These General Terms are used by The FireBrand Agency. When any part of the Agreement refers to “we”, “us”, or “our”, it means The FireBrand Agency. References to the “Client”, “you”, or “your” refer to the person or organisation identified in the signed contract.
Formation of Agreement
These General Terms and any Service Schedule form the full Agreement. The Agreement begins when we acknowledge your signed contract or begin delivering Services, whichever is earlier. The Agreement will continue until the Services are completed, or for the Minimum Contract Term as defined in your contract, and thereafter until either party terminates it in accordance with the agreed notice period.
Changes to These Terms
We may change these Terms from time to time. If we make substantial changes, we will provide at least 14 days’ notice. If you object to a substantial change, you may terminate the Agreement before the change takes effect. Otherwise, your continued use of our Services means you accept the changes.
Our Responsibilities
As your digital marketing partner, we will carry out our services with a reasonable standard of care. Our PPC services may include:
Set-up & Build: Creating or configuring advertising accounts with platforms like Google Ads or Meta and building tailored campaigns for your business.
Monitoring & Optimisation: This may include strategies such as keyword research, competitor analysis, mobile optimisation, A/B testing, and ad extension implementation.
Transparency & Satisfaction: You will receive monthly reporting and retain full ownership of the advertising accounts. We welcome feedback to ensure our service meets your expectations.
We will use reasonable skill and care to provide the Services and aim to meet any agreed timelines, although these are estimates only. We are not responsible for delays caused by you, third parties outside of our control, or force majeure events.
Please note: we have no control over the algorithms that operate advertising platforms and therefore cannot guarantee ad placement, performance or the avoidance of negative impacts caused by changes made by you or those platforms.
We may coordinate services provided by third-party platforms (“Third Party Services”), but we are not responsible for the performance or failure of those third parties.
Your Responsibilities
To help us deliver our services effectively, you agree to:
Nominate a Primary Contact: One person should be responsible for communication, approval of ads and content, and access to necessary accounts.
Provide Access: You must supply relevant credentials such as website login, Google Ads, FTP, and Merchant Centre access.
Ensure Media Budget Availability: You are responsible for ensuring that any agreed ad spend is paid directly to advertising platforms. We will work within the agreed monthly budget. If ad spend increases, our management fee may increase to reflect 10% of total media spend, and we will notify you of any change in your Direct Debit.
Assist with Tracking: You are responsible for website tracking and integration. Our team may support this setup, but it is your duty to ensure all contact forms, calls-to-action, and tracking tools are working correctly, especially after any site changes.
Provide a Feed for Google Shopping: For Shopping campaigns, a live feed and an active Google Merchant Centre account are required. Our team will assist where possible, but ultimate responsibility lies with you.
Comply with Third Party Terms: You must adhere to the terms and conditions of any third-party platforms used in conjunction with our Services. Please ensure you understand and accept their terms before use.
Charges and Payment
You agree to pay the fees (“Charges”) set out in your signed contract, plus VAT where applicable, on or before the due date. Charges are payable by Direct Debit unless otherwise agreed in writing. Charges are separate from any costs you pay directly to third-party providers.
If payment is not received on time, we may suspend Services and charge interest at 4% above the Bank of England base rate. All Charges due under the Agreement become payable immediately upon termination.
We reserve the right to adjust Charges annually in line with inflation or by up to 3%, whichever is greater, with one month’s notice.
Cancellation and Termination
After the Minimum Contract Term, either party may terminate the Agreement by giving notice as set out in the contract.
Early termination may be permitted if both parties agree. If we agree to early cancellation, you must pay all Charges that would have become due during the remaining term, less any discount for early settlement.
Either party may terminate immediately if:
The other commits a material breach and fails to remedy it within 30 days.
The other becomes insolvent or ceases trading.
A change of control occurs in the Client’s organisation.
Termination will not affect rights accrued up to the date of termination.
Disputes
If a dispute arises, we will first try to resolve it internally. If unresolved, either party may refer the matter to arbitration by a single arbitrator under English law. The arbitrator’s decision will be final and binding.
Intellectual Property
All materials you supply to us remain your property. You grant us a licence to use them in connection with the Services. You confirm you have the right to provide this material and agree to indemnify us against any third-party claims related to its use.
All materials we create as part of the Services remain our intellectual property, unless otherwise agreed in writing. We may use anonymised data from your campaigns to improve our Services.
Limitation of Liability
We are not liable for:
Any amount exceeding the Charges paid in the previous 12 months;
Loss of profits, data, goodwill, or any indirect or consequential losses;
Delays or performance failures due to factors outside our control.
We do not limit liability for death, personal injury caused by negligence, fraud, or breaches of legal duties that cannot be excluded by law.
Data Protection
Both parties will comply with the UK GDPR and the Data Protection Act 2018. You are the data controller and we are the processor in most cases. Please see our Privacy Policy for full details.
Additional Legal Provisions
Force Majeure: Neither party is liable for delays caused by circumstances beyond their control.
Assignment: You may not transfer your rights without our written consent.
Severance: If any clause is invalid, the rest remain in force.
Waiver: Failure to enforce rights does not waive them.
Entire Agreement: This Agreement overrides all prior discussions or agreements.
Third-Party Rights: No third party has rights under this Agreement.
Confidentiality: Both parties agree to keep all information confidential unless required by law.
Governing Law: This Agreement is governed by English law and subject to the courts of England and Wales.