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Online Marketing Agreement

Online Marketing Agreement

In the interest of a strong partnership and successful advertising campaigns, we have outlined the responsibilities and requirements of our agreement below. These Service Terms are subject to the General Terms and each individual term applied unless agreed otherwise in your contract

The SearchPoint Group Ltd Operates independently. We are not employed, endorsed, or agents of Google™, Bing™, Meta™, or any other platforms mentioned.

Profile Optimisation Software

The SearchPoint Group Ltd will create the buyer an account on our platform and will send the logins to the buyer via email. The SearchPoint Group Ltd will use the buyer’s information, their current business profiles, and website (if applicable) to populate the buyer’s account with services, areas covered, and images. It is the buyer’s responsibility to ensure any information carried over from other sources into our platform is correct and to inform us of any incorrect information.

The user agreement for this software is on a 30-day rolling contract, meaning we require 30 days notice of cancellation at any time. It is the buyer’s duty to remove themselves from our platform, and email support@searchpointmedia.co.uk confirming this in the event of cancellation. We cannot accept cancellation via a phone call, however, we can talk the buyer through the process, which should take no longer than 2 minutes if logged in.

Business Profiles (Google MyBusiness, Bing, Facebook, Instagram, etc.)

The SearchPoint Group Ltd will create or take over management or ownership of your online business profile(s). It is the buyer’s responsibility to ensure any verification codes, or further information required to verify the listing is given to The SearchPoint Group Ltd within the 14-day timeframe, otherwise, the account will continue to be billed as normal. If the SearchPoint Group are Primary Owners of a business profile or page or have set up a profile on behalf of a business and retain ownership, we require an admin fee of £299 + VAT to transfer ownership and cancel the agreement.

Payment Methods

The SearchPoint Group Ltd accepts most major credit and debit cards, excluding American Express and pre-pay debit cards. We also accept Direct Debits for monthly payments and Klarna for payments over £100. Upon the buyer setting up a Direct Debit on our online payment portal, the buyer agrees to our terms and conditions and rolling monthly agreement.

Billing

The SearchPoint Group Ltd bill monthly, unless agreed otherwise. The billing date starts from the day The SearchPoint Group Ltd send the initial email containing the login instructions for our platform or a confirmation email of any ads, posts, or website updates being completed. This will then be the monthly payment date for any other products or services the buyer purchases from The SearchPoint Group Ltd. The buyer can change their payment date at any time by giving 30 days notice and clearing any pro-rata balance.

Cancellation

We operate our Local Profile Optimisation on a 30-day rolling agreement, meaning The SearchPoint Group Ltd require 30 days notice of cancellation at any time from the buyer if they want to exit the contract. The SearchPoint Group Ltd cannot cancel an agreement via a phone call, as the buyer has to remove their connection to our platform and email us so we have the date of cancellation in writing. We can, however, talk a buyer through the process.

The buyer is responsible for removing themselves from our platform (otherwise the buyer is still using our service and will be billed accordingly) and email support@searchpointmedia.co.uk confirming this, so we have it in writing. It is from this date we would start the 30 day notice of cancellation. The SearchPoint Group Ltd will then process the final payment on this day and confirm full cancellation of the account. Any payments due within the final 30-day period will need to be cleared before the account is closed, otherwise will continue to bill for use of our services.

For example, if the payment date is the 12th of each month, and the buyer removes themselves from our software and emails confirming this and notifying us of the cancellation on or before the 11th (the day before the 12th), the amount owed on the 12th day will be the final payment if cleared on day of cancellation. If the buyer does this after the 12th of the month (their arranged payment date), or doesn’t clear the outstanding amount as part of their cancellation request, then the next payment date of the 12th of the following month will be the final payment date.

The buyer will continue to be billed for services until the buyer has removed their account from our platform using the log-ins set up at the time of signing up and agreeing to The SearchPoint Group Ltd’s terms. We cannot terminate this agreement without the buyer both settling the outstanding balance and removing their account from the provided software, and will continue to invoice as the buyer would still be benefiting from the provided service. Without prejudice to the agreed contract, the generality of this agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances.

  • There is a material breach of the terms and obligations of this agreement from either party and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other party.
  • The other party makes any voluntary arrangement with its creditors or, being a Company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986)
  • The other party, being an individual or firm, has a bankruptcy order made against it or, being a company, is unable to pay its debts as they fall due, ceases to trade, or threatens to cease to trade, and goes into liquidation.

 

In addition, The SearchPoint group Ltd reserve the right to terminate the contract in the event of a change of control of the client. The termination of this agreement shall be without prejudice to any rights which have already accrued to either of the parties under this agreement. Should any dispute or difference arise between The SearchPoint Group Ltd and the client concerning this agreement, we will aim to resolve the matter internally as part of our complaints procedure. If no resolution agreement is reached, the matter may be referred to a single arbitrator to be agreed upon by the parties.

Cancellation of management can be made within the last month of the buyer’s 12-month term. If SearchPoint Group Ltd does not receive a cancellation notice within the last month of the agreement, the management will renew at the same rate and term.

Accounts In Arrears

The SearchPoint Group Ltd reserve the right to charge late payment fees of 5% per failed transaction. If the buyer fails to make payment on 3 consecutive months, The SearchPoint Group Ltd reserves the right to request full payment for the rest of the agreed term. We use a third-party debt collection agency for payments over 3 months, chargeback disputes and unpaid invoices over 3 months overdue.

In the event of repeated missed payments, The SearchPoint Group Ltd reserves the right to stop or withhold services, suspend websites, disconnect provided business landlines, or revoke these entirely until the outstanding balance is settled.

Failure to pay, cancellation of a direct debit, or other methods of payment avoidance do not constitute a cancellation and will not be treated as such.

Chargebacks

Any chargebacks requested by the buyer to their credit or debit card provider without prior notice or following our refund process will be strongly contested by The SearchPoint Group Ltd through a dedicated credit control team. The SearchPoint Group charge an administration fee of £120 per individual chargeback for the time and resources taken to settle the dispute. If a payment is ever taken in error, we will refund it within 5 days of being notified.

Refunds

All initial payments taken over the phone or through our website are non-refundable. As this is a business-to-business agreement, there is no cooling-off period and either e-signing and returning this document, or opening and reading without contest within 24 hours will be taken as acceptance of our terms of service and agreement to the trial period and subsequent month (or agreed trial period) of marketing. If for any reason the buyer feels that the service purchased has not been provided, we will perform a full investigation into any issue and hope to have a resolution actioned within 5 days of the complaint being raised. Any refunds that are processed are deemed to be a full resolution between SearchPoint Group Ltd and the buyer, and can take up to 30 days to be actioned. We will request written confirmation via email prior to any refund that the buyer is satisfied with our resolution. We can only refund back onto the original payment method used for the original payment. If it is not possible to refund back to the original payment method, then we can only provide credit for marketing to the value of the original payment. Customers who have accepted our service but cancel their subscription before the first direct debit has been taken  are obliged to pay any outstanding balance via another payment method. Manually entering your information and payment details is deemed as acceptance of our terms and conditions and refunds on the first payment will not be given.

Feedback

Occasionally, you may have feedback which you’d like us to address. To ensure we can offer the most efficient service to all of our customers, we require that is is put in writing to us and addressed to the Customer Service Manager, or emailed to support@searchpointmedia.co.uk. This feedback can also be given by calling 0161 823 2900.

Intellectual Property

All information or materials supplied to SearchPoint Media (Group) Ltd. by the client in connection with the contract, together with all associated Intellectual Property rights, will remain the property of the client. The client hereby grants SearchPoint a free licence to use all relevant information and materials for all purposes connected with the provision of the services. The client warrants that it has the right to disclose such information and materials and grants SearchPoint this licence to use said assets. The client also agrees to defend, indemnify, and hold SearchPoint harmless from any demands, liabilities, losses, costs and claims. This includes legal fees incurred by (or asserted against) SearchPoint and its third-party suppliers, that may arise from or in connection with any allegation of infringement of the Intellectual Property Rights of a third party arising due to SearchPoint’s possession or use of such information or materials. We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the services (including all Intellectual Property Rights in our software, our content and in any other products or materials created by or for us in connection with the services). You agree that we may collect information about your use of the services and your customer’s interaction with the services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our services, we will be the sole owner of this new information.

Liability

Except as expressly provided in this agreement, SearchPoint shall not be liable, to the maximum extent permitted by applicable law, to the client or any third party, whether in contract, misdemeanour (including negligence), breach of statutory duty or otherwise, arising under or in connection with the provision of the services and/or these terms for:

  • Any amount over 125% of the total amount paid by the client to SearchPoint in charges for the services during the agreement.
  • Any loss of revenue.
  • Any loss of actual or anticipated profits (including loss of profits on contracts).
  • Any loss of anticipated savings (any expense which either party expects to avoid incurring or to incur a lesser amount than would otherwise have been the case) or profits.
  • Any loss of business.
  • Any loss of opportunity.
  • Any loss of reputation.
  • Any loss of (or damage to) data.
  • Any loss of goodwill.
  • Any loss of (or damage to) software.
  • Any wasted expenditure.
  • Any loss of use of facilities.
  • Any special, indirect, or consequential loss or damage howsoever arising.

Nothing in these terms limits any liability which cannot be legally limited, including (but not limited to) death or personal injury caused by negligence, fraud or fraudulent misrepresentation and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

Data Protection

The provisions set out in the schedule below shall apply as if set out in full in these terms.

Further Provisions

  • Force Majeure
    • SearchPoint shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement and could not reasonably have been foreseen or provided against but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.
  • Assignment
    • The client may not assign this agreement to any other person without the express prior written consent of the other party or its successor in interest, as applicable, except as expressly provided otherwise in this agreement. A putative assignment made without such required consent will have no effect. Nor may the client assign any right or interest arising out of this agreement, in whole or in part, without such consent.
  • Governing Law
    • The contract is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
  • Severance
    • If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be removed. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  • Waiver
    • No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  • Entire Agreement
    • The contract constitutes the entire agreement between you and us concerning the subject matter hereof and supersedes all prior discussions, agreements or understanding between you and us.
  • Third Party Rights
    • A person who is not a party to this agreement shall not have any rights under the contracts (Rights of Third Parties Act 1999) to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that act.
  • Data Protection
    • You agree that your use of data will be in full compliance with all applicable laws and regulations, including, without limitation, the Data Protection Act 1998.
  • Confidentiality
    • Each party agrees to treat the following information as confidential and not to divulge, use, or exploit as expressly permitted under this agreement the existence and terms of this agreement and all information received from the other party under or in connection with this agreement. The following restrictions shall not apply to the extent of the information;
      • Ceases to be confidential and enters into the public domain other than due to a breach of this agreement by the receiving party.
      • Is acquired by the receiving party from a third party free of any obligation of confidence.
      • Is required by law to be disclosed.
  • Service-specific Terms
    • We hold specific terms for our main services that outline the requirements and responsibilities of those services. The service-specific terms are agreed to alongside these General Terms.

Schedule Part 1 - Data Protection Provisions

Client Data and Auditing

  1. The client shall own all rights, title and interest in and to all of the client data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the client data.
  2. Both parties shall while performing these obligations under these terms and otherwise in connection with the supply of the services, comply with their respective obligations under the Data Protection Act 1998.
  3. If SearchPoint processes any personal data on the client’s behalf when performing the services, SearchPoint and the client record their intention that the client shall be the data controller and SearchPoint shall be a data processor (where data controller and data processor have their meanings as defined in the Data Protection Act 1998).
  4. A general description of the scope, nature, and purpose of processing by SearchPoint, the duration of the processing and the types of personal data is set out in part 2 of this schedule. 
  5. Without prejudice to the generality of paragraph 2 of this schedule, the client shall ensure that it has all necessary appropriate consents and notices in place to:
    1. Enable lawful transfer of the client’s personal data to SearchPoint.
    2. Process the client’s personal data.
    3. Permit SearchPoint to process the client’s personal data following and for the provision of the services and performance of its obligations under these terms.
  6. SearchPoint shall, concerning the client’s personal data processed in connection with the provision of the services and the performance of its obligations under these terms:
    1. Only process the personal data for the purpose set out in part 2 of this schedule and not for any other purpose unless SearchPoint is acting on the written instructions of the client or is otherwise required to do so by the laws of any member of the European Union or by the laws of the European Union applicable to SearchPoint. Where SearchPoint is relying on applicable laws as the basis for processing client personal data, SearchPoint shall promptly notify the client of this before performing the processing required by the applicable law unless prohibited by such applicable law.
    2. Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to, client personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction, or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Those measures may include, where appropriate;
      1. Pseudonymising and encrypting client personal data.
      2. Ensuring confidentiality, integrity, availability and resilience of its systems and services.
      3. Ensuring that availability of and access to client personal data can be restored promptly after an incident.
      4. Regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
    3. Ensure that all personnel who have access to and/or process personal data are obliged to keep the client’s personal data confidential.
    4. Not transfer any client personal data outside of the European Economic Area unless the prior written consent of the client has been obtained and the following conditions are fulfilled;
      1. The client or SearchPoint has provided appropriate safeguards concerning the transfer.
      2. The data subject has enforceable rights and effective legal remedies.
      3. SearchPoint complies with its obligations under the Data Protection Act 1998 by providing an appropriate level of protection to any personal data that is transferred.
      4. SearchPoint complies with reasonable instructions notified to it in advance by the client concerning the processing of personal data.
    5. Assist the client, at the client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Act 1998 concerning security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
    6. Notify the client without undue delay on becoming aware of a personal data breach.
    7. At the written direction of the client, delete or return the client’s personal data and copies thereof to the client on termination of these terms and the provision of the services unless required by the applicable law to store the client’s personal data.
    8. Maintain complete and accurate records and information to demonstrate its compliance.
  7. The client acknowledges that, for the provision of certain services, SearchPoint may be required to appoint a sub-processor, including where;
    1. The client requires SearchPoint to share the client’s personal data with third-party companies for such third-party companies hosting its advertisements or utilising the client’s personal data for other marketing purposes.
    2. Where SearchPoint uses a third-party hosting and data storage provider (for example, if the client has appointed SearchPoint to provide content management systems).
    3. The client agrees and consents to SearchPoint appointing such sub-processors as are necessary for the provision of the services. SearchPoint confirms that it has entered or (as the case may be), will enter into a written agreement with such third-party processors which incorporates terms that are substantially similar to those set out in this schedule. As between the client and SearchPoint, SearchPoint shall remain fully liable for all acts or omissions of any third-party processor appointed by it.
  8. Without prejudice to the generality of the “Modification of Terms” section of the Terms, SearchPoint may revise this schedule by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

Schedule Part 2 - Details of Processing undertaken by SearchPoint

Subject Matter and the Duration of the Processing

The provision of the services by SearchPoint includes SearchPoint using client personal data to provide marketing solutions and web development services.

The client’s personal data will be processed for as long as is required to provide the services and for SearchPoint to comply with its obligations under the Terms. Certain client personal data may also be retained for a reasonable period to offer certain related services in the future (where the client has requested this, or where SearchPoint has legal grounds to offer such services).

Nature and Purpose of the Processing

Processing of client personal data to provide services to the client as described above and operation of SearchPoint’s business.

Type of Client Personal Data

The client’s personal data may include personal identification data (including names, addresses, dates of birth, places of birth, billing and bank account details and other personal identifiers) and such other personal data as may be supplied by the client (as part of the provision of its services to the client).

Categories of Data Subjects

Individuals within the client’s business, including employees, officers, workers, and contractors.