ourselves.
Where appropriate, we may give you login details if such a facility is available. You are responsible for the security of these details and hereby agree to indemnify us against any losses claims, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) that may result from a breach of security or misuse of the login details. Where we have provided you with access to any such systems, the login details must not be shared with or given to any third party. If you become aware of any unauthorised use of any such login details then you agree to notice us immediately.
TRADEMARKS, KEYWORDS & COPY
Whilst we will seek to highlight potential issues, it is your responsibility to ensure that the wording and search keywords we use as part of marketing your organisation comply with all applicable laws and regulations (including without limitation trademark laws). We will give you the opportunity to review the wording and search keywords. Where practical this will be done before going live but in some cases this may be after going live, especially where speed is of the essence. In the event of no response to the contrary, we will assume that you have given us permission to use the said wording and keywords. You hereby agree to indemnify us against any against any claims, losses, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) awarded against or properly and reasonably incurred or paid by us in relation to any infringement by you of any intellectual property rights or other rights of any third party.
As part of the services we offer, we may suggest changes to your website and/or the implementation of additional code into your website. The costs of implementing the changes and ensuring the suitability of any code are your responsibility. In the event of termination of your business relationship with us, you agree to remove, at our request, any such code that would result in ongoing costs for us.
OWNERSHIP OF OUR WORK
Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us, and we assert our moral rights. However, the fee you pay for our work permits you to make use of that material for the purposes for which it is created. This copyright also extends to our work carried out within accounts of third party services (such as Google AdWords).
We retain ownership of data within third party services that we manage on your behalf. We grant you a licence to use the data for your own internal use. This also applies to data generated whilst we work on accounts with third party services that you may have set up yourself. We may from time to time use data generated from your and other clients’ campaigns on an aggregated (e.g. general sector trends such as travel) or anonymous basis but will never use campaign specific data for any purpose other than for your direct benefit without your permission or as required by law.
Unless otherwise agreed, we may work for any other clients including those you may consider to be in competition with you. Where we work with competing companies, the companies will be assigned different account managers and either party’s confidential information will not be shared between those account managers.
We will respect your confidentiality. You hereby give Attacat permission to include your name as a client of Attacat in promotional material. You may withdraw such permission at any time on giving us written notice.
Any information (including reports and data) we make available to you may not be shared with any third party without our permission. Any knowledge you gain from us as a direct result of receipt of our services should be treated as confidential. This restriction applies beyond the end of your business relationship with us.
RECRUITMENT OF ATTACAT STAFF
You agree to not attempt to recruit or recruit our employees or those of our former employees who have been employed by us in the past 6 months. In the event of any breach by you of this clause, we will be entitled to immediate payment of £5,000 or 25% of the employees basic annual salary, whichever is the greater figure. This clause will remain in place until a period of 18 months beyond your formal termination of your business relationship with us pursuant to these Terms of Service.
If we process your personal data as defined in the Data Protection Act 1998 (as amended) we will (i) only do so for purposes notified to you; (ii) maintain appropriate technical and organisational measures to prevent unauthorised or unlawful processing of your personal data and against accidental loss or destruction of, or damage to, your personal data; and (iii) comply with your reasonable instructions concerning the processing of your personal data. We will normally hold details of your personal data for as long as you are a client and thereafter for 10 years.
Unless another limit is expressly agreed in writing by us, our maximum aggregate liability for any claim or series of related claims directly arising out of, or in connection with services and advice supplied by us to you (whether as a result of breach of contract, negligence or otherwise) shall not exceed (i) the sum of £500,000 or (ii) five times the amount of the fees that you pay us in connection with and during the month(s) of the relevant claim(s), whichever is the lower amount.
Although we may be liable for direct claims, we shall not be liable for any indirect or consequential claims, losses or damages in connection with services and advice supplied by us, including without limitation for loss of business, profits, reputation, goodwill, revenue, increased costs of working, interest or anticipated savings.
Nothing in these Terms of Service shall exclude or limit our liability for death or personal injury, which cannot be excluded or limited by law.
OUR PROFESSIONAL INDEMNITY INSURANCE
In the unlikely event of any claims against us, we have professional indemnity insurance cover in place for any claims up to £500,000.
If you wish to terminate your business relationship with us, you are entitled to do so at any time by providing written notice to us (e-mail notice is sufficient). You will remain responsible for our fees and outlays until termination.
If, following termination, we are required to carry out any work to make any third party accounts usable under your own management, then we reserve the right to charge an appropriate fee.
NO WAIVERS OF OUR RIGHTS
Failure (or delay) by us to exercise any rights available to us within these Terms of Service will not in any way diminish our rights.
ACCEPTANCE OF THESE TERMS OF BUSINESS
These Terms of Service (subject to the terms of any Letter of Engagement by us) shall govern our relationship with you unless we agree otherwise with you in writing or by email. We shall endeavour to provide you with a Letter of Engagement prior to beginning specific items of work however this may not always be possible. In the absence of (i) any Letter of Engagement or (ii) an acceptance from you in writing or by email of any Letter of Engagement and/or these Terms of Service, it shall be assumed that by providing us with your instructions you accept the terms of these Terms of Service in full and we shall proceed only on this basis.
GOVERNING LAW & JURISDICTION
These Terms of Service, any Letter of Engagement and our relationship with you shall be governed by and construed in accordance with Scottish law and the courts of Scotland.