Terms of Service

1. Definitions

"Client" means the business or individual who has engaged Convertec to provide Services. "Services" means paid media management, creative production, growth strategy, analytics, and any other marketing or technology services agreed in a Proposal or Statement of Work (SOW). "Proposal" means a written document issued by Convertec detailing the scope of Services, fees, and deliverables. "Portal" means the Convertec client portal accessible at app.convertec.cloud. "Intellectual Property" means all patents, copyrights, trade marks, trade secrets, database rights, and other proprietary rights.

2. Engagement and scope

2.1 Each engagement begins with a signed Proposal or countersigned Statement of Work. These Terms are incorporated by reference into every Proposal.

2.2 Any changes to the agreed scope must be documented in a written Change Order signed by both parties. Work outside the agreed scope will be quoted separately.

2.3 We reserve the right to decline any instruction that is unlawful, misleading, or violates the advertising policies of any platform we manage on your behalf.

3. Fees and payment

3.1 Retainer fees are invoiced monthly in advance in pounds sterling (GBP). Project fees are invoiced as agreed in the Proposal, typically 50% on signing and 50% on delivery unless otherwise stated.

3.2 Invoices are due within 14 days of issue unless agreed otherwise in writing.

3.3 Late payments accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Advertising spend is separate from Convertec's management fees unless explicitly bundled in the Proposal. The Client is solely responsible for funding their own advertising accounts.

3.5 Convertec reserves the right to pause or suspend Services if any invoice is more than 21 days overdue, following written notice.

4. Onboarding and access

4.1 To deliver Services, the Client must grant Convertec access to relevant advertising accounts, analytics platforms, and any agreed third-party tools, via platform-native partner access mechanisms. We will never ask for your account passwords.

4.2 The Client represents that it has the legal authority to grant such access and that the advertising accounts are owned by, or legitimately operated on behalf of, the Client's business.

4.3 The Client agrees to provide accurate briefs, brand guidelines, and product or service information within timescales agreed at onboarding. Delays in providing required materials may delay campaign launch and relieve Convertec of responsibility for missed milestones.

5. Intellectual property

5.1 Upon receipt of full payment, Convertec assigns to the Client all rights in creative assets produced specifically for that Client under the engagement, including ad copy, video edits, and graphic designs.

5.2 Convertec retains ownership of all proprietary methodologies, frameworks, templates, tools, and workflows developed independently of the Client engagement.

5.3 The Client grants Convertec a limited, non-exclusive, royalty-free licence to use the Client's brand assets, trademarks, and advertising accounts solely to deliver the Services.

5.4 Convertec may reference the Client's name, logo, and general results, without disclosing confidential financial data, in its portfolio, case studies, and marketing materials, unless the Client requests otherwise in writing.

6. Confidentiality

6.1 Both parties agree to keep confidential all non-public information disclosed by the other party in connection with the Services, including commercial terms, campaign data, and business strategies ("Confidential Information").

6.2 Confidentiality obligations survive termination of the engagement for a period of 3 years.

6.3 Neither party will disclose Confidential Information except: (a) to its employees or advisors on a need-to-know basis; (b) as required by law or regulation; or (c) with the other party's written consent.

7. Warranties and representations

7.1 Convertec warrants that it will perform Services with reasonable skill and care in accordance with industry standards.

7.2 Convertec does not guarantee specific advertising results, ROAS targets, revenue figures, or platform approval of ads. Digital advertising involves variables outside our control, including platform algorithm changes, auction dynamics, and market conditions. Results referenced on our website are illustrative and not a guarantee of future performance.

7.3 The Client warrants that all products, services, and claims in advertising materials are legal, accurate, and compliant with applicable consumer protection law.

8. Limitation of liability

8.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.

8.2 Subject to Clause 8.1, Convertec's total aggregate liability to the Client in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client in the 3 months immediately preceding the event giving rise to the claim.

8.3 Convertec is not liable for loss of profits, loss of revenue, loss of data, loss of business, or any indirect or consequential loss, even if foreseeable.

8.4 Convertec is not liable for losses arising from platform policy changes, account suspensions imposed by advertising platforms, events of force majeure, or the Client's failure to provide timely access or approvals.

9. Termination

9.1 Either party may terminate a retainer engagement by giving 30 days' written notice.

9.2 Either party may terminate immediately by written notice if the other party materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice.

9.3 On termination, the Client must settle all outstanding invoices within 14 days. Convertec will return all advertising account access and transfer ownership of all deliverables for which payment has been received.

9.4 Clauses relating to confidentiality, intellectual property, limitation of liability, and governing law survive termination.

10. Governing law and disputes

10.1 These Terms are governed by and construed in accordance with the laws of England and Wales.

10.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

10.3 Before commencing any legal proceedings, both parties agree to attempt in good faith to resolve any dispute through senior management escalation within 14 days of written notice of the dispute.

11. General

Entire Agreement — These Terms, together with the Proposal or SOW, constitute the entire agreement between the parties and supersede all prior representations and agreements. Severability — If any provision is found unenforceable, the remaining provisions will continue in full force. Waiver — Failure by either party to enforce a right does not constitute a waiver of that right. Assignment — Convertec may assign its rights and obligations to an affiliate or successor business. The Client may not assign without Convertec's prior written consent. Notices — Formal notices must be sent by email to legal@convertec.cloud (for Convertec) or to the email address on the Client's invoice.