Terms of Service

These terms ("Terms") apply to your use of alderstonemedia.com (the "Website") and describe the general basis on which Alderstone Media Ltd supplies media services. Using the Website means you accept these Terms.

1. Who we are

Alderstone Media Ltd, registered in England and Wales, company number 00000000, registered office Second Floor, 41 Corn Street, Bristol, BS1 1HT. VAT registration GB 000000000. Contact [email protected].

2. Permitted use of the Website

You may use the Website for lawful business or personal reference. You must not use it in breach of any law; attempt unauthorised access to it or any connected system; introduce malicious code; interfere with its availability; systematically scrape or extract its content without written consent; or misrepresent your identity when contacting us. We may suspend, withdraw or restrict the Website at any time without notice and do not warrant uninterrupted availability.

3. Intellectual property

All intellectual property in the Website and its contents belongs to us or our licensors. You may view and print extracts for internal reference. You may not otherwise reproduce, republish, adapt, distribute or commercially exploit any part of it, and you may not remove any proprietary notice. "Alderstone Media" and our device mark are our trade marks.

Under a services engagement, intellectual property in media plans, models and reports we create passes to the client on payment of the relevant invoice, excluding our pre-existing methods, templates, tools and know-how, which remain ours and are licensed to the client for its internal use.

4. Content and case studies

Website content is general information and not professional advice. Case study figures relate to specific historical engagements, are modelled or measured under conditions particular to those engagements, and are not a forecast or warranty of results elsewhere. We take reasonable care over accuracy but do not warrant that content is complete or current.

5. External links

Links to third-party sites are provided for convenience. We do not control and are not responsible for their content, and we accept no liability for loss arising from your use of them.

6. Contracting for services

Media services are supplied under a separate written agreement comprising a scope of work and our master services agreement (the "Agreement"). Nothing on this Website is an offer capable of acceptance and no contract arises until the Agreement is signed by both parties. Where these Terms conflict with the Agreement, the Agreement prevails.

7. Fees, media funding and disclosure

• Our remuneration is a fixed fee agreed before any plan is produced, stated in the Agreement and exclusive of VAT. It does not vary with the size of the advertising budget or the composition of the plan.
• We accept no rebate, volume bonus, commission or non-monetary benefit from Google or from any third-party tool vendor. Each client receives an annual disclosure letter confirming this for the period.
• Every plan discloses the platform cost, any third-party tool cost and our fee as separate line items.
• Clients may audit our disclosures at any time using an auditor of their choosing. We bear the cost of one such audit per contract year.
• Google Ads spend is billed by Google directly to the client. Where we fund ad spend on the client's behalf at its request, it is pre-funded before activity begins.
• Invoices are due 30 days from date of invoice. We may charge interest on overdue amounts at 4% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend services where an invoice is more than 30 days overdue.

8. Ad spend and budgets

Google Ads spend is governed by Google's own advertising terms, to which the client is contractually bound as the account holder. Budgets are agreed in writing with the client and set by us within the account. The client remains liable to Google for spend accrued on its account. We will notify the client in writing before making any material change to daily budgets or bidding targets.

We reconcile spend and delivered impressions against the agreed plan within ten working days of a campaign burst ending, and raise any billing discrepancy with Google on the client's behalf.

9. Client obligations

To perform we rely on the client to provide accurate briefing information, sales and audience data where agreed, timely approval of plans and bookings within stated deadlines, a nominated decision-maker with authority, finished advertising materials by the agreed campaign build deadline, and prompt notice of any change of circumstances. Delay or inaccuracy may affect delivery and cost, and we are not liable for those consequences.

10. Advertising standards and clearance

The client is responsible for ensuring that advertising content is lawful, decent, honest and truthful, and complies with the UK Code of Broadcast Advertising, the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing, and any sector-specific rules including those of the Financial Conduct Authority, the MHRA and the Gambling Commission where relevant. We will check material against Google's advertising policies and advise where we believe it presents a compliance or disapproval risk, but final responsibility for content rests with the client, who indemnifies us against claims arising from it.

11. No guarantee of outcome

We perform our services with reasonable skill and care in accordance with good industry practice. Advertising outcomes depend on factors outside our control, including auction dynamics and audience delivery by Google, competitor activity, pricing, distribution, stock availability, creative quality and general economic conditions. We therefore do not guarantee any particular level of audience delivery, awareness, response, sales or return on investment, and any projection is an informed estimate rather than a warranty.

12. Confidentiality and data protection

Each party will keep the other's confidential information secret and use it only for the purposes of the Agreement. These obligations survive for three years after termination, and indefinitely for trade secrets. Where we process personal data on a client's behalf we act as processor under an Article 28 compliant data processing agreement. Our processing as controller is described in our Privacy Policy.

13. Duration and termination

Retainers run for the initial term stated in the Agreement and continue until terminated by either party on 90 days' written notice. Either party may terminate immediately on material breach not remedied within 21 days of notice, or on insolvency. On termination the client pays fees for services performed and remains liable for media committed beyond its cancellation deadline. We will provide a documented handover of plans, models, booking records and analysis at no extra charge.

14. Liability

Subject to that, and so far as the law permits: we exclude implied warranties relating to the Website; we are not liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, or for indirect or consequential loss; our aggregate liability under an Agreement is limited to the fees (excluding pass-through media costs) paid by the client in the 12 months before the event giving rise to the claim; and our liability to a Website user who is not a client is limited to £100. We hold professional indemnity insurance, details of which are available on request.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, civil unrest, industrial action, epidemic, failure of utilities or networks, or the withdrawal, suspension or material change of terms of Google or of a third-party tool on which the services depend. The affected party will notify the other and mitigate so far as reasonably possible.

16. General and governing law

• Entire agreement — the Agreement and these Terms supersede earlier discussions on their subject matter.
• Assignment — not permitted without written consent, save to a group company or on a sale of the business.
• Subcontracting — we may use vetted subcontractors and remain responsible for their work.
• Non-solicitation — neither party will knowingly solicit the other's staff during the engagement or for six months afterwards, excluding responses to public advertisements.
• Publicity — we will not name a client or use its marks without prior written approval.
• Severance and waiver — an unenforceable provision is severed; delay in enforcing a right does not waive it.
• Third parties — no person other than the parties may enforce these Terms.
• Notices — in writing, by email to the addresses in the Agreement or by recorded post to the registered office.

These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. The parties will first attempt resolution through senior-level discussion and then mediation under the CEDR Model Mediation Procedure.