Last Updated: January 12th 2023
These terms and conditions apply and are legally binding whilst Avocado Services Ltd (Avocado Designs) supply services to you (our client) in relation to Digital marketing Services.
1. Parties to the Agreement
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In these terms & conditions you won’t find any complicated legal terms or long passages of unreadable text. We have tried to keep this as simple as possible.
These terms relate to our digital marketing services, we have separate terms and conditions for our website development.
1.1 In Short
You (our client), are hiring us Avocado Services Ltd (“We or Us”) to:
Manage digital marketing include PPC management, social media marketing, search engine optimisation, content marketing and email marketing, we have covered each one separately in this agreement.
Avocado Services Ltd is a limited company and is registered in England, company number 11638110. Our registered office is 33 Tillingbourne Gardens, London, N3 3JJ.
You can call us on 020 3887 3997
1.2 What do both parties agree to?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You confirm that you are acting in a business capacity and not as a consumer.
You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out here (unless this is changed and included into the agreement, in which case these are the ones that are binding).
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
If we agree to provide any more services or products in the future or additional services which are chargeable these services are still covered by these terms.
We will maintain regular contact with you so that you are kept informed.
Each service will have a principal point of contact, which can change. We will always use our best endeavours to provide a professional service and you need to be aware that if we are providing multiple services different people can take the lead role.
2. GDPR and Privacy
When you enter into an agreement with us you are also agreeing to the full terms of conditions of our separate data protections agreement. You can read this agreement here.
We do not store direct debit, credit or debit information nor do we share confidential customer details with any third party, our privacy policy is on the same agreement as the one of GDPR above.
3. Payment
Payment for our recurring services are to be made by direct debit, our partner here is GoCardless which is totally secure and keeps all your financial information safe. Alternatively, you can pay by credit card. We do not allow payment to be made any other way unless the service is a one off.
If, for whatever reason a service we provide is unpaid we reserve the right to suspend or cancel the service. Suspension of service is not something that we ever want to do so if there is an issue please talk to us. Suspension of services does not remove your liability to pay our charges. If we have to suspend an account then the balance of the amount under the agreement is due even if we are not providing that service.
4. PPC Management
Unless stated differently on the agreement our PPC management service is for a minimum period of three months. It then continues on a one month rolling contract until 30 days notice of cancellation is received in writing.
Termination of the agreement by either party has to be in writing (email is fine). Obligations to pay outstanding charges if applicable survive any termination and are still payable.
Charges by Google or Bing are separate from our fee for providing the services and are your responsibility. Non-payment of their charges and suspension of your account by either Google or Bing does not affect our fee charges even if we are unable to do our work.
When we run PPC management accounts the account remains with you, we are making adjustments to your account and at no time do you ever lose access to the Google or Bing account. The same applies if you do not have a PPC account when we start and we have to set the account up for you, it’s still your account not ours.
If for whatever reason you remove us from access to the account, the balance of the money due under the signed agreement would then be due for payment by you. You authorise us to use the current payment method to do this.
5. SEO Management
Unless stated differently on the agreement our Search Engine Optimisation (SEO) management service is for a minimum period of six months. It then continues on a one month rolling contract 30 days notice of cancellation is received in writing.
Termination of the agreement by either party has to be in writing (email is fine). Obligations to pay outstanding charges if applicable survive any termination and are still payable.
When we run SEO management accounts if we are provided access to any accounts by you these remain with you. If you do not have a Google Analytics account we will set this up for you and provide you access as it would be your account not ours.
If for whatever reason you remove us from accessing your website so we are unable to continue our work the balance of the money due under the signed agreement would then be due for payment by you. You authorise us to use the current payment method to do this.
6. Social Media Management
Unless stated differently on the agreement our Social Media management service is for a minimum period of six months. It then continues on a one month rolling contract until 30 days notice of cancellation is received in writing.
Termination of the agreement by either party has to be in writing (email is fine). Obligations to pay outstanding charges if applicable survive any termination and are still payable.
Charges for advertising by Facebook and other social platforms are separate from our fee for providing the services and are your responsibility. Non-payment of their charges and suspension of your account by Facebook or other social platforms does not affect our fee charges even if we are unable to do our work.
When we run social media management accounts we are using your accounts not ours and these remain your accounts and not ours and you will always retain access.
If for whatever reason you remove us from accessing your account and we are unable to continue our work the balance of the money due under the signed agreement would then be due for payment by you. You authorise us to use the current payment method to do this.
7. Email marketing
Unless stated differently on the agreement our email marketing management service is for a minimum period of twelve months. It then continues on a one month rolling contract until 30 days notice of cancellation is received in writing.
Termination of the agreement by either party has to be in writing (email is fine). Obligations to pay outstanding charges if applicable survive any termination and are still payable.
Charges for email sent above the agreed amount per month are payable in addition to our fee.
Additional charges, for things like ‘from’ addresses, landing pages, etc. will always be agreed in advance.
You agree to provide any content and images to us in a timely manner so as not to delay our work and you agreed that if we are able to do our work because you have not supplied what we need that our fee is still payable. Further, if you decide not to continue using us whilst under contract to us the money due under the signed agreement would then be due for payment by you. You authorise us to use the current payment method to do this.
8. Graphics and Photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
9. Technical Support
Hosting for your website is a service we provide, and it always includes support and maintenance of your site. This is a peace of mind package as we keep the software up to date and deal with security, plugins and framework updates.
Do remember that if you are using a separate hosting company you need to ensure that it has a good level of speed.
10. Legal Stuff
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed sever-able from this contract and shall not affect the validity and enforce-ability of any remaining provisions.
10.1 Intellectual Property Rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
10.2 Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs, completed projects and any services on our portfolio and in articles on websites, in magazine articles and in books. If you do not wish us to do this let us know and we will not.
10.3 Confidentiality
Where in the performance of its duties the Company obtains information about the client and the client’s customers or clients, including but not limited to financial data, client lists, policy statements, marketing information, methods of operation and any other confidential data, the Company agrees to maintain all such information in strict confidence and to use the same only for the purposes of the assignment and the performance of its duties. The Company further warrants that it has obtained similar undertakings from its employees and any personnel working for it, and that all personnel are bound by appropriate confidentiality undertakings.
10.4 Finally
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.
These Terms & Conditions, and any document expressly referred to in them, represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
