Terms and Conditions

Application and entire agreement

  1. These Terms and Conditions apply to the provision of the Services detailed in our estimate (Services), and otherwise, by Sponsored Ads Partners, a company registered in England and Wales whose registered office is at 49 Piccadilly, Piccadilly House, Manchester, M1 2AP (we or us), to the person buying the Services (you).
  2. You are deemed to have accepted these terms and conditions when pay for our Services or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our invoice (together, “the Contract”) are the entire agreement between us.
  3. These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealings. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf.  

Interpretation

  1. Within this agreement Sponsored Ads Partners shall be “the Seller” and/or the “Supplier” (both terms shall be used interchangeably hereafter) and the organisation or individual contracting with the Seller shall be “the Client”. Sponsored Ads Partners is a company registered in England and Wales, number 08517928
  2. A “business day” means any day other than a Saturday, Sunday or bank holiday.
  3. “The Client” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assignees) which purchases Services from the Supplier;
  4. Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.
  5. “Your Phrases”, means the key Phrases generated by the Seller in agreement with the Client, for the purposes of advertising the client’s services and/or chosen product.
  6. “Chargeback request”, means a request by the Client which results in a demand by that Client’s credit-card provider for the Seller to make good the loss on a disputed transaction.
  7. The commencement date for this agreement is the date of purchase, or as otherwise agreed between the parties.
  8. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  9. Words imparting the singular number shall include the plural and vice-versa.
  10. This contract will automatically renew for one further month, each calendar month, from the date of entering into the agreement.
  1. If you have entered into a extended marketing arrangement e.g. 3 months, 6 months or 12 months then your contract will automatically renew for a similar period if we don’t receive a valid cancellation

request (see ‘Cancellation” below) from you before the end of your extended marketing arrangement. This means that if you enter into a 3 month arrangement, then your contract will automatically renew for a further 3 months at the end of your current 3 months arrangement unless you cancel your contract and likewise for 6 month and 12 month arrangements.

  1. If the renewal payment date falls on a Saturday or Sunday, the payment will be debited on the preceding Friday.
  1. The Client is permitted to “pause” an account, but in order to do so, the account must be paid up to date and must in addition be paid at least a month in credit.
  2. An account cannot be paused for longer than 90 days.

Services

  1. With effect from the Commencement Date the Supplier shall, in consideration of the agreed Fees being paid, provide the agreed Services.
  2. We warrant that we will use reasonable care and skill in our performance of the Services. We can and may make any changes to the Services which are necessary to comply with any applicable law, regulation or safety requirement, and we will notify you if this is necessary.
  3. We will use all reasonable endeavours to complete the performance of the Services within the time agreed; however, time shall not be of the essence in the performance of our obligations.
  4. The Seller’s Service comprises the creation of online advertisements for the Client, based around the Client’s key Phrases and company name, as agreed up to and at point of sale.
  1. The Client agrees not to click onto the adverts via the LIVE version of Google, as this will affect the Seller’s daily monitoring.
  1. The Client also agrees to receive marketing emails from the Seller from time to time.
  1. In the event of suspected click fraud and/or unusually high traffic, or as otherwise necessary, the Seller reserves the right to pause and review suspect accounts. The Seller cannot be held responsible for such incidents, or for their consequences.
  1. The Seller will pause the adverts on a daily basis during the daily monitoring process. The Seller will only monitor the account for a maximum of 240 minutes per day. During this time, The Client may not see the adverts live. The Client acknowledges and accepts that their adverts may be inactive daily for a maximum period of 240 minutes per day.

Your obligations

  1. You must obtain any permissions, consents, licences or otherwise that we need to complete performance of our obligations under this contract, and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
  2. If you do not comply with clause 26, we may terminate the Services.
  3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of clause 26.
  4. It is the responsibility of the Client to ensure that we have the correct email address for them. Due to various issues such as strict spam filters, software updates/glitches etc, we cannot be held responsible for Clients not receiving reports, emails etc from us.
  5. It is the sole responsibility of the Client to inform us in any instance if they would like to cancel their marketing campaign and/or of any problems they may have.

Fees

  1. The Client agrees to pay the fees detailed in the invoice, or as otherwise agreed.
  2. The fees for the Services are as set out in the invoice issued to the Client (or as otherwise communicated).
  3. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Payment

  1. By placing an order for any of our Services, you confirm that you have read, understood, and agree to abide by these Terms and Conditions. 
  1. All payments required to be made pursuant to this Agreement by the Client must be made within 5 days of the date of the relevant invoice in USD in cleared funds to such bank as the Seller may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) as that party is required to deduct or withhold by law.
  2. Time of payment shall be of the essence in the contract; all payments are non-refundable.
  3. If the collection of any of the Client’s payments fail, collection will be automatically attempted within the next 5 days after the date payment was due.
  4. If the Client fails to make payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an rate equal to 4 per cent above the current Barclays Bank Plc base rate on any sum due and not paid on the due date.
  5. Such interest shall be calculated cumulatively on a daily basis and shall run until payment of the debt has been received in full.
  6. If you do not pay within the period set out above, we can and may suspend any further provision of the Services and cancel any future Services which have been ordered by, or otherwise arranged with you.

Cancellation and amendment 

  1. By submitting any payment to the Supplier, you indicate that you understand and agree to the above terms and conditions. 
  1. Within the first month the Client may cancel the agreement by providing 7 days notice AND submitting their request via the cancellation link, cancellation.sponsoredads.partners 
  1. If you wish to cancel the Services supplied to you, you should do so by visiting cancellation.sponsoredads.partners and completing the mandatory form provided. Sponsored Ads Partners will not accept any cancellation instruction in any other form or using any other medium. 
  1. Failure to cancel using the correct protocol and make this final payment if applicable – will mean that the account will remain open and continue to accrue further monthly charges until the remaining balance is satisfied. 
  1. After the first month, a notice period of thirty days is required to cancel any of our Services. 
  1. Upon receipt of your cancellation notification there will be one more final payment due to us from you in lieu of the 30 day notice period. 
  1. To reduce or increase their Phrases, the Client must follow the following protocol:
    1. The client must submit their request by email to Phrases@sponsoredads.partners;  
    2. The client must provide 7 days’ notice in month 1;
    3. The client must provide 30 days notice in month two and on any month following month; two. Requests for amendment will not be met for less than 2 Phrases per month.

Requests submitted which do not follow the above prototcol may not be actioned.   

  1. If you wish to amend the Services provided in any other way, you must inform us by email as soon as possible. 
  1. You will be liable for the cost of and occasioned by any such amendments. We will use all reasonable endeavours to make any required changes, and any additional costs will be invoiced to you as soon as reasonably possible. 
  1. If your such required amendments materially or significantly change the nature or scope of the Contract, the choice as to whether the Contract proceeds will be ours alone, and in the event that we decide to resile, we will not be regarded as in breach, and you will be liable for all reasonable Fees incurred by us up to the point of termination. 
  1. If, due to circumstances beyond our control, including those set out in the clause below (Force Majeure), we have to make any change to the Services or how they are provided, we will notify you immediately. You will be liable for the costs of and occasioned by any such amendments. We will use all reasonable endeavours to keep any charges incurred by such changes to a minimum.

Chargebacks

  1. Sponsored Ads Partners provides online advertising Services over the Internet. Given the specific nature of its Services, clients cannot return or exchange products, and therefore, the Seller does not accept Chargeback requests,, and submission of a Chargeback request will amount to breach of this contract by the Client.
  1. When the Seller receives a Chargeback notice from the Client, the Seller will immediately take the following action:
  1. The account in which the Service was purchased will be immediately blocked;
  2. All associated Services in the account are terminated;
  3. The Client’s credit card number with name, address and IP address are immediately added to a negative database, which is shared by thousands of merchants on the internet, both large and small. This may result in the Client not be able to purchase goods or Services from said merchants in the future.
  1. In issuing a Chargeback request, the Client expressly agrees:
    1. To pay to the Supplier an additional charge of $250.00 as recompense for the Seller’s time expended in dealing with the request.
    2. To the Supplier charging the amount in 54a) above to the Client’s credit card account. 
  1. You, the Client, agree not to issue Chargeback requests for any credit card or debit card payments made to the Supplier. You further accept the consequences of the action taken by the Seller, outlined in clauses 53 and 54, should you do so.

Termination

  1. We may terminate the provision of the Services immediately if you:
  1. Commit a material breach of your obligations under these Terms and Conditions; or
  2. Fail to pay any amount due under the Contract on the due date for payment; or
  3. Are or become, or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
  4. Enter into a “voluntary arrangement”, pursuant to Part 1 of the Insolvency Act 1986, or bring about any other scheme or arrangement with your creditors; or
  5. Convene any meeting of your creditors, enter into a voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, file any documents (or effect or enable such documents to be filed on your behalf) with the court for the appointment of an administrator in respect of you, give notice of intention to appoint an administrator, or effect or enable such notice to be given on your behalf or by or on behalf of any of your directors or by a qualifying floating charge holder (as defined in para.14 of Schedule B1 of the Insolvency Act 1986), pass or effect or enable a resolution to be passed or petition to be presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings to be commenced relating to your insolvency or possible insolvency.

Intellectual property

  1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause. 
  1. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract. 
  1. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the estimate for: 
  1. Any indirect, special or consequential loss, damage, costs, or expenses or;
  2. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or claims for indemnity for any of the above; or other third party claims; or;
  3. Any failure to perform, or delay in performing, any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
  4. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; or
  5. Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
  1. You must indemnify us against all damages, costs, claims and expenses suffered by us arising generally, or from any loss of or damage to any equipment (including that belonging to third parties), caused by you or your agents or employees.
  1. Nothing in these Terms and Conditions shall limit or exclude our liability, for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any circumstance for which it would be unlawful to exclude or limit liability.

Force Majeure (Circumstances beyond a party’s control)

63.We will not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond our control. If the delay continues for a period of 90 days, we may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

  1. All notices under these Terms and Conditions (except cancellations by the Client) must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party). 
  1. Notices shall be deemed to have been duly given:
    1. When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
    2. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. On the fifth business day following mailing, if mailed by national ordinary mail; or
    4. On the tenth business day following mailing, if mailed by airmail.
  1. All notices under these Terms and Conditions must be addressed to the most recent address, email address, or fax number notified to the other party, or otherwise utilised in correspondence.
  2. Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be affected by either party by causing to be delivered to the other party at its registered or principal office, or to such other address as may be notified to by the other party in writing from time to time.

Waiver

  1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy, nor stop further exercise of any other right, or remedy.
  1. No waiver by the Supplier of any breach of these terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given.

Severance

  1. If one or more clause of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provision/s will be deemed severed from the remainder of these Terms and Conditions, which will remain valid and enforceable unless such severance would result in contradiction of the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted.

Complaints

71.If you do have a complaint you would like us to address then, to ensure we can offer the most efficient Service to all of our Clients, we require that it is put in writing to us or emailed to accounts@sponsoredads.partners 

Law and jurisdiction

72.These terms and Conditions are governed by and interpreted according to the Law of England and Wales. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English and Welsh courts.