Click Source – Updated Terms & Conditions – August 2024
These Terms and Conditions (“Terms”) constitute the legally binding agreement between A&T Marketing Group Ltd, trading as Click Source (Registered Company No. 13545955, VAT No. 430 0396 35), and its clients. Click Source operates from 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF. You can contact us by phone at 020 3832 2400 or via email at customerservice@clicksource.co.uk.
These Terms govern all services provided by Click Source across the United Kingdom, including but not limited to digital marketing, website development, and related consultancy services. By accessing our website, communicating with our sales advisors, or utilising any of the services we offer, you agree to be bound by these Terms in their entirety.
Click Source is committed to providing accurate and clear information about our services through our website, sales materials, and communications. We take great care to ensure that all representations made by our sales advisors are truthful and not misleading. Our advisors are trained to provide transparent information and to avoid any form of misrepresentation or mis-selling. However, it is your responsibility as the client to thoroughly review these Terms and seek clarification if necessary before entering into any agreement with us.
These Terms apply to all current and future engagements with Click Source. Should you disagree with any part of these Terms, you must refrain from using our website, engaging with our sales team, or availing yourself of our services. Your continued use of our services signifies your acceptance of these Terms and any amendments that may be made in the future.
1. Definitions
1.1 “Company,” “We,” “Us,” or “Our” refers to A&T Marketing Group Ltd, a company registered in England and Wales under company number 13545955, trading under the name Click Source. The Company’s principal place of business is located at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF. All references to the Company within these Terms shall be understood to include its successors, assigns, employees, agents, and any other affiliated parties acting on its behalf.
1.2 “Client,” “You,” or “Your” refers to the individual, business, organisation, or other legal entity that engages with Click Source to utilise the Services provided by the Company. This term applies equally to any representatives, agents, or employees of the Client who interact with Click Source on the Client’s behalf. By entering into an agreement with the Company, the Client acknowledges and agrees to be bound by these Terms.
1.3 “Services” encompasses the wide range of digital marketing and related services provided by Click Source. These include, but are not limited to, the creation, management, and optimisation of digital advertising campaigns on platforms such as Google Ads and Meta Ads, website development, hosting services, email hosting, company formation services, virtual addresses, virtual phone numbers, and any other ancillary services that the Company may offer. The scope of Services provided to each Client will be detailed in the specific contract or service agreement entered into between the Client and the Company.
1.4 “LeadSure” refers to a bespoke programme offered by Click Source, designed to ensure a minimum level of lead generation for Clients who subscribe to this service. Under the LeadSure programme, Click Source guarantees that, subject to the terms and conditions of the programme, if the Client does not achieve the agreed-upon lead generation targets within a specified period, they may be eligible for certain compensatory benefits, such as extended service periods or partial refunds, as determined by the Company.
1.5 “Management Fee” refers to the recurring monthly fee charged by Click Source to the Client for the ongoing management and optimisation of the Client’s digital marketing campaigns. This fee covers the costs associated with the day-to-day management of campaigns, including but not limited to ad creation, budget management, performance monitoring, and reporting. The amount of the Management Fee and the specific services it covers will be detailed in the Client’s service agreement.
1.6 “Setup Fee” or “Deposit” refers to the initial payment made by the Client to Click Source for the setup of digital marketing campaigns, website development, or any other services as agreed upon between the Client and the Company. This fee is charged at the commencement of the service and is non-refundable, reflecting the initial work undertaken by Click Source, which may include research, planning, account setup, and other preparatory activities. The specific amount and scope of the Setup Fee or Deposit will be outlined in the Client’s service agreement.
1.7 “Third-Party Providers” refers to external companies or service providers engaged by Click Source to deliver certain components of the Services offered to the Client. Notably, this includes, but is not limited to, ‘Mastery Media Ltd’ for digital media services and ‘L9 Tech Solutions Ltd’ for website development services. While Click Source takes full responsibility for the quality and delivery of services provided by these Third-Party Providers, any direct contractual relationship between the Client and a Third-Party Provider will be governed by separate terms and conditions, if applicable.
1.8 “Confidential Information” refers to all data, materials, or information provided by the Client to Click Source that is considered proprietary, sensitive, or not intended for public disclosure. This includes, but is not limited to, business plans, financial records, marketing strategies, customer data, and personal identification information. Click Source commits to maintaining the confidentiality of such information, using it solely for the purpose of delivering the agreed-upon Services, and disclosing it only to those parties who are legally entitled or required to have access to it, including authorised Third-Party Providers, in accordance with applicable data protection laws and regulations.
2. Acceptance of Terms
2.1 Acknowledgement and Agreement: By engaging with the services offered by Click Source, whether through verbal agreement, written contract, or electronic communication, you acknowledge that you have thoroughly read, fully understood, and expressly agree to be bound by these Terms. Your engagement with our services, including but not limited to requesting, receiving, or utilising any of the Services provided by Click Source, constitutes your acceptance of these Terms in their entirety. If you do not agree with any part of these Terms, you must immediately cease using our services and notify Click Source of your decision to terminate any ongoing or future engagements.
2.2 Legally Binding Agreement: These Terms constitute a legally binding agreement between you (the Client) and A&T Marketing Group Ltd, trading as Click Source. This agreement is enforceable under the laws of the United Kingdom, and your continued use of our services confirms your ongoing consent to be governed by these Terms. Any modifications, amendments, or updates to these Terms will be communicated to you in accordance with the provisions set forth herein, and your continued engagement with our services following such updates will signify your acceptance of the revised Terms. This agreement governs all current and future transactions and interactions between you and Click Source, superseding any prior agreements, whether written or oral, unless explicitly stated otherwise in a written agreement signed by both parties.
3. Services Provided by Third Parties
3.1 Collaboration with Third-Party Providers: Click Source works in partnership with carefully selected third-party providers to deliver certain aspects of the Services offered to our clients. These third-party providers include, but are not limited to, Mastery Media Ltd, which specialises in digital media services, and L9 Tech Solutions Ltd, which provides website development and related technical services. These partnerships enable Click Source to offer a comprehensive range of services that meet the diverse needs of our clients, while maintaining high standards of quality and efficiency.
3.2 Client Acknowledgement and Consent: By engaging with Click Source, you explicitly acknowledge and provide your informed consent to the involvement of these third-party providers in the delivery of the Services you have requested. You understand that certain components of the Services may be fulfilled by these external partners and that Click Source will coordinate and manage these collaborations to ensure the seamless delivery of the agreed-upon Services. Your acceptance of these Terms signifies your agreement to the involvement of these third-party providers as necessary to fulfil your service requirements.
3.3 Liability Disclaimer: While Click Source exercises due diligence in selecting and partnering with reputable third-party providers, and ensures that all such providers operate under strict confidentiality agreements that safeguard your information, we must clarify that Click Source cannot be held liable for any direct, indirect, incidental, or consequential damages that may arise from the actions, omissions, or performance of these third-party providers. This includes any loss or damage to your business, reputation, or data that may occur as a result of their services. Any issues or disputes related to the services provided by third-party providers will be addressed in accordance with the contractual agreements between Click Source and the third-party provider, and where applicable, the Client may be required to engage directly with the third-party provider to resolve such matters.
4. Payments and Refunds
4.1 Non-Refundable Payments: All payments made to Click Source, including but not limited to Setup Fees, Deposits, and payments for specific services such as website development, hosting, email hosting, digital media management, company formations, virtual addresses, and virtual phone numbers, are strictly non-refundable once work has commenced. This policy applies regardless of the stage of completion or the time elapsed since the payment was made. The non-refundable nature of these payments reflects the immediate allocation of resources, time, and expertise by Click Source and any third-party providers involved in initiating and executing the services.
4.2 Management Fees and LeadSure Programme: Management Fees, which are charged on a recurring monthly basis for the ongoing management of digital marketing campaigns, are generally non-refundable. However, under the specific provisions of the LeadSure programme, refunds may be considered at the sole discretion of Click Source. The LeadSure programme offers clients certain guarantees related to lead generation, and any potential refunds related to Management Fees will be determined based on the specific terms and conditions outlined within the LeadSure programme. Clients should be aware that even under this programme, refunds are not guaranteed and are subject to Click Source’s final judgement.
4.3 Finality of Refunds Post-Submission of Documents: No refunds will be issued for any services where the Client has submitted all required documentation, including but not limited to Public Liability Insurance (PLI), business registration documents, and personal identification. Once these documents have been provided to Click Source, the services related to these documents are considered to be in process or completed, and the associated payments become non-refundable. This policy is in place to ensure the integrity of the service process and the commitment of resources required to manage and finalise the Client’s requests.
4.4 Documentation and Communication: Click Source is committed to maintaining clear and consistent communication with our clients regarding the submission of necessary documentation. We will make reasonable efforts to notify clients of any outstanding documents required to fulfil the agreed-upon services. However, it is the Client’s responsibility to provide all necessary documentation in a timely manner. Failure to submit required documents does not entitle the Client to any refund of payments made. Clients are advised to promptly respond to all communications from Click Source to avoid delays in the delivery of services or potential forfeiture of refunds.
5. LeadSure Programme
5.1 Initial Lead Guarantee: The LeadSure programme offered by Click Source is designed to provide clients with a level of assurance regarding the effectiveness of our lead generation services. Under this programme, Click Source guarantees that if no leads are generated during the first month of service, the Client will receive the second month of service at no additional cost. This guarantee is intended to demonstrate our confidence in the efficacy of our lead generation strategies and to provide value to our clients during the initial stages of their engagement with us.
5.2 Extended Lead Guarantee: Should the Client continue to experience a lack of leads during the second month of service under the LeadSure programme, Click Source further guarantees that the third month of service will also be provided at no additional cost. This extended guarantee ensures that clients have ample opportunity to benefit from our lead generation efforts over a sustained period, allowing for adjustments and optimisations to be made to the campaign in pursuit of successful outcomes.
5.3 Eligibility for Partial Refund: If, by the end of the third month of service, no leads have been generated, the Client may be eligible for a partial refund of the Management Fee. The decision to issue a refund, and the specific amount of any such refund, will be determined solely at the discretion of Click Source. This discretionary refund policy takes into account various factors, including the specific circumstances of the campaign, any external influences, and the overall engagement between the Client and Click Source. It is important to note that this potential refund applies only to the Management Fee and not to any other costs incurred.
5.4 Exclusion of Non-Refundable Charges: The guarantees provided under the LeadSure programme apply exclusively to the Management Fee. All other fees, including but not limited to Setup Fees, Deposits, and any additional charges related to the commencement or continuation of services, are explicitly excluded from this guarantee and remain non-refundable. Clients should be aware that while the LeadSure programme offers certain assurances, it does not alter the non-refundable status of these other payments, which reflect the initial and ongoing investment of resources by Click Source in delivering the agreed-upon services.
6. Referral Programme
6.1 Referral Discount Entitlement: Click Source offers a Referral Programme as a token of appreciation for clients who recommend our services to others. Under this programme, clients are entitled to a £50 discount on their monthly Management Fee for each successful referral who signs up for services provided by Click Source. This discount serves as a reward for clients who help expand our network by introducing new businesses or individuals to our range of digital marketing and related services.
6.2 Definition of a Successful Referral: A “successful referral” under this programme is defined as a new client who, based on your recommendation, enters into a formal contract with Click Source and completes the necessary payment for the agreed-upon services. The referred client must not be an existing or previous client of Click Source, and the referral must be directly attributable to your recommendation for the discount to be applicable.
6.3 Application of Referral Discount: The £50 discount earned through a successful referral will be applied to your first month’s Management Fee following the referral’s successful payment. The discount is applied per successful referral, meaning that multiple discounts can be accrued and applied in successive months, depending on the number of successful referrals made. This discount is non-transferable and cannot be redeemed for cash or applied to any fees other than the Management Fee.
By participating in the Referral Programme, clients acknowledge that Click Source retains the right to amend or discontinue the programme at any time without prior notice. Any changes to the programme will not affect discounts already earned but may alter the terms for future referrals.
7. Cancellation and Termination
7.1 Client Cancellation Rights: Clients have the right to cancel their services with Click Source at any time, provided that they give a minimum of 30 days’ notice. This notice period must be communicated either via phone or email to ensure proper documentation and processing of the cancellation request. The 30-day notice period allows Click Source to wind down any active campaigns or services in an orderly manner, ensuring minimal disruption and maintaining professional standards.
7.2 Non-Refundable Payments upon Cancellation: In the event that a client decides to cancel their services, it is important to understand that no refunds will be issued for any payments already made, including but not limited to Setup Fees, Deposits, or Management Fees. These payments are non-refundable due to the immediate allocation of resources and time required to commence and maintain the services provided. This policy applies regardless of the reason for cancellation and underscores the commitment of both parties to the terms agreed upon at the start of the service relationship.
7.3 Right of Termination by Click Source: Click Source retains the absolute right to terminate services at any time and for any reason, which may include, but is not limited to, non-payment of fees, any breach of these Terms by the client, or any misuse of the services provided. Such termination will be communicated to the client with appropriate notice, depending on the circumstances. In cases where termination is due to non-payment or breach of these Terms, Click Source may take immediate action to cease all services without further obligation to the client. Additionally, Click Source may pursue any legal remedies available to recover unpaid fees or to seek damages resulting from the client’s breach or misuse.
By entering into an agreement with Click Source, clients acknowledge and accept these conditions surrounding cancellation and termination. It is advised that clients consider these terms carefully before initiating or terminating any services to ensure full understanding and compliance.
8. Confidentiality and Data Protection
8.1 Commitment to Confidentiality: Click Source is fully committed to maintaining the highest standards of confidentiality with respect to all information provided by our clients. We understand the sensitive nature of the data you entrust to us, and we take every measure to ensure that this information is safeguarded against unauthorised access, disclosure, or misuse. All client information, including business details, marketing strategies, financial data, and personal identification information, is treated as strictly confidential and is used solely for the purposes of delivering the agreed-upon services.
8.2 Sharing of Data with Third Parties: In order to effectively deliver our services, certain client data may need to be shared with third parties who are directly contracted or subcontracted by Click Source. This includes, but is not limited to, service providers such as Mastery Media Ltd for digital media services and L9 Tech Solutions Ltd for website development. These third-party providers are carefully selected by Click Source and are required to adhere to strict confidentiality agreements that are in line with our own data protection standards. The data shared with these providers is limited to what is necessary for them to perform their specific functions, and they are not permitted to use this information for any other purposes.
8.3 Restrictions on Data Disclosure: Click Source will not disclose any client information to other third parties without the explicit consent of the client, except where such disclosure is required by law or is necessary to protect the rights, property, or safety of Click Source, our clients, or others. In situations where legal obligations necessitate the disclosure of client data, Click Source will, where possible, notify the client in advance of the disclosure, unless prohibited by law.
8.4 Compliance with Data Protection Laws: Click Source complies fully with the General Data Protection Regulation (GDPR) and all other applicable data protection laws within the United Kingdom. This compliance includes ensuring that all personal data is processed lawfully, fairly, and in a transparent manner, and that appropriate security measures are in place to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access to personal data. Clients have the right to access, correct, or request the deletion of their personal data held by Click Source, and we are committed to responding to such requests in accordance with the requirements of the GDPR.
By engaging with Click Source, clients acknowledge and agree to these confidentiality and data protection practices. Clients are encouraged to review our full Privacy Policy for more detailed information on how we handle data protection and to contact us with any questions or concerns regarding the confidentiality of their information.
9. Disclaimer of Warranties and Limitation of Liability
9.1 Services Provided “As Is”: Click Source provides all services on an “as is” basis, without any express or implied warranties of any kind. While we strive to deliver high-quality digital marketing services, including lead generation, search engine optimisation, and campaign management, we do not guarantee specific outcomes. This includes, but is not limited to, the generation of leads, achieving or maintaining certain rankings on search engines such as Google, or the overall success of any digital marketing campaigns. The effectiveness of digital marketing efforts can vary widely based on numerous factors beyond our control, including market conditions, changes in algorithms by search engines, and the actions of competitors.
9.2 No Liability for Third-Party Actions: Click Source shall not be held liable for any suspension, removal, restriction, or other actions taken by third-party platforms, such as Google, Meta (Facebook), or other advertising networks, that may impact your advertisements, accounts, or overall campaign performance. These platforms operate independently of Click Source and are governed by their own terms and conditions, which may change without notice. Any decisions made by these platforms that affect your campaign are beyond the control of Click Source, and we cannot provide refunds or compensation for such occurrences.
9.3 Exclusion of Certain Damages: Click Source shall not be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to loss of profits, revenue, business opportunities, or business interruption, that may arise from the use of, or inability to use, our services. This exclusion of liability applies to all claims, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if Click Source has been advised of the possibility of such damages. Clients are advised to understand and accept these limitations as a condition of engaging with our services.
9.4 Limitation of Liability: In no event shall the total liability of Click Source, whether in contract, warranty, tort (including negligence), or any other form of liability, exceed the total amount paid by the client for the specific service that directly gave rise to the claim. This limitation is an essential part of the agreement between Click Source and the client, reflecting a fair allocation of risk. Clients acknowledge that this limitation of liability is a reasonable allocation of risk, given the nature of the services provided and the pricing structure of our offerings.
By engaging with Click Source, clients agree to these disclaimers and limitations of liability as part of their contractual agreement with us. Clients should ensure they understand these provisions fully before proceeding with our services, and they are encouraged to seek independent legal advice if necessary.
10. Governing Law and Jurisdiction
10.1 Applicable Law: These Terms, and any disputes or claims arising out of or in connection with them, including any non-contractual obligations, shall be governed by and construed in accordance with the laws of the United Kingdom. This choice of law reflects the Company’s establishment and operation within the UK and ensures that all aspects of the relationship between Click Source and its clients are interpreted and enforced according to the principles and regulations of UK law.
10.2 Exclusive Jurisdiction: Any disputes, controversies, or claims arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the courts of the United Kingdom. Clients agree that these courts are the appropriate and most convenient forum for the resolution of any disputes, and they waive any right to object to proceedings being brought in these courts on the grounds of venue or that the forum is not appropriate. This jurisdictional clause is intended to provide clarity and predictability in the event of any legal proceedings, ensuring that all parties have a clear understanding of where and how disputes will be resolved.
By entering into an agreement with Click Source, clients acknowledge and accept these provisions regarding governing law and jurisdiction. Clients are advised to consider these legal implications carefully and to seek independent legal counsel if they have any concerns or require further clarification.
11. Amendments
11.1 Right to Amend Terms: Click Source reserves the unequivocal right to amend, modify, or update these Terms at any time. Such amendments may be made to reflect changes in the law, adjustments in our business practices, or improvements in the services we offer. We are committed to ensuring that any amendments made are reasonable and necessary for the continued provision of our services under the best possible conditions.
11.2 Notification of Changes: Any changes to these Terms will be prominently posted on our website. Clients are encouraged to regularly review the Terms to stay informed of any updates or modifications. While Click Source will make reasonable efforts to notify clients of significant changes, it remains the client’s responsibility to ensure they are aware of the current Terms governing their relationship with Click Source. Failure to review the Terms does not exempt clients from the obligations and conditions contained within any amended version.
11.3 Acceptance of Amended Terms: By continuing to use our services after any amendments have been made to these Terms, you signify your acceptance of the updated or modified Terms. If you do not agree with any changes made to the Terms, your sole remedy is to discontinue using our services and to notify Click Source of your decision. Continued engagement with our services following any amendment constitutes a binding acceptance of the revised Terms, which will apply to all subsequent interactions and agreements between you and Click Source.
Clients are advised to thoroughly review and consider the implications of any amendments to these Terms. Should you have any questions or concerns regarding any changes, we recommend seeking independent legal advice to ensure full understanding and compliance.
12. Entire Agreement
12.1 Comprehensive Agreement: These Terms represent the entire and complete agreement between you (the Client) and Click Source regarding the services provided by us. This agreement supersedes and replaces any and all prior or contemporaneous agreements, understandings, negotiations, or representations, whether written or oral, that may have existed between the parties. By agreeing to these Terms, you acknowledge that you are not relying on any prior statements, representations, or promises made by Click Source that are not explicitly stated in this document.
12.2 Amendments and Variations: No amendment, modification, or variation of these Terms shall be valid or enforceable unless it is in writing and signed by an authorised representative of Click Source. This clause ensures that any changes to the agreement are deliberate, transparent, and mutually acknowledged by both parties. Verbal agreements or informal communications will not constitute an amendment to these Terms. Clients are advised to obtain and retain written confirmation of any agreed-upon amendments to these Terms to ensure that their rights and obligations are clearly documented.
By entering into this agreement, clients confirm that these Terms constitute the entire understanding between the parties concerning the subject matter hereof, and no other terms, conditions, or obligations exist between the parties except as expressly set forth herein.
Acknowledgement
By engaging with Click Source and utilising our services, you expressly acknowledge that you have read, fully understood, and agree to be bound by these Terms and Conditions. Your continued use of our services signifies your acceptance of these Terms in their entirety, and confirms your commitment to adhere to all the provisions outlined herein.
You acknowledge and agree that the ability of Click Source to effectively provide the Services is contingent upon your complete and timely cooperation. This cooperation includes, but is not limited to, the provision of accurate, relevant, and up-to-date information and data as required by Click Source to perform its obligations under this Agreement. Any delays or failures in the delivery of the Services that arise from your failure to meet these obligations, or from any act or omission by a third party on your behalf, shall not be the responsibility of Click Source, and we shall not be liable for any resulting delays or deficiencies in the Services provided.
You further agree to provide Click Source with full access to and use of all information, data, and documentation that is reasonably required to enable us to fulfil our obligations under this Agreement. This includes, but is not limited to, access to your website, relevant online profiles, and any other digital assets or platforms necessary for the delivery of the Services.
You also acknowledge that Click Source may, at its discretion, amend, add, or delete information or materials on your website, Google Places, Google Plus page, or other online directories and platforms from time to time. These modifications are undertaken with the objective of maximising the effectiveness of the Services provided, particularly in relation to improving your online visibility and search engine rankings. The management of reviews, directory listings, and other online mentions will be handled by Click Source at our discretion, based on our professional judgement and strategic approach to achieving the desired results for your business.
By agreeing to these terms, you confirm that you understand the importance of your role in enabling Click Source to deliver the Services and agree to cooperate fully to facilitate the successful implementation of our strategies and solutions.
The Charges payable for each Service, whether recurring or one-time, will be communicated to you by our sales consultant. Click Source will issue invoices based on the agreed Charges and the payment schedule discussed with your sales consultant. All payments must be made in Great British Pounds (£) using one of the payment methods specified in the invoices. Please be aware that all deposits or advance payments made are strictly non-refundable.
You are obligated to pay all Charges related to the Services for the entire invoicing period, regardless of whether:
•This Agreement has been suspended or terminated within that invoicing period, or
•The Services have been modified or cancelled during that invoicing period.
Click Source reserves the right to offset any amounts due and payable under this Agreement (or any other obligations) against any amounts that may be payable by Click Source to you. Additionally, Click Source may charge interest on overdue amounts at an average annual base rate applicable on the due date. If any invoices remain unpaid, Click Source may, upon notice, suspend all work and your access to and use of the Services until the outstanding invoice(s) have been paid in full. During any period of suspension, Charges will continue to accrue, and your obligation to pay remains in effect.
Timely payment is essential, and as such, time for payment shall be of the essence under this Agreement. If you wish to dispute any invoice, you must provide Click Source with written notice detailing the specific grounds for dispute within fourteen (14) days of the invoice date. Failure to raise a dispute within this period will result in the invoice being deemed accepted by you. It is important to note that you are still required to pay any undisputed portions of an invoice, even if a portion of the invoice is under dispute.
By engaging with Click Source and entering into this Agreement, you agree to these payment terms and acknowledge the importance of adhering to them to ensure continued access to our Services.
You have the right to cancel any ongoing monthly commitments by providing 30 days’ notice, which can be communicated via phone or email. This notice period allows for the orderly termination of services and ensures that both parties can fulfil any remaining obligations before the agreement is fully concluded.
Click Source reserves the right to amend this Agreement or modify the Services at any time. Any changes to the Agreement or Services will be communicated to you through one of the following methods: written notice via email, fax, or post, sent to the designated contact details you provided during your registration process, or by posting an updated version of the Terms & Conditions on our website. It is your responsibility to ensure that the contact information provided to Click Source is up-to-date and accurate.
Your continued use of the Services after the effective date of any such change will be considered as your acceptance of the updated Terms & Conditions. If you do not agree with any changes made, your sole remedy is to discontinue use of the Services by providing notice of cancellation as outlined above.
By engaging with Click Source and using our Services, you acknowledge and accept the possibility of changes to this Agreement and agree to stay informed about any such updates.
Each party warrants to the other that it has full legal power and authority to enter into and perform this Agreement. The Services provided by Click Source are accompanied by guarantees that cannot be excluded under UK business law. While Click Source commits to performing the Services with reasonable care and skill, it is important to understand that we cannot guarantee specific outcomes such as improved rankings in major search engines, as these results are influenced by factors beyond our control, including changes to search engine algorithms.
You acknowledge that Click Source does not warrant or guarantee that the Services will lead to any increase in sales, business activity, profits, clicks to your website, exposure of your business, or improvement in the positioning of your keywords on search engine results pages. Additionally, there is no assurance that your site will appear more frequently or at specific times on search results pages, nor can we guarantee any other specific improvements for your business or website as a result of our Services.
You further acknowledge that the dynamic nature of the Internet, including changes in search engine algorithms, practices, policies, and functionality, as well as the introduction of new websites by competitors, can influence keyword search rankings over time. The keywords you choose may also impact rankings and placement, and these factors are outside Click Source’s control. Consequently, Click Source cannot be held responsible for any changes in your site’s search engine ranking, including any penalties or suspensions imposed by Google or other search engines.
Furthermore, Click Source has no control over, and shall not be liable for, any reviews, ratings, commentary, or materials published about your business on Google Places or any third-party websites. We do not warrant that the Services will be uninterrupted, error-free, virus-free, or that they will meet your specific requirements, such as search engine optimisation, performance, or reliability. Any time frames provided by Click Source are estimates only and should not be relied upon as guaranteed deadlines.
This Agreement represents the full extent of Click Source’s obligations and liabilities in relation to the provision of Services. You acknowledge that any improvements in search engine ranking, business performance, or other metrics cannot be guaranteed, and that Click Source shall not be held responsible for outcomes that do not meet your expectations.
Notwithstanding any other provisions contained in this Agreement, you are solely responsible for the content of your website (“Site”). Click Source shall not be held liable or accountable for any aspect of your Site’s content, including, but not limited to, any potential infringements of intellectual property rights or violations of any other party’s legal rights. It is your responsibility to ensure that all content on your Site complies with applicable laws and does not infringe upon the rights of others.
Click Source strongly advises you to maintain regular backup versions of your Site’s content to safeguard against potential data losses or other disruptions. While we provide Services to support your online presence, the ultimate responsibility for your Site’s content and its protection remains with you.
To the fullest extent permitted by law, Click Source, its directors, partners, and employees expressly exclude:
•Any liability for loss of income or revenue; loss or interruption of business; loss of uptime; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; loss of traffic; or any liability for any direct, indirect, or consequential loss or damage incurred by you or any end-user in connection with the Services, or use of the Services; and
•Any other loss or damage of any kind (including any injury to any person), however arising and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
This exclusion of liability does not affect the liability of Click Source where such liability cannot be excluded or limited by law. Without limiting the foregoing, both parties acknowledge that laws in certain jurisdictions may imply warranties and conditions that cannot be excluded, restricted, or modified except to a limited extent. If any such laws apply, then to the extent permitted by law, Click Source’s liability is limited to one or more of the following (at its sole discretion):
•In the case of goods (where the failure to be of acceptable quality does not amount to a major failure), the replacement or repair of the goods, the supply of equivalent goods, or payment of the cost of repairing or replacing the goods or supplying equivalent goods;
•In the case of services (where the failure to be of acceptable quality does not amount to a major failure), the supply of the services again, or payment of the cost of having the services resupplied.
Without limiting the preceding and to the extent allowable by law, you agree that Click Source’s maximum aggregate liability (including any liability for the acts or omissions of its employees, agents, contractors, and subcontractors), whether arising in contract, tort (including negligence), misrepresentation, or otherwise, shall in no circumstances exceed the amount of fees paid or payable to Click Source under this Agreement for the Service that is the subject of the breach, and only from the time that the breach occurred.
You shall indemnify Click Source, its directors, partners, and representatives from all actions, claims, damages, liabilities, or costs (including legal expenses) arising from or directly or indirectly related to your use of the Services or that of anyone else, or otherwise arising from this Agreement. Click Source cannot be held responsible or liable for any suspensions or penalties applied to listings. The work carried out by Click Source is conducted under your instruction and at your own risk.
Click Source retains all intellectual property rights in the programming modules, code, computer programs, materials, tools, data, know-how, and any other assets generated or developed during the course of providing Services, whether directly or indirectly (“Click Source IP”). These intellectual property rights include, but are not limited to, any proprietary methods, designs, and processes that were in existence prior to the commencement of such Services. By entering into this Agreement, Click Source grants you a non-exclusive, non-transferable license to access and use the Click Source IP strictly to the extent necessary for you to make reasonable use of the Services provided for the duration of this Agreement.
You acknowledge and agree that the Services provided by Click Source may incorporate or rely upon individual third-party software, tools, or other intellectual property rights owned by third parties (“Third Party IP”). The license granted to you in this clause is strictly limited to the use of Click Source IP and does not extend to any Third Party IP, except to the extent that Click Source itself has the right to access and pass on such rights to you. Your use of any Third Party IP is subject to the terms and limitations of the rights held by Click Source and its ability to sublicense those rights to you.
In relation to any data, content, information, or materials that you provide to Click Source in the course of using the Services, you represent and warrant that such materials will not infringe upon the intellectual property rights of any third party nor contravene any applicable laws, regulations, or industry codes of conduct.
Except as required by law, you agree not to disclose any confidential information related to Click Source or its affiliates that you may obtain during or as a result of this Agreement. This confidentiality obligation extends to all sensitive information, whether technical, commercial, or otherwise, and applies to disclosures made to anyone outside your organisation, except on a need-to-know basis to your employees who are bound by similar confidentiality obligations. This clause is intended to protect the proprietary interests and business integrity of Click Source and its affiliated entities, ensuring that all confidential information remains secure and undisclosed outside the agreed-upon scope.
This Agreement commences on the date when Click Source begins providing the Service or on such other date as may be agreed upon in writing by both parties (“Commencement Date”). The Agreement will terminate on the date when Click Source completes the Services, or as otherwise specified in the service arrangement, unless the parties mutually agree in writing to extend the term of this Agreement. Notwithstanding the above, where the Services involve support services, the duration of such support services shall commence on the date of verification by Click Source (e.g., verification via Google Places Listing).
Click Source reserves the right to terminate or suspend this Agreement (without any liability) under the following conditions:
•At any time, by providing you with at least 14 days’ notice;
•Immediately, upon giving notice to you, if you breach any terms of this Agreement, including failure to pay the Charges; or
•If you become insolvent as defined by applicable law, are otherwise unable to pay your debts as they fall due, or if you cease to carry on business.
Should Click Source choose to reinstate any suspended Service, you will be responsible for paying Click Source’s standard reactivation charge. The termination of this Agreement shall not affect the continuation of any specific Terms & Conditions related to other Services that are currently in force, which shall remain effective and operational in all other respects.
Upon termination or expiration of this Agreement:
•Click Source shall invoice you for all outstanding amounts that have accrued but have not yet been billed; any deposits or amounts already paid by you will not be refunded under any circumstances.
•You are required to set up an alternative Google account to which we can transfer your Google Places account. If such a transfer is not possible, you must promptly establish a new Google Places account, at which point Click Source will delete and remove your listing from our account.
This ensures that all services and obligations are concluded in an orderly manner, with all outstanding matters addressed according to the terms of this Agreement.
During the term of this Agreement and for a period of one (1) year thereafter, you agree not to hire, engage, solicit, employ, or contract the services of any employees or contractors of Click Source, or any other individuals involved in the provision of Services under this Agreement. This non-solicitation clause is intended to protect the business interests and workforce of Click Source, ensuring that the relationships and expertise developed during the course of service delivery remain intact and are not disrupted or undermined.
By agreeing to this clause, you acknowledge the importance of maintaining the integrity of Click Source’s workforce and the value of the specialised skills and knowledge our employees and contractors bring to the Services provided. Any breach of this clause may result in legal action and the pursuit of appropriate remedies to address any damages incurred by Click Source as a result.
All notices from Click Source will be sent to the email address you provided during your engagement with our services. It is your responsibility to ensure that this email address remains current, accurate, and capable of receiving communications. You agree that a record of Click Source having sent a notice to you via email constitutes conclusive proof of receipt, regardless of whether you acknowledge or respond to the email.
Notices from you to Click Source must be sent to the following email address: customerservice@clicksource.co.uk. This ensures that all communications are directed to the appropriate channels and can be addressed promptly by our team.
By adhering to these notice requirements, both parties can ensure clear and effective communication throughout the duration of the Agreement.
This Agreement, along with the documents referred to herein, constitutes the entire understanding between the parties regarding its subject matter and supersedes and excludes all prior and other discussions, specifications, representations, and arrangements related to the Services. This includes, but is not limited to, any discussions or representations concerning the performance or results that might be expected from the Services.
Any representations (oral or written) made by, or on behalf of, Click Source should not be relied upon unless explicitly included in this Agreement. Furthermore, you acknowledge that you are also bound by the policies and guidelines of external platforms such as Google (https://support.google.com) and Meta (Facebook, Instagram) which may change at any time. It is your responsibility to stay informed about these policies and guidelines, and we strongly encourage you to check them frequently to ensure compliance and awareness of any updates.
Your understanding of and adherence to these policies are crucial, as they directly impact the delivery and effectiveness of the Services. You further acknowledge that Click Source has no connection, affiliation, sponsorship, or endorsement with Google, Meta, or any other third-party platform, and nothing in this Agreement or in our communications should be construed as implying such a relationship at any time.
By agreeing to this clause, you accept that Click Source operates independently of these third-party platforms and that your compliance with their policies is essential for the ongoing provision of Services under this Agreement.
This Agreement, along with any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England, specifically within London, for the resolution of any disputes or claims that may arise in relation to this Agreement.
By agreeing to this clause, both parties acknowledge that any legal proceedings will be conducted under the applicable laws of England, and that the courts of England will have sole authority to adjudicate any matters related to this Agreement.
