Terms and Conditions

FitClub Agency is a trading name of Foretell Digital and the names may be used interchangeably in this document. They refer to the same legal entity. 

1.1: The following clauses constitute the terms of any contract subject to which clients (“Client”) enter into a contract with FitClub Agency for the purpose of Google Ads Campaign set up, management, Facebook Ads Campaign set up, management, SEO services, website design, data collection and intellectual property ownership in relation to work carried out by FitClub Agency (“Supplier”).

1.2: Supplier means FitClub Agency / Foretell Digital Limited.

1.3: During your project, communication will be made with emails, phone calls, and online meetings.  As a client you are expected to reasonably attend meetings and answer FitClub Agency’s requests for information to support the services in a timely manner. Here is how we make it happen.

1.4: Email – Support@fitclubagency.com is the only email you need to remember.  

Phone – (mobile) 07723 186000 is the phoneline of FitClub Agency. Your calls are always welcome between 9am and 5pm BST, Monday through Friday.

Meetings – we use Zoom or Google Meet for online meetings to review milestones and deliverables. 

Length of contract, fees, intellectual property rights and data collection.

2.1: Supplier charges a monthly management fee agreed in advance on all monthly services (i.e. Hosting, Facebook & Google ads management). All subscription fees work on an initial 3 month contract with a rolling 30 day contract thereafter.

2.2: Client agrees to pay an initial set up fee (where applicable) and to then pay an agreed monthly management fee for Supplier to manage the monthly service for a minimum period of 3 months. This set up & management fee will be agreed in advance at the proposal stage when our pricing structure will be clear and transparent.
Supplier does not receive any commissions from Google, Facebook or any other search engine and does not add a markup to any prices charged to our clients from external companies. 

2.3: Payment for set up fees (where applicable) will be in advance of the campaign being activated and after the client has agreed to their proposal and account set up structure. Client monthly management fee will be invoiced on the 1st day of each month and payment is due on 1st of each month in advance. 

2.4: Pricing is based on the current scope of work. In the event additional services are required or there is a major change in the scope of work, then the Supplier reserves the right to adjust its pricing

2.5: All work carried out by Supplier on any Google Ads or Facebook Ads account and campaigns will remain the intellectual property of Supplier during the lifetime of the contract and will remain the intellectual property of Supplier following termination of the contract.

2.6: All landing pages developed by Supplier will remain the intellectual property of Supplier during the lifetime of the contract and will remain the intellectual property of Supplier following termination of the contract.

2.7: Client agrees that when Supplier operates a landing page for the purpose of lead generation on behalf of Client through a GLF account operated by Supplier, whether it is separate from the Client’s main company website or part of Client’s main website on a subdomain, all data collected will be subject to Supplier acting as the data controller, unless both parties have signed and agreed to our standard Data Processing Agreement. 

2.8: Client agrees that with respect to clause 2.5 all intellectual property owned by Supplier will be removed following termination of the contract and your Google Ads and Facebook account will revert back to the original layout prior to Supplier carrying out any work.

2.9: Client agrees that failure to comply with clause 2.5 will result in payments to Supplier for every month that intellectual property of Supplier remains live within the Google Ads and Facebook Ads account owned by Client. Payments to Supplier will be at the monthly invoice amount accepted by Client during the lifetime of the contract.

Google Account and Facebook Account Details

3.1: Whether Supplier creates a new Google Ads and Facebook Ads account or have dual access to Client current Google Adwords account and/or Facebook Business Manager, it is agreed that neither party can change the login details throughout the duration of the contract unless agreed in writing by both parties.

3.2: Client agrees to give the Supplier access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. The Supplier will use best efforts to secure and protect all passcodes. Only authorised representatives of the Supplier will be allowed to access passcodes and only on a “need to know” basis.

3.3: Throughout the duration of the contract Client agrees that any tools, coding, new keywords and any knowledge gained cannot be used in any other Google Ads Account or Facebook Ads account the Client may have, or Client creates during or after the Term of the contract.

3.4: Supplier agrees that during the contract and after termination of the contract, all the financial details supplied to us by the Client for the purpose of our services will be kept confidential and your account will be returned to how it was before Supplier carried out any work. Therefore Client agrees that Supplier will remove all of our intellectual property from within your Google Ads account or Facebook Account upon termination of the contract. This includes all keywords, adgroups, ads and campaigns that Supplier created within your account.

3.5: Client agrees to not grant access to your Google Ads account and/or Facebook Ads account to another management company or management agent during the lifetime of the contract without prior consent from the Supplier.

Content

4.1: Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of the Supplier’s efforts in a timely manner. Foretell Digital and FitClub Agency is not responsible for the client content unless where content is specifically purchased via an itemised and billed copywriter service. 

Credit

5.1: The Client agrees to allow the Supplier to use the Client’s name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting the Supplier’s services to other companies.

Termination of the contract

6.1: Notice of cancellation of the contract shall be deemed valid and accepted by Supplier if received by facsimile, e-mail or post after the initial 3 month period. Cancellation will be accepted on date of actual receipt by Supplier and will take effect at the end of the 30 day period for which Client will be charged at the normal rate applicable.

Payment Terms

7.1: Supplier will invoice Client a month in advance of each month for work due to be carried out.

7.2: Payment for all invoices is due within 30 days of the date on the invoice unless otherwise agreed.

7.3: In the event of a Client entering into liquidation or administration owing Supplier money due to unpaid invoices, then all data collected becomes the sole ownership of Supplier as data controller.

7.4: The Supplier has the right to terminate the agreement with a seven-day notice in the event that the services are not pre-paid by the client.

7.5: Additional Services Fees: In the event the Client would like to use the Supplier for services outside of the scope of services, additional charges may apply. In the event the Supplier is asked to do hourly work outside of the scope of the “Project Scope of Work and Deliverables”, then the following charges will apply: The Supplier Hourly Rate: £100.00 per hour

Liability

8.1 This Clause 8 sets out the entire financial liability of the Parties to each other in connection with appointing Supplier.

8.2 Neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with appointing Supplier.

8.3 Nothing in this Agreement shall limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.

8.4 Without prejudice to Clause 8.2 and 8.3 the total liability of either Party (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to 100% of the fee paid to Supplier.

Non-disclosure

9.1: the Supplier, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public, Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non- public confidential information obtained about the Supplier to another party.

9.2: Confidential Information does not include any information that is or becomes generally available to the public or was lawfully in the possession of the Supplier before the information was disclosed to it by the Client as evidenced by written records; or where the parties agree in writing is not confidential or may be disclosed.

Changes to these terms and conditions

10.1: Supplier may, in its discretion, change these terms of use without notification, by posting new Terms and Conditions on this website.

Force Majeure: 

11.1: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.

Governing law

12.1: These terms and conditions shall be governed by and construed in all respects in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts as regards any claim or matter arising in relation to these terms and conditions.

Acceptance of Terms and Conditions

13.1: It is agreed by both parties that payments received on invoices issued by Supplier to Client constitutes acceptance of these terms and conditions.

FitClub Agency:

Foretell Digital Registered in England & Wales: Company No. 10074930

Contact Details

If you have any comments or concerns regarding our privacy policy please contact us at FitClub Agency, 17 Eckersley Road, Chelmsford, Essex, CM1 1SLB or email at info@fitclubagency.com

Copyright

Copyright in the whole and every part of this site belongs to FitClub Agency, unless otherwise indicated, and may not be used, sold, licensed, copied or reproduced in whole or in part in any manner or form or in or on any media to any person without the prior written consent of FitClub Agency.