Terms And Conditions
These terms and conditions apply and are legally binding whilst TRON Media LTD (TRON Media) supply in services to you (the customer) in relation to Pay Per Click (PPC) Management, namely Google AdWords Accounts and other digital marketing services such as Search Engine Optimisation (SEO).
Parties to the Agreement
The parties to this agreement are TRON Media Limited (“we”, “our”, “us”, “the Company”, “TRON”), the seller of the services, and you (“you”, “your”, “the client”) the purchaser of the services.
TRON Media Limited is a company registered in England and Wales, Registration No 6625598, VAT Registration 934 766 783, Registered Office – 2 Roundhill Road, Brighton, East Sussex, BN2 3RF.
Acceptance of Terms and Conditions
Where we agree to provide any more products or services these may be provided by us or a third party so we will inform you if any additional products or services attract separate charges or have more or different terms and conditions. You confirm that in relation to any Agreement entered into and the purchase by you of the Service that you are acting in a business capacity and are not and will not “deal as a consumer” for the purpose of section 12 of the Unfair Contract Terms Act 1977. If you believe that you may be acting as a consumer and not for the purpose of a business you should contact us using the contact details given in this Agreement.
Services
TRON Media will use all reasonable endeavours to ensure that a client’s advertising receives the most favourable placing on Google and other major search engines identified by TRON Media from time to time that TRON Media can practically obtain.
TRON Media will maintain regular contact with the customer to ensure both parties are kept informed of all relevant information necessary to enable TRON Media to provide the services.
Upon commencement of the engagement, the Company shall allocate a member of its staff (the Account Manager) as the principal point of contact delivering the service to the client. At all times, however, the Account Manager shall remain under the exclusive control and direction of the Company and shall not be an employee of the Client. The person nominated as Account Manager is not guaranteed to the Client and Company at its discretion can change or substitute the Account Manager with another person at any time and the Client must accept said change or substitution.
Payment
Payment from the customer to TRON Media will be made by credit or debit card or such other method as agreed by both parties. Customer will provide TRON Media with all bank details necessary to enable payments to be taken.
The client will pay TRON Media at such a rate as set out in the contract between TRON Media and the client and may from time to time be amended.
If any invoice for the Service is unpaid we reserve the right to immediately suspend or cancel the Service. Suspension of Service will not remove your liability to pay any charges that are due and payable on your account at the date of termination. Also we will have the right to charge interest on any unpaid amounts at the rate of 3% over the then current Bank of England base rate.
Where applicable, refunds will be issued at the Company’s sole discretion.
Term & Termination
The contract is initiated at the time the order is accepted and the contract is agreed by the customer, and shall continue for a period of not less than 6 months (unless otherwise agreed and confirmation from both parties can be evidenced in writing.) and will continue thereafter on a 90-day basis until terminated. We will automatically renew your contract after the initial 6-month period of the Agreement unless you tell us in writing at least thirty (30) working days before the end of the initial period instructing us to do otherwise.
Either party, in writing, may submit termination of the Agreement with no less than 30 days notice. Your obligations to pay accrued charges and fees, if applicable, shall survive any termination of this agreement. TRON retains the right to waive such charges and fees at their sole discretion.
If a Client is unhappy with the work completed by TRON within the first six months and decides to cancel, TRON will return the account back to all settings that were in place on the date TRON was appointed to manage the Client’s PPC account.
The Client acknowledges that TRON retains all intellectual property rights in any work carried out for a period of three months following the date of sign up. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trademark law, trade secret law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, nor or hereafter in force and effect worldwide. Should the Client wish to retain the changes made to the account, they may pay a fee on cancellation of two months management fee to allow them to retain the changes made to the account by TRON and this is payable on confirmation of cancellation.
Should the Client disconnect from the TRON management system, (My Client Centre or equivalent) then this amount will be invoiced using the relevant payment method held on file.
TRON reserve the right to waive the Cancellation Fee in unique or extenuating circumstances.
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.
Acceptable Use
In connection with your use of our Services, or in the course of your interactions with TRON, a User or a third party, you will not:
1. Breach this Agreement (including, any other agreement that you have entered into with TRON (including a Policy);
2. Breach any law, statute, contract, or regulation;
3. Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
4. Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
5. Reveal your Account password(s) to anyone else, nor may you use anyone else’s password. We are not responsible for losses incurred by you including, without limitation, the use of your Account by any person other than you, arising as the result of misuse of passwords;
6. Do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the Services or activities carried out as part of the Services or otherwise than in accordance with the terms of this Agreement;
Websites of Third Parties
Please note that when using our Services, you may be directed to other sites and indeed this website might be linked with other sites. As such, please note that we do not assume any responsibility for the accuracy, content or availability of such other sites and shall not be liable for any damages or injury arising from that link or from goods, services or information supplied through such third party links.
Limited Warranties
Professional services will be performed, all findings obtained, and reports and recommendations prepared in accordance with our generally and currently accepted business principles and practices.
We do not warrant or guarantee any results specific or otherwise from the client using our pay-per-click advertising services.
You understand and agree that you use the Services at your own discretion and risk and that you will be solely responsible for any damages that result from the use of the Sites and Software. No other warranty, express or implied, is given and all warranties other than those required by law are hereby excluded.
Limitation of Liability
Under no circumstances shall TRON be liable to you on account of your use or misuse of the Services. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary and punitive damages whether any such claim is based on warranty, contract, tort (including negligence), or otherwise, (even if TRON has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Services, from inability to use the Services, or from the interruption, suspension, or termination of the Services (including such damages incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
Our entire liability and your only remedy for any claim for breach of duty, tort or breach of these terms and conditions, whether or not arising out of negligence, is limited to the fee paid by you for the Service from which the breach has arisen, in the three (3) months before the action or event giving rise to the liability.
In no event will we be liable to you for any indirect or consequential loss or damage whatever (without limitation for example loss of business, loss of opportunity, loss of profits) including as a result of disclosure of your username or password. This shall apply even where a loss was reasonably foreseeable or if we had been made aware of the possibility of you incurring a loss.
Variation and Notices
We may at any time amend, delete or add to this Agreement, including the Fees and other amounts which apply to your Account by giving notice of such variation by posting a revised version of this Agreement on the TRON website(s). We will give you 30 days notice of any variation with the variation taking effect once the 30 days notice period has passed. The 30 day notice period will not apply where a variation related to the addition of a new service, extra functionality to the existing Service or any other change we believe in our reasonable opinion to neither reduce your rights nor increase your responsibilities. In such instances, the variation will be made without prior notice to you and shall be effective immediately.
If you do not accept any variation, you must inform us of your wish to cancel following the procedure set out in the Termination section. If you do not object to a variation by closing your Account within the 30-day notice period, you will be deemed to have accepted it. While you may close your Account at any time and without charge, please note you may still be liable to us after you terminate this Agreement for any liabilities you may have incurred and responsible for prior to terminating this Agreement.
You agree that TRON may provide notice or other information to you by posting it on the TRON website(s). You may request a copy of any legally required disclosures (including this Agreement) from us and we will provide this to you in a form, which allows you to store and reproduce the information (for example by email). Except as explicitly stated otherwise, legal notices shall be served on TRON’s website.
Notices to TRON made in connection with this Agreement must be sent by postal mail to TRON’s head office: TRON Legal Department, TRON Media Limited, 2 Roundhill Road, Brighton, East Sussex, BN2 3RF, United Kingdom.
Assignment
You may not transfer or assign any rights or obligations you have under this Agreement without TRON’s prior written consent. You are not permitted to transfer your Account to a third party. TRON reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your Account.
Waiver
In the event that a portion of this agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. TRON will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communication outages, fire, flood, war or act of God.
Rights of Third Parties
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this User Agreement but this does not affect any right or remedy of a third party specified in this Agreement or which exists or is available apart from that Act.
Entire agreement
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.
Law and jurisdiction
This contract will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
Glossary
“Account” or “your Account” means a Client account with TRON.
“Agreement” or “Terms & Conditions” means this agreement including all subsequent amendments.
“Business Days” means a day (other than a Saturday or Sunday) on which banks in the England are open for business.
“Charges” means the monthly fee, the set up fee and any one-off payments due to us by you for the use of our services.
“Days” means calendar days.
“Information” means any confidential and/or personally identifiable information or other information related to an Account or Client, including but not limited to the following: name, email address, post/shipping address, phone number and financial information.
“TRON” or “TRON Media” or “we” or “us” or “our” means TRON Media Limited, a company incorporated in England and based at 2 Roundhill Road, Brighton, East Sussex, BN2 3RF.
“TRON website(s)” or “TRON Sites” or “Sites” means any URL operated by TRON or that we provide the Services to you through.
“PPC” means Pay Per Click advertising.
“Policy” or “Policies” means any Policy or other agreement between you and TRON that you entered into on the TRON website(s), or in connection with your use of the Services.
“SEO” means Search Engine Optimisation.
“Services” means all TRON services offered to Clients as listed on the TRON website.
“Client” or “you” or “your” means the company and any other person or entity entering into this Agreement with us or using the Service.
