Terms & Conditions
These Terms govern the use of adsleads.org and the business-to-business services supplied by ADS LEADS LTD.
1. About us
ADS LEADS LTD (“ADS Leads”, “we”, “us” or “our”) is registered in England and Wales under company number 15390247. Our registered office is Suite 5, 39–41 Chase Side, Southgate, London, United Kingdom, N14 5BP. You may contact us at adsleadsltd@gmail.com.
2. Definitions
- Client, you or your: the business purchasing or using our Services.
- Contract: the agreement between us comprising the Proposal, these Terms and any documents expressly incorporated into the Proposal.
- Deliverables: the work product specifically identified as deliverable to you in the Proposal.
- Proposal: our quotation, statement of work, order form, email proposal or other written description of the Services, fees and project details.
- Services: any Google Ads, Meta Ads, SEO, website design or redesign, website management or maintenance, landing-page, tracking, analytics, consulting or related services supplied by us.
- Third-Party Platform: any advertising platform, hosting provider, content-management system, plugin, software, analytics tool, domain registrar or other third-party service.
3. How a Contract is formed
A Proposal is an offer to supply the Services on the terms stated in it. A Contract is formed when you accept the Proposal in writing, sign it, pay an invoice or deposit, provide access or instructions so that work can begin, or otherwise instruct us to proceed.
If a Proposal conflicts with these Terms, the Proposal takes priority only in relation to the specific conflict. Your purchase terms do not apply unless we expressly accept them in writing.
4. Our Services
We will provide the Services with reasonable care and skill and substantially in accordance with the applicable Proposal. Timelines are estimates unless the Proposal expressly states that a date is fixed. We may use suitably qualified employees, contractors and specialist suppliers to perform the Services.
We may make reasonable operational changes that do not materially reduce the agreed Services. Work outside the agreed scope, additional revisions, urgent requests or changes requested after approval may require a revised timeline and additional fees agreed in writing.
5. Your responsibilities
You must:
- provide accurate information, clear instructions, content, approvals and access reasonably required to perform the Services;
- appoint a representative authorised to provide instructions and approvals on your behalf;
- review Deliverables and provide consolidated feedback within the time stated in the Proposal or, if none is stated, within 5 business days;
- ensure that your products, services, claims, promotions, content, data and business practices comply with applicable laws and platform policies;
- obtain all permissions needed for materials, personal data, trademarks or accounts you give us;
- maintain secure credentials and appropriate backups of your systems and content; and
- pay Third-Party Platform charges and advertising spend when due.
We are not responsible for delay or failure caused by missing, late, inaccurate or unlawful information, access, content, feedback or approval from you. Any resulting additional work may be charged separately.
6. Advertising services
Unless the Proposal says otherwise, advertising spend is separate from our fees and must be paid directly by you to the relevant platform. You authorise us to configure and manage campaigns within the agreed scope, but you remain the owner and contracting party for your advertising accounts.
Advertising performance is affected by market conditions, competition, budgets, auction systems, your offer, website, sales process, platform decisions and other matters outside our control. We do not guarantee any particular number of impressions, clicks, leads, sales, revenue, ranking, return on advertising spend or other commercial result.
Third-Party Platforms may reject, suspend, restrict or change accounts, advertisements, tracking, algorithms, functionality or policies without notice. We are not liable for their independent decisions or interruptions, but we will provide reasonable assistance within the agreed scope.
7. Websites, SEO, tracking and maintenance
Browser, device, hosting and software differences may affect how a website appears or functions. Unless otherwise agreed, our testing covers current mainstream browsers and reasonable desktop and mobile layouts at the time of delivery.
SEO rankings and organic traffic cannot be guaranteed. Search engines control their own algorithms, indexing and results. Tracking and analytics may also be affected by consent requirements, browser restrictions, blockers, platform attribution rules, user settings and third-party changes.
Maintenance does not include unlimited development, redesign, content creation, emergency recovery, remediation of pre-existing faults or issues caused by third parties unless expressly included in the Proposal.
8. Approvals and acceptance
Your written approval authorises us to proceed to the next stage or publish the approved work. A Deliverable will be treated as accepted when you approve it, use or publish it, or do not report a material failure to match the agreed scope within 5 business days of delivery.
Where a material issue is reported on time, our first obligation is to use reasonable efforts to correct the relevant Deliverable so that it substantially matches the agreed scope.
9. Fees, invoices and taxes
Fees, deposits, recurring charges and payment dates are set out in the Proposal or invoice. Unless otherwise stated:
- project deposits and recurring monthly fees are payable in advance;
- other invoices are payable within 14 calendar days of their date;
- fees exclude VAT and similar taxes, which will be added where applicable;
- advertising spend, domain names, hosting, licences, plugins, stock assets and other third-party charges are additional; and
- payments must be made without set-off, counterclaim or deduction except where required by law.
If payment is late, we may suspend Services on written notice and charge statutory interest and compensation to the extent permitted under the Late Payment of Commercial Debts (Interest) Act 1998. Suspension does not remove your obligation to pay fees already due.
10. Cancellation and termination
The initial term, renewal arrangement and notice period for recurring Services will be stated in the Proposal. If the Proposal does not specify a minimum term or notice period, either party may terminate recurring Services by giving 30 days’ written notice.
Either party may terminate the Contract immediately by written notice if the other party:
- commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice;
- repeatedly breaches the Contract in a way that reasonably justifies the view that it does not intend to comply; or
- becomes insolvent, ceases trading or is subject to an analogous insolvency event.
We may suspend or terminate Services immediately where continuing would be unlawful, infringe third-party rights or platform rules, create a material security risk, or expose us to serious reputational harm.
On termination, you must pay all fees, committed third-party costs and properly performed work up to the effective termination date. Deposits and prepaid fees are non-refundable to the extent they cover reserved capacity, completed work or non-cancellable costs. We will provide completed and paid-for Deliverables in a reasonably accessible format.
11. Intellectual property
You retain ownership of materials and intellectual property you provide to us. You grant us a non-exclusive licence to use them as necessary to perform the Services.
Subject to full payment of all relevant invoices, we assign to you the intellectual property rights we own in bespoke final Deliverables created specifically for you, excluding our Background Materials and third-party materials.
Background Materials include our pre-existing or reusable knowledge, methods, processes, concepts, templates, code libraries, tools, know-how and general skills. We retain ownership of Background Materials and grant you a perpetual, non-exclusive licence to use any Background Materials embedded in a paid Deliverable as necessary to use that Deliverable for your business.
Third-party materials remain subject to their own licence terms. Unless the Proposal says otherwise, editable source files, unused concepts, working files and internal tools are not Deliverables.
12. Confidentiality
Each party must keep the other party’s confidential information confidential and use it only to perform or receive the Services. This obligation does not apply to information that is public through no breach, was lawfully known already, is received lawfully from a third party, is independently developed, or must be disclosed by law. Each party may share confidential information with personnel and advisers who need it and are subject to appropriate confidentiality duties.
13. Data protection
Each party must comply with applicable data-protection law. Our use of personal information relating to website visitors, prospects and client representatives is described in our Privacy Policy.
If we process personal data on your behalf as a processor—for example through advertising, website or analytics services—the parties will put in place any additional controller-processor terms required by law. You remain responsible for the lawfulness of your instructions, privacy notices, consent mechanisms and source data.
14. Portfolio use
Unless you ask us in writing not to do so, we may identify you as a client and display non-confidential, publicly launched Deliverables in our portfolio and business-development materials. We will not disclose confidential campaign data, access credentials or unpublished commercial information.
15. Warranties and disclaimers
Each party confirms that it has authority to enter into the Contract. You warrant that materials and instructions you provide are accurate, lawful and do not infringe third-party rights.
Except as expressly stated in the Contract, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law. Nothing on our website constitutes legal, financial or regulatory advice.
16. Liability
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or any liability that cannot legally be limited or excluded.
Subject to the paragraph above, neither party is liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or data, or for any indirect or consequential loss. We are not liable for advertising spend, platform suspension, algorithm or policy changes, or acts and omissions of Third-Party Platforms, except to the extent directly caused by our breach of the Contract.
Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with a Contract will not exceed the total fees paid or payable to us under that Contract during the 6 months immediately preceding the event giving rise to the claim. For a fixed project lasting less than 6 months, the cap is the total fees paid or payable for that project.
17. Events outside our control
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including outages, cyber incidents, industrial disputes, natural disasters, acts of government, war, epidemic, failures of communications or utilities, or Third-Party Platform disruption. The affected party must notify the other and take reasonable steps to reduce the impact.
18. Use of our website
You may use adsleads.org for lawful business-information purposes. You must not interfere with its operation, attempt unauthorised access, introduce malicious code, scrape it excessively, misuse its content or use it in breach of law.
The website and its content are provided for general information. We may change or withdraw them without notice. We do not guarantee uninterrupted availability or that all content will always be complete, accurate or current. All rights in the website and its content belong to us or our licensors.
19. Notices
Notices under a Contract must be in writing and sent by email to the address stated in the Proposal or most recently notified by the receiving party. A notice is treated as received on the next business day after transmission, provided no delivery-failure notification is received. This section does not apply to formal service of legal proceedings.
20. General terms
- Assignment: you may not transfer the Contract without our prior written consent. We may transfer it as part of a genuine reorganisation or sale of our business, provided this does not materially reduce your rights.
- Subcontracting: we may subcontract performance while remaining responsible for our obligations under the Contract.
- Entire agreement: the Contract constitutes the entire agreement concerning its subject matter and replaces prior discussions or communications. Neither party relies on a statement not included in the Contract, without limiting liability for fraud.
- Variation: changes must be agreed in writing, except that we may update website-use provisions prospectively by posting revised Terms.
- Waiver: delay in exercising a right does not waive it.
- Severability: if a provision is invalid or unenforceable, it will be adjusted or removed to the minimum extent necessary and the remaining provisions will continue.
- Third-party rights: no person other than the parties may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
21. Governing law and jurisdiction
The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, although the parties should first use reasonable efforts to resolve any dispute through good-faith discussions.
22. Contact
Questions about these Terms may be sent to adsleadsltd@gmail.com.