1. DEFINITIONS AND INTERPRETATION

• The Agency: Wiser IT Limited.
• The Client: The organisation entering into an agreement for services.
• Services: The digital marketing, SEO (Search Engine Optimisation), PPC (Pay-Per-Click), or software development work defined in the SOW (Statement of Work).
• SOW (Statement of Work): The document detailing the specific project scope, hourly rates, and objectives.
• ICP (Ideal Customer Profile): The specific target audience definitions provided by the Client.

2. FEES AND MEDIA SPEND

• Professional Fees: The Client shall pay the Agency for the time spent performing Services at the hourly rate specified in the SOW.
• Media Spend: Unless explicitly agreed otherwise in writing, the Client is responsible for paying all advertising platforms (such as Google Ads, Microsoft Ads, Facebook or LinkedIn) directly. The Agency will manage these accounts, but will not be liable for payments due to third-party advertising platforms.
• Budget Caps: The Agency will adhere to the monthly billable limits set in the SOW.

3. PAYMENT TERMS AND LATE INTEREST

• Invoicing: Invoices are submitted monthly in arrears and are payable within 30 days.
• Late Payments: In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, the Agency reserves the right to charge interest on any overdue accounts at a rate of 8% above the Bank of England base rate.
• Debt Recovery: The Client shall also be responsible for any reasonable costs incurred by the Agency in recovering overdue payments.

4. INTELLECTUAL PROPERTY (IP) AND DATA

• Advertising Accounts: Upon termination of the agreement and full payment of outstanding invoices, the Client retains full ownership of their advertising accounts (e.g., Google Ads, Microsoft Bing) and the specific campaign structures built by the Agency.
• Bespoke Software: Ownership of any bespoke software, proprietary reporting tools, or web-based applications developed by the Agency remains with the Agency. The Client is granted a non-exclusive licence to use these tools for the duration of the service agreement.
• Data Access: The Client owns their raw lead and performance data. Upon request, and prior to the decommissioning of any Agency-owned software or reporting tool, the Agency will provide a data extract to the Client.

5. TERM AND TERMINATION

• Flexibility: Unless a specific fixed term is agreed upon in a SOW, there is no mandatory notice period.
• Final Settlement: Either party may end the engagement at any time, provided that the Client pays for all recorded hours and work completed up to the date and time of termination.
• Material Breach: The Agency may suspend services immediately if the Client fails to provide necessary platform access or if invoices remain unpaid.

6. CONFIDENTIALITY AND LIABILITY

• Confidentiality: Both parties agree to protect sensitive commercial information, including lead data, internal marketing strategies, and proprietary business processes, and shall not disclose such information to any third party without prior written consent.
• Liability Cap: The Agency maintains Professional Indemnity Insurance with a limit of £5,000,000. Subject to exclusions of loss, the Agency’s total aggregate liability for any claim or series of related claims arising from the Services, whether in contract, tort (including negligence), or otherwise – shall be limited to the total fees paid by the Client to the Agency in the 12 months preceding the claim.
• Exclusions of Loss: In no event shall the Agency be liable for any indirect, special, or consequential loss, including but not limited to: loss of profits, loss of anticipated savings, loss of business opportunity, or loss of goodwill.
• Third-Party Platforms: The Agency is not liable for service interruptions, account suspensions, or algorithmic policy changes implemented by third-party platforms (such as Google, Microsoft, Meta, or LinkedIn). While the Agency will exercise professional care, it is not responsible for financial losses resulting from the inherent volatility of these platforms.

7. GOVERNANCE

• Approvals: All significant structural changes to ad accounts must be approved by the Client’s designated lead.
• Jurisdiction: These terms are governed by the laws of England and Wales.