Terms of Service Agreement

Zaddle Internet Marketing Ltd (“Zaddle”, “we”, “us”)
Registered office: 24 The Hardings, Welton, Lincoln, UK
Company number / VAT: 09524255
Contact: privacy@zaddle.co.uk | 0344 9930600

Effective date: 13th September 2025
Version: 1.1

1. Definitions

• Agreement: These Terms of Service, together with any Statement of Work (SOW), Proposal, Order, or Change Order agreed in writing.
• Business Day: Monday–Friday, 9:00–17:30 UK time, excluding public holidays in England.
• Client (“you”): The business entity purchasing the Services.
• Confidential Information: Non-public information disclosed by either party, including business, technical, and personal data.
• Deliverables: Tangible outputs (e.g., reports, roadmaps, dashboards, feeds, ad assets) specified in an SOW.
• Fees: Amounts payable for Services, expenses, and taxes as stated in the SOW or Order.
• Materials: Content, data, logos, product information, creative, or other assets you supply to Zaddle.
• Services: Zaddle’s professional services (Audits, Training, Managed Services, and related consulting) described in Section 3 and in any SOW.
• Third-Party Platforms/Tools: Services not operated by Zaddle (e.g., Google Ads, Microsoft Advertising, Google Analytics/GA4, Google Business Profile, Google Merchant Center, Amazon, Meta, TikTok, LinkedIn, Pinterest, web CMSs, payment processors, and SaaS tools).

2. Scope & Contract Structure

2.1 Each engagement is defined in an SOW/Order that references these Terms. If there is any conflict, the order of precedence is: (i) a Change Order, (ii) the SOW/Order, then (iii) these Terms.
2.2 Zaddle provides Services to business customers only. Consumer laws relating to individuals acting outside their trade or profession do not apply.

3. Services Overview

3.1 Audits: e.g., Technical SEO, Google Search Ads, Google Shopping (feed optimisation), Local SEO/GBP, GA4, Amazon Marketing, Microsoft/Bing Ads. Outputs typically include an executive summary, scorecard, prioritised action plan, and supporting evidence.
3.2 Training: Face-to-face, 1-to-1, 1-to-many/workshops, or live online—tailored agendas, live walkthroughs, exercises, templates, and Q&A.
3.3 Managed Services: Ongoing SEO, Ads, Shopping, Local SEO/GBP management, analytics/reporting, and advisory.

4. Client Responsibilities

4.1 You will provide timely access to relevant platforms (e.g., GA4, Google Ads, Merchant Center, GBP, Microsoft Ads, Amazon, CMS, Tag Manager), stakeholders, product data/feeds, and reasonable assistance.
4.2 You warrant that you have all rights and licences in the Materials and that they are lawful, accurate, and do not infringe third-party rights. You are responsible for claims arising from the Materials.
4.3 Approval cycles: you will review and approve Deliverables or provide consolidated feedback within 10 Business Days (or as stated in the SOW). Silence after this period constitutes approval/acceptance for billing and scheduling purposes.

5. Acceptance of Deliverables

5.1 Audits & Reports are deemed accepted on delivery. If you reasonably identify material errors not in accordance with the SOW, notify us within 10 Business Days and we will correct them at no additional charge.
5.2 Training is accepted on delivery of the session.
5.3 Managed Services are ongoing; individual assets (e.g., campaigns, ads, feeds) are accepted on publication or go-live.

6. Change Control

6.1 Either party may propose changes to scope, timelines, or Fees. Changes become binding only when agreed in writing (email suffices) as a Change Order referencing the affected SOW.
6.2 We will advise on any impact to Fees, delivery dates, or dependencies before proceeding.

7. Fees, Expenses & Payment

7.1 Fees are set out in the SOW/Order (e.g., fixed audit fee, training day rate, monthly retainer, or time & materials). All Fees are exclusive of VAT and government taxes.
7.2 Payment terms: invoices are due 14 calendar days from the invoice date unless stated otherwise in the SOW. We may suspend work for overdue amounts after prior notice.
7.3 Late payment: we may charge interest at 4% per annum above the Bank of England base rate, accruing daily, or claim statutory interest/compensation under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher.
7.4 Expenses (pre-approved travel, accommodation, venues, specialist tools, media/production) are billed at cost.
7.5 Media spend (e.g., Google/Microsoft/Amazon/Meta) is paid directly by you to the platform unless the SOW states otherwise.

8. Training: Scheduling & Cancellation

8.1 Dates are confirmed on booking and invoice.
8.2 Client cancellation/reschedule fees:

• 10 Business Days’ notice: no fee.
• 5–10 Business Days’ notice: 50% of training fee.
• <5 Business Days’ notice or non-attendance: 100% of training fee.

8.3 If Zaddle must reschedule due to illness or force majeure, we will offer the earliest reasonable alternative date at no additional fee.

9. Third-Party Platforms & Compliance

9.1 You acknowledge that Zaddle does not control Third-Party Platforms and is not responsible for their performance, policies, outages, review queues, or changes.
9.2 You will comply with applicable platform policies (e.g., Google Ads/Shopping, Microsoft Advertising, Amazon Ads, Meta, TikTok, LinkedIn, Pinterest), ASA/CAP Code, and applicable laws (e.g., consumer protection, privacy, e-commerce, sector-specific rules).
9.3 We may decline or pause work that we reasonably consider non-compliant or high-risk.

10. Warranties & Disclaimers

10.1 Each party warrants it has the power to enter into this Agreement. Zaddle warrants Services will be performed with reasonable care and skill.
10.2 Except as expressly stated, no guarantees are made regarding rankings, impression share, CPCs, CPMs, click-through rates, approvals, costs, ROAS/ROI, or specific commercial outcomes.
10.3 All other warranties and conditions (statutory or implied) are excluded to the fullest extent permitted by law.

11. Liability

11.1 Nothing limits either party’s liability for death/personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.
11.2 Subject to 11.1, each party’s aggregate liability arising out of or in connection with the Agreement shall not exceed 100% of the total Fees paid or payable by you in the 12 months preceding the claim (or the SOW value if shorter).
11.3 Neither party is liable for indirect or consequential losses, loss of profits, revenue, goodwill, or data.

12. Intellectual Property

12.1 Your Materials remain yours; you grant Zaddle a non-exclusive, royalty-free licence to use them solely to deliver the Services.
12.2 Unless the SOW states otherwise, Zaddle (or its licensors) retains all IP in methodologies, templates, training materials, processes, and tools. Upon payment in full, Zaddle grants you a non-exclusive, non-transferable licence to use Deliverables for your internal business purposes.
12.3 You must not resell, publish, or sublicense Zaddle training materials or templates without prior written consent.

13. Data Protection (GDPR)

13.1 Both parties will comply with UK GDPR and the Data Protection Act 2018.
13.2 Role allocation varies by Service:

• For most Managed Services and ads/analytics implementation, Zaddle is a Processor acting on your documented instructions.
• For Zaddle’s own administration/marketing, Zaddle is a Controller.

13.3 Where Zaddle acts as Processor, a Data Processing Addendum (DPA) forms part of this Agreement (Schedule A) detailing subject matter, duration, nature/purpose, data types, categories of data subjects, security measures, sub-processors, and international transfers.
13.4 You are responsible for obtaining all consents and providing privacy notices required for tags, pixels, remarketing lists, and feeds you instruct us to use.

14. Confidentiality

14.1 Each party will protect the other’s Confidential Information and use it only to perform this Agreement, disclosing only to personnel and advisers under confidentiality obligations.
14.2 Exceptions include information that is public, independently developed, lawfully obtained from third parties, or required by law/regulator/court (with prompt notice where lawful).

15. Subcontracting & Personnel

15.1 We may use vetted subcontractors/specialists; Zaddle remains responsible for their work.
15.2 Non-solicitation: You will not directly solicit for employment any Zaddle personnel involved in the Services during the engagement and for 6 months thereafter, save for general public recruitment.

16. Publicity

16.1 With your consent (not unreasonably withheld), Zaddle may reference your name/logo and non-confidential project summaries as case studies. Detailed disclosures require written approval.

17. Term, Renewal & Termination

17.1 Term: As per the SOW (fixed-term or rolling).
17.2 Termination for convenience (Managed Services only): Either party may terminate on 30 days’ written notice unless the SOW sets a different notice period.
17.3 Termination for cause: Either party may terminate with immediate effect if the other materially breaches the Agreement and does not remedy within 30 calendar days of written notice, becomes insolvent, ceases trading, or is subject to an analogous process.
17.4 Effect of termination: You will pay Fees for work performed up to the termination date (and committed third-party costs). Each party will return or destroy the other’s Confidential Information on request, save for legally required copies. Clauses intended to survive (e.g., Fees, IP, Confidentiality, Data Protection, Liability, Governing Law) continue.

18. Force Majeure

18.1 Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., outage of Third-Party Platforms, strikes, epidemic, extreme weather, war, or government action). The affected party will notify the other without undue delay and take reasonable steps to mitigate. If a Force Majeure Event continues for over 3 months, either party may terminate on written notice.

19. Notices

19.1 Formal notices must be in English and sent to the addresses/emails specified in the SOW (or as updated in writing), by hand delivery, recorded post, or email (with a reasonable record of transmission).
19.2 Notices are deemed received: (i) hand delivery—when delivered; (ii) email—when sent (if during Business Hours, else next Business Day); (iii) post—2 Business Days after posting within the UK, or 5 Business Days if international.

20. Assignment

20.1 Neither party may assign or transfer its rights or obligations without the other’s prior written consent (not to be unreasonably withheld), except to an affiliate or in connection with a bona fide business sale on giving notice.

21. General

21.1 Entire Agreement: This Agreement supersedes prior discussions on the subject matter. No party relies on any statement not set out here or in an SOW (save for fraudulent misrepresentation).
21.2 Variation: Any change must be in writing and signed (email acceptance is sufficient unless the SOW requires signature).
21.3 Severability: If a term is invalid or unenforceable, the remainder remains effective.
21.4 Waiver: A failure to enforce a right is not a waiver of it.
21.5 Relationship: The parties are independent contractors; no partnership, agency, or employment relationship is created.
21.6 No third-party rights: The Contracts (Rights of Third Parties) Act 1999 does not apply.
21.7 Non-exclusivity: Zaddle may provide similar services to other clients, including competitors, subject to confidentiality.
21.8 Counterparts & e-signature: The Agreement may be executed electronically and in counterparts.

22. Governing Law & Jurisdiction

22.1 This Agreement and any non-contractual obligations are governed by the laws of England and Wales.
22.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

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Schedule A — Data Processing Addendum (Summary)

A1. Subject matter & duration: Processing personal data in connection with the Services for the term of the Agreement.
A2. Nature & purpose: Digital marketing, analytics, ad operations, tag/feed management, reporting.
A3. Types of personal data: Online identifiers, device/IP data, CRM contact fields provided by Client, conversion events; no special category data unless expressly agreed.
A4. Data subjects: Client’s customers, prospects, site/app users, staff authorised to use platforms.
A5. Processor obligations: Process only on Client’s documented instructions; confidentiality; security; assist with data subject requests; notify personal data breaches without undue delay; delete/return data at end of engagement.
A6. Security: Appropriate technical and organisational measures (access control, MFA on ad/analytics platforms where available, least-privilege access, encryption in transit at platform level, secure password tooling).
A7. Sub-processors: Use of specialist vendors (e.g., task/project tools, analytics connectors) with appropriate safeguards; list available on request; Client may object on reasonable grounds.
A8. International transfers: Use of UK IDTA/Addendum or EU SCCs (as applicable) with supplementary measures.
A9. Audit: Reasonable information to demonstrate compliance; on-site audits by prior arrangement and at Client cost where required by law.

Schedule B — Service-Specific Terms (Outline)

B1. Audits: One-off engagements; Deliverables as specified; acceptance on delivery (Section 5).
B2. Training: See Section 8 for cancellation/reschedule; training materials licensed for internal use only.
B3. Managed SEO / Local SEO: No guarantee of ranking positions; Client to implement recommended site changes unless Zaddle is retained to do so; access to CMS/hosting and Search Console required.
B4. Google/Microsoft/Amazon/Meta/TikTok/LinkedIn/Pinterest Ads: Platform policy compliance required; ad/asset approvals remain platform-controlled; budgets can fluctuate with auctions and seasonality.
B5. Shopping / Merchant Center: Client responsible for product data accuracy, availability, and pricing; Zaddle may recommend feed and schema changes; disapprovals depend on platform rules.
B6. Analytics (GA4/Tag Manager): Tracking designs rely on Client’s site/app; any code deployments must follow Client’s change control; Zaddle provides testing instructions and recommended validation steps.