Terms and Conditions
STANDARD TERMS
1.0 DEFINITIONS
“Account” means the record of all Charges due from a Customer.
“Agreement” means the Agreement between Advertising Analytics and the Customer in respect of the Services incorporating these terms and conditions.
“Call Charge” means the applicable telephone charges for inbound and outbound services as shown on the invoices.
“Call Recording” means a computer based recording of a call stored on the platform.
“Charges” means the charges payable in respect of the Services (as amended from time to time in accordance with clause 5 below) as set out in the Quotation or Order Confirmation or as otherwise notified to the Customer before they are incurred.
“Classic” means a static number that is allocated to a client on a fixed basis. This product provides the Customer for the duration of this contract use of a Telephone Number for tracking purposes.
“CLI” means Caller Line Identity.
“Complete” Provides both Visitor Call Tracking and Classic numbers in a combined contract.
“Credit Limit” means the amount of Call Charges allowed by a Customer in each month. This will be agreed and can be varied by mutual consent.
“Customer” means the party named as such on the Quote or Order Confirmation to whom Advertising Analytics agrees to provide Services and by whom Charges are payable.
“Intellectual Property Rights” means any copyright, patents, design patents, registered designs, design rights, trademarks, service marks, trade secrets, know how, keywords, keywords performance, advertsising campaign set up, trade or business names, domain names and any other rights of a similar nature together with all registrations, applications to register and rights to apply for registration of any of the above rights and any licenses of or in respect of such rights.
“Advertising Analytics Client Services” means the Advertising Analytics employees responsible for liaising with Customers and can be contacted by mailing info@advertisinganalyticsltd.co.uk or by telephoning 02033765653 between the hours of 9am and 5pm Monday to Friday GMT / BST (excluding UK public holidays).
“Advertising Analytics” means Advertising Analytics Ltd, a limited company incorporated in England and Wales 09414528 having its registered office at C/O Tg Associates, 7 Jardine House, Harrovian Business Village, Bessborough Road, Harrow, Middlesex, HA1 3EX.
“Minimum Period” means the minimum time with which this Agreement shall apply unless otherwise mutually agreed. The Minimum Period for the Services is 12 months unless otherwise specified on the Quotation or Order Confirmation
“Minimum Call charge” means the minimum Call Charge that will be applied for a call duration as set out in the Quotation or Order Confirmation, or as otherwise notified to the Customer before they are incurred.
“Operator” means the provider of access to the Telecommunications Network.
“Order” means a Customer’s order for Services made on a Quote or Order Agreement or otherwise notified to Advertising Analytics by the Customer.
“Order Confirmation” lists the Services, Charges, Call Charges and frequency of those charges to be paid for by the Customer and provided by Advertising Analytics.
“Provider” means Advertising Analytics Ltd or the Platform provider.
“Services” means connection to the Telecommunications Network, management reports, provision of Telephone Numbers, and the provision of other telecommunications services (such as network call recording) as set out in one or more Quotes or Order Agreements for the Customer or otherwise agreed by the parties from time to time.
“Subscription” means the proportion of Charges for accessing Advertising Analytics’s reporting platform and setup of Visitor Call Tracking or Complete.
“Telecommunications Network” means the public and private telecommunications systems accessed by the Telephone Number or by which the Services are made available.
“Telephone Number” means the non-geographic telephone number(s) or geographic telephone number(s) which is allocated to a Customer and which is forwarded to a telephone number agreed between the Customer and Advertising Analytics or is forwarded to a number decided by the Customer at the point of dialling.
“Visitor Call Tracking” means a product developed by Advertising Analytics which automatically allocates telephone numbers for a limited period of time to individual website visitors. This product provides the Customer with temporary not permanent use of a Telephone Number.
“Terms and Conditions Agreement” means the online terms and conditions agreement acceptance form.
“Quote” or “Quotation” lists the Services, Charges, Call Charges and frequency of those charges to be paid for by the Customer and provided by Advertising Analytics.
RECITAL:
These are the standard Terms and Conditions on which Advertising Analytics Ltd conducts its business. By accessing the Advertising Analytics website you agree to be bound by these Terms and Conditions, they form a binding contract between you (the “Client”) and Advertising Analytics (the “Provider”).
WHEREAS:
- The Client has engaged the Provider to set up and act on its marketing campaigns (online and off line) and provide call tracking (if this option is taken up).
- Pay per click (“PPC”) marketing means you only pay when your advert receives a click. The price you pay per click depends on what your competitors are prepared to pay, but there are over twenty other factors involved in a PPC campaign.
- Your campaign will have a set daily budget, and your advert will remain visible until that daily budget is used up. Setting a daily budget allows you to benefit from steady exposure over a month, rather than using up all your money in just one or two days.
- Your monthly budget is paid directly to Google AdWords/Bing/facebook. Our management fees are paid monthly in advance. This price will include management fees to operate the marketing campaign and is exclusive of VAT.
- View Google’s introduction to online advertising and AdWords here
- ROLE OF THE PROVIDER
- The Provider agrees to perform the following actions as contemplated by this contract:
- To use its online system to create online advertisements based around the agreed and supplied services list provided by the Client.
- To deliver the Providers standard monthly report to the Client, on the Client’s campaign activities.
- To provide Clients with call tracking software (if this option is taken up) and provide access to the call tracking platform
- To link the call tracking platform to Google Adwords, Universal analytics and the clients CRM (if this option is taken and access details granted)
- To link an automated artificial intelligence led bidding platform to google adwords/bing/facebook and the clients CRM (if these options are taken up)
- Advertising Analytics will use all reasonable endeavours to provide the Services but Advertising Analytics shall not be liable for any failure resulting from factors outside Advertising Analytics’s control. In particular, Advertising Analytics is not responsible for the operation of the Telecommunications Network.
- Advertising Analytics will provide access to its web site for the provision of call data during the hours of 8.30 am and 7.30 pm GMT / BST (excluding UK public holidays during business days. Advertising Analytics will endeavour to have all planned maintenance outside of these hours but reserves the right in unforeseen circumstances to maintain the site during office hours in which case Advertising Analytics shall not be liable for non-provision of the call data reports.
- The Provider agrees to perform the following actions as contemplated by this contract:
- UNDERTAKINGS AND WARRANTIES
- The Client undertakes to the Provider as follows, the Provider:
- Shall have no duties or obligations other than those specifically set out in these Terms and Conditions or expressly otherwise agreed and no implied duties or obligations shall be read into them against the Provider and the Provider will only take actions as specifically set out in them.
- Shall have no responsibility for failing to provide information or take any action hereunder or by a time specified if such failure is attributable (directly or indirectly), and shall have no responsibility for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant hereto arising as a direct or indirect result of, any Force Majeure Event or any event where, in the opinion of the Provider, performance of any duty or obligation under or pursuant to this contract would or may be illegal or would result in the Provider being in breach of any applicable law, or any decree, order, award, decision or judgement of any court, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law but with which the Provider would normally comply) of any relevant authority to which the Provider is subject
- The Client further undertakes to the Provider that:
- It takes full responsibility for, and ensures, that it will not infringe or breach any applicable law by which it is bound including, but not limited to; UK legislation, including the Data Protection Act 1998, GDPR and any OFCOM or FSA regulations and PCI-DSS compliance relating to the use of the services or the recording of telephone calls. The Client may contact the Provider for information regarding features which may support PCI-DSS.
- Take appropriate security measures to safeguard the use of or access to the Service by any unauthorised person. The Customer is responsible for any person who has access to the Service and must ensure that they comply with this contract;
- Comply with any applicable non UK Legislation, including GDPR please see our position statement here, and privacy policy here , Data Protection Acts, in country Telecommunication or financial authorities regulations and recording of telephone calls legalities relating to the use of the services.
- Whilst Advertising Analytics carry out testing of numbers We cannot test all connections, it is essential that the Customer test any numbers that have been applied to your account before go live, Advertising Analytics cannot be held responsible if incorrect numbers are placed on advertising.
- The customer agrees that Advertising Analytics cannot guarantee a CLI will be presented to the called party and that any CLI passed to Advertising Analytics may not be the originating CLI or the CLI may have been altered.
- The Client undertakes to the Provider as follows, the Provider:
- FEES, COMMISSIONS AND EXPENSES
- The Client shall pay to the Provider, without set-off or counterclaim, an amount in respect of fees, commissions, costs and expenses as set out in the Client’s Such fees, commission, costs and expenses together with any VAT or other applicable tax payable thereon shall be payable monthly, in advance, within 10 days of their invoice date. Such amounts are non-refundable.
- Overdue payments shall be subject to interest at an annual rate equal to the statutory interest rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998 both before and after judgement.
- Certain services have additional costs which are outside the control of the Provider. Where any such charges are charged, or are increased to the Provider it shall forthwith advise the Client and be entitled to increase its own charges for the same services.
- The Customer is completely responsible for payment of all Call Charges incurred in the use of the Services regardless of whether the Services have been misused in anyway, including but not limited to the misuse or fraudulent use of Telephone Numbers.
- Minimum Call Charges apply using the following method: Client Agreement commencement before 1stDecember 2016 minimum one minute charge per call; Client Agreement commencement on or after 1st December 2016 all part minutes will be rounded up to a full minute.
- CONDITIONS OF APPOINTMENT
- Nothing in this agreement shall prevent the Provider from rendering services similar to those provided in this Agreement to other persons, firms or companies and carrying out business similar to or in competition with the business of the Client, subject to their marketing radius’ being mutually exclusive as defined by Google Adwords/ Bing/ Yahoo radius targeting.
- Any Pay per click account set up on behalf of the client is the sole property of Advertising Analytics ltd, this includes all data associated with those account(s). When the contract is terminated any pay per click accounts set up will be deleted.
- The Client and the Provider acknowledge and agree to be bound by the Providers published Privacy policy http://advertisinganalyticsltd.co.uk/privacy. The Client is registered under the Data Protection Act 1998 and agrees to fulfil its obligations imposed by the Data Protection Act 1998.
- The Client acknowledges that the only remedy it has against the Provider for any misrepresentation or untrue statement shall be a claim for damages for breach of this Agreement. However, if the Provider has made any fraudulent representations upon which the Client has relied, the Client may pursue the Provider, and the Client shall be entitled to all available remedies under English law.
- Except as expressly stated in these Terms and Conditions, in relation to the provision of services, the Provider shall have no obligation, duty or liability in or for contact, tort (including negligence and breach of statutory duty) or otherwise and all conditions, warranties, terms, representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded to the fullest extent permitted by law.
- Notwithstanding the provisions of these Terms and Conditions the Providers liability to the Client for breach of contract shall be limited to the cost of the contract. Any other liability shall be limited to the amount of relevant insurance cover carried by the Provider.
- Advertising Analytics does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence or that of its employees or agents.
- Except as stated expressly otherwise in this Agreement, in relation to the provision of Services, Advertising Analytics shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded to the fullest extent permitted by law.
- Advertising Analytics shall not be liable for any indirect or consequential losses, damage or expenses suffered by the Customer including (but not limited to) loss of anticipated sales profits or savings, goodwill, business contracts or losses resulting from third party claims.
- Notwithstanding the provisions of clause 4.8, Advertising Analytics’s liability to the Customer for breach of contract shall be limited to £5,000. Any other liability shall be limited to the amount of relevant insurance cover carried by Advertising Analytics.
- Formal complaints relating to the Providers services can be made to info@analyticsadvertising.co.uk. Full details of the complaint will be taken including Client contact details and preferred choice of communication. Complaints will be investigated with a view to resolving the complaint as quickly as possible and agreeing a course of action with the Client.
- The Provider only, shall in its absolute discretion, be entitled to assign, sub-licence, and sub-contract or otherwise transfer the contract whether in whole or in part, without prior approval. The Provider may transfer its right and obligations hereunder to a new provider in which circumstances the Client shall enter into a new contract with substantially the same terms, with the new provider.
- CALL TRACKING SERVICES
- The services are supplied subject to all limitations of the Telecommunications Network (the public and private telecommunications systems accessed by the telephone number(s) allocated to a Client, or by which the services are made available), including the risk of imposed prefix or number changes. The Provider shall use all reasonable endeavours to maintain the services 24/7, 365 days a year, but shall not be liable for any failure to maintain the services whether this arises from a technical or other failure of the Provider, the Telecommunications Network or otherwise. The Provider does not warrant that the services will be fault free or free of interruptions. In the event of any fault, breakdown or interruption in the services the Client should notify the Provider.
- The Provider will use all reasonable endeavours to provide the services but the Provider shall not be liable for any failure resulting from factors outside its control. In particular, the Provider is not responsible for the operation of the Telecommunications Network.
- The Provider will provide access to a 3rd party website for the provision of call data during the hours of 8.30am and 7.30 pm GMT/BST (excluding UK public holidays) during business days. All planned maintenance will be carried out outside of these hours, but the 3rd party provider reserves the right in unforeseen circumstances to maintain the site during office hours in which case neither the 3rd party nor the Provider shall be liable for non-provision of the call data reports.
- The Provider shall be entitled to:
- Perform basic normalisation on the caller line identity to the E.146 formatting, otherwise, we will pass the caller line identity on exactly as we receive it, for all incoming calls.
- Setup the Client account within 48hrs and commission the services within 10 working days upon acceptance of these Terms and Conditions.
- Provide the Client with all data records for 120 days on a rolling basis unless otherwise agreed.
- Provide the Client with access to call recording for 30 days on a rolling basis unless otherwise agreed.
- Subject the Client to a fair use policy. Telephone number(s) which are automatically allocated to a Client will be removed without notice where in the opinion of the Provider they do not generate enough call traffic to justify their allocation.
- Further the Provider can not:
- Guarantee all overseas systems will be able to connect to the telephone number(s) or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK.
- Guarantee that the Providers system will be able to fully report all details on international numbers.
- The Client agrees:
- To fully co-operating with any relevant authorities in connection with any misuse or suspected misuse of the services, and the Client consents to the Provider co-operating with any other party in connection with any fraudulent activity related to or connected with the services and agrees that the Provider shall be entitled to divulge the name and address and account information relating to the Client to such third parties.
- To take appropriate security measures to safeguard the use of or access to the services by any unauthorised person. The Client is responsible for any person who has access to the service and must ensure that they comply with these Terms and Conditions.
- To test any number(s) that have been applied to their account before go live. The Provider can not be held responsible if incorrect number(s) are placed on advertising.
- That the Provider cannot guarantee a caller line identity will be presented to the called party and that any caller line identity passed to the Provider may not be the originating one, or it may have been altered.
- INDEMNITY
- The Client agrees to indemnify and hold the Provider harmless against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the services.
- The indemnity contained in clause 6.1 constitutes a separate and independent obligation from the other obligations in these Terms and Conditions, will apply irrespective of any indulgence granted by the indemnified party in relation thereto and will continue in full force and effect despite the termination or expiry of the Clients use of the service.
- The Provider shall not be liable for any indirect or consequential losses, damage or expenses suffered by the Client including (but not limited to) loss of anticipated sales profits or savings, goodwill, business contracts or losses resulting from third party claims.
- NOTICES
- Any notices or instruction required to be given to any party shall be given by letter (to be delivered in person) or by, telephone, email or by any other method as agreed between the parties. Any notice or instruction given shall be in the English language and addressed to the relevant party as follows:
The Client | The Provider |
As provided in the online contact form |
C/O Tg Associates, 7 Jardine House, Harrovian Business Village, Bessborough Road, Harrow, Middlesex, England HA1 3EX Chetan Kaher info@advertisinganalyticsltd.co.uk 020 3376 5653 |
or such other address of which notice in writing has been given to the other party in accordance with these provisions. Such notice shall be deemed to be received 48 hours after delivery.
- MISCELLANEOUS
- The descriptive headings in these Terms and Conditions are for convenience of reference only and shall not define or limit the provisions.
- A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract, but this does not affect any right or remedy of any third party which exists or is available apart from that Act.
- These Terms and Conditions contain the whole agreement between the parties relating to the transactions contemplated and supersedes all previous agreements between the parties relating to these transactions. Each party acknowledges that, in agreeing to enter into this contract, it has not relied on any representation, warranty, collateral, contact or other assurance (except those set out herein) made by or on behalf of any other party. Nothing in this clause 8.3 limits or excludes any liability for fraud.
- If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable in any respect under the Applicable Law of any jurisdiction, that will not affect: (a) the validity, legality and enforceability under the Applicable Law of that jurisdiction of any other provision; and (b) the validity, legality and enforceability under the Applicable Law of any other jurisdiction of that or any other provision.
- The terms may only be waived by written consent signed by the party granting the waiver. The waiver by any party hereto of a breach of any provision shall not operate or be construed as a waiver of any other provision and any extension of time for the performance of any obligation shall not be deemed to be an extension of time for the performance of any other obligation.
- Intellectual Property
- All intellectual property rights currently owned by the Provider will at all times remain the property of the Provider. Such rights and information shall remain confidential and shall not be copied, disclosed or used without the express prior written consent of the Provider.
- All Intellectual Property Rights (IPRs) currently owned by Advertising Analytics or of its licensor will at all times remain the property of Advertising Analytics or of its licensor (as appropriate). To the extent that it is so entitled, Advertising Analytics grants the Customer a non-exclusive non-transferable licence to use the IPRs for the purpose of using the Services and for no other purpose. The Customer will not reproduce, modify, adapt, translate, reverse engineer, decompile or disassemble the software or create any derivative work based thereon or merge or include software with or in any other software.
- Copyright in all documents, drawings, designs and information (including if applicable any access codes supplied to the Customer in connection with this Agreement) shall remain vested in Advertising Analytics or the copyright owner. Such documents, drawings, designs and information are confidential and will not be copied, disclosed or used (except for the purpose for which they were supplied) without Advertising Analytics’s express prior written consent.
- Advertising Analytics shall have the exclusive right to commence, defend, conduct and settle all proceedings involving an infringement or alleged infringement of its IPRs or relating to the validity thereof. The Customer shall, at Advertising Analytics’s sole expense, give all reasonable assistance and such documentation as Advertising Analytics may (without limitation) require in connection therewith, and shall, without limitation to the generality of the foregoing, agree to be joined as plaintiff or defendant in any proceedings, provided always that Advertising Analytics shall have the sole right to commence, conduct settle or compromise any such proceedings and the sole right to the benefit of any settlement, compromise or award of a court, tribunal or the like.
- CONFIDENTIALITY
- Each party undertakes to each other that it shall not at any time disclose to any person any confidential information or data concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below:
Each party may disclose the other party’s confidential information:
- To its employees or to third parties who need to know such information for the purposes of carrying out the party’s obligations hereunder. Each party shall ensure that its employees, to whom it discloses the other party’s confidential information comply with this clause 9.1.
- To its employees or to third parties who need to know such information for the purposes of carrying out data analysis and marketing. Any data disclosed for these purposes shall be anonymised.
- As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Each party undertakes to each other that it shall not at any time disclose to any person any confidential information or data concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below:
- TERMINATION
- This contract may be terminated by the Provider or the Client for any reason by giving 30 days’ written notice to the other party. In the event that the Client defaults in respect of any of its obligations, the Provider shall be entitled to terminate this contract forthwith upon written notice to the Client. The Provider may terminate this contract immediately by notice in writing to the Client if any licence, permission, agreement or authorisation granted to the Provider necessary for the provision of the services is suspended, revoked or terminated.
- On the termination of this contract by either party, the parties shall be under no further liability arising out of this contract (except for any rights acquired before termination and the obligations of the Client under Clause 4.
- GOVERNING LAW
- This contract and any disputes or claims arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with English law.
- The parties irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of, or in connection with, this contract (including any dispute regarding the existence, validity or termination of this contract) and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of, or in connection with, this contract may be brought in such courts.
- General
- Advertising Analytics shall address all invoices and serve any notices on the Customer pursuant to this Agreement in writing by post to the address set out in the Quote or Order Agreement or the Customer’s registered office or any other address provided by the Customer for this purpose.
- The Customer shall serve any notice pursuant to this Agreement by post on Advertising Analytics at its registered office address.
- All documents shall be deemed served 48 hours after posting.
- Subject to clause 13.5 below, the Customer acknowledges that it has not been induced to enter into this Agreement by any representations made before or on entering into this Agreement (whether made negligently or innocently or whether oral or written) and that it has only relied upon matters set out in this Agreement in deciding to enter into this Agreement.
- The Customer acknowledges that the only remedy it has against Advertising Analytics for any misrepresentation or untrue statement shall be a claim for damages for breach of this Agreement. However, if Advertising Analytics has made any fraudulent representations upon which the Customer has relied, the Customer may pursue Advertising Analytics, and the Customer shall be entitled to all available remedies under English law.
- No variation of this Agreement or waiver hereunder shall be effective unless agreed in writing by Advertising Analytics.
- If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in questions shall not be affected as a result.
- The Customer shall not assign or try to assign any or all of the rights and responsibilities under the Agreement without Advertising Analytics’s prior approval. Advertising Analytics may transfer its right and obligations hereunder to a new Operator in which circumstances the Customer shall enter into a new Agreement in the same terms as this with the new Operator.
- Where two or more persons constitute the Customer their liability is joint and several.
- Advertising Analytics may require a variation to the terms and conditions of the Agreement if so required by legislation, or the Operator or Advertising Analytics.
- Advertising Analytics shall in its absolute discretion, be entitled to assign, sub-licence, and sub-contract or otherwise transfer this Agreement whether in whole or in part.
- Any dispute as to the sum to which Advertising Analytics is entitled pursuant to clause 5 shall be referred to a single expert to be appointed by Agreement between the parties or in default by the application of either party to the President for the time being of the Institute of Chartered Accountants. The expert’s fees will be shared equally by the parties.