Client Terms & Conditions

Terms & Conditions For Clients of Tron Media LTD

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 and Bing Ad Accounts, Search Engine Optimisation (SEO), Email Marketing and Social Media Management.

Parties to the Agreement

The parties to this agreement are TRON Media Ltd (“we”, “our”, “us”, “the Company”, “TRON Media”), the seller of the services, and you (“you”, “your”, “the client”) the purchaser of the services.

TRON Media Ltd is a company registered in England, company number 06625598.

Our registered office is Suite 2, 143 Caledonian Road, London, N1 0SL

We can be contacted in office hours on 020 3006 6889.

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”. 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.

TRON Media Ltd will maintain regular contact with the customer to ensure both parties are kept informed of all relevant information necessary to enable TRON Media Ltd to provide the services.

TRON Media Ltd shall allocate a member of its staff 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. TRON Media Ltd reserves the right to change or substitute the Account.

In all the services that TRON Media provide they will make their best endeavours to provide this professional and to the stated aims of the client.

Payment

Payment from the customer to TRON Media Ltd will be made by direct debit, credit or debit card or such other method as agreed by both parties. Customers will provide TRON Media Ltd with all bank details necessary to enable payments to be taken.

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 8% over the then current Bank of England base rate.

Where applicable, refunds will be issued at the Company’s sole discretion.

Privacy Policy

We do not store direct debit, credit or debit card details nor do we share customer details with any 3rd parties.

PPC Management

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 3 months (unless otherwise agreed and confirmation from both parties can be evidenced in writing.) and will continue thereafter on a 30-day basis until terminated. We will automatically renew your contract after the initial 90-day period of the Agreement unless you tell us in writing at least 30 (thirty) 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 (thirty) day notice. Your obligations to pay accrued charges and fees, if applicable, shall survive any termination of this agreement. TRON Media retains the right to waive such charges and fees at their sole discretion.

If a Client is unhappy with the work completed by TRON Media within the terms and decides to cancel, TRON Media will return the account back to all settings that were in place on the date TRON Media was appointed to manage the Client’s PPC account.

The Client acknowledges that TRON Media retains all intellectual property rights in any work carried out for the initial contract period 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 Media and this is payable on confirmation of cancellation.

Should the Client disconnect from the TRON Media management system, MCC (My Client Centre or equivalent) then the remaining contracted fees will be immediately charged or invoiced using the relevant payment method held on file.

SEO

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 60-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 day notice. Your obligations to pay accrued charges and fees, if applicable, shall survive any termination of this agreement. TRON Media retains the right to waive such charges and fees at their sole discretion.

The Client acknowledges that TRON Media retains all intellectual property rights in any work carried out 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 cancel outside of the terms and conditions, the remaining balance of the contractual terms will be immediately charged or invoiced using the relevant payment method held on file.

Social Media

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 3 months (unless otherwise agreed and confirmation from both parties can be evidenced in writing.) and will continue thereafter on a 30-day basis until terminated. We will automatically renew your contract after the initial 90-day period of the Agreement unless you tell us in writing at least 30 (thirty) 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 (thirty) day notice. Your obligations to pay accrued charges and fees, if applicable, shall survive any termination of this agreement. TRON Media retains the right to waive such charges and fees at their sole discretion.

If a Client is unhappy with the work completed by TRON Media within the terms and decides to cancel, TRON Media will return the account back to all settings that were in place on the date TRON Media was appointed to manage the Client’s Social Media account(s).

The Client acknowledges that TRON Media retains all intellectual property rights in any work carried out for a period of 6 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 Media and this is payable on confirmation of cancellation.

Web Development Services

Charges for web development and design services provided are defined and laid out in a quotation. TRON Media reserves the right to alter the quotation or charge additional amount if the brief is changed.

We require, unless otherwise agreed 50% of the initial cost at the start of the product and the final 50% on completion.

The client agreed to provide any needed information and any content in good time so that TRON Media can complete the project in good time.

Copyright of the completed project including the design, code and source files created by TRON Media shall be with the client once full payment has been received. These rights are based on a non-exclusive licence for a single domain name only. Training on the workings and management of the CMS is an additional charge unless agreed in writing in the quotation.

The website, including the copyright, design, code and source files remains the property of TRON Media until the final payment is received.

Our web development charges do not cover editorial and photographic costs unless agreed in writing within the quotation, although we can provide these services on request. Issues and complications relating to existing databases, previous ecommerce structure, third party suppliers (i.e. sage pay) that were not known prior to starting work on a website are chargeable items.

Where third party software, media or plug ins are supplied, the client agrees to abide by any terms in place with those suppliers.

The client agrees that all media and content provided to TRON Media for use on the project are either owned by the client or is provided with full permission of the original owners. The client agrees to hold harmless TRON Media from any claim that may arise from the use of the material supplied.

TRON Media reserves the right to use any website created within its portfolio.

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 Media, a User or a third party, you will not:

• Breach this Agreement (including, any other agreement that you have entered into with TRON Media (including a Policy);

• Breach any law, statute, contract, or regulation;

• 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.

• Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;

• 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;

• 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, SEO or Social Media 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 Media 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 Media 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.

Disputed Payments

If a client has an issue or dispute with any payment that has been taken, these must be addressed directly to the company and not via any third party direct debit or credit card organisation or bank.

The company will provide copy agreements, copy Invoices and statements and explain any payments taken within seven days of any such request. If any payment was taken incorrectly the company will refund within seven days. We will also provide copies of agreements and cancellation periods. Attempts to dispute charges or stop payments that are contractually due directly or indirectly to third party suppliers make the client liable for our costs at the rate of £95 per hour (subject to a minimum legal charge of not less that £1,000 to cover our costs.)

Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without TRON Media’s prior written consent. You are not permitted to transfer your Account to a third party. TRON Media 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 Media 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) or 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.

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 Agreement shall be governed in accordance with the Laws of England and Wales Client hereby submits to the exclusive jurisdiction of the Courts in Brighton, East Sussex.