Terms & Conditions
The following Terms and Conditions below can also be found in our client Contracts. Our Service Level Agreement can be viewed here.
While delivering a complex project the agency may be required to charge a separate Project Management Fee. In this instance, any fee would be agreed by both parties at the outset.
Any changes to project delivery will be discussed and agreed with the client.
Each project will have an estimated turnaround time. If you are working with a tight deadline, arrangements can be discussed to complete the project sooner.
The agency will continually develop and optimise all digital marketing campaigns and will, upon agreement with the client, further develop the strategies and tactics taken to maximise the desired results.
Client requests to pause or cancel specific activity will be actioned within 1 working day at any time throughout the campaign and, whilst this may result in reduced media spend, the agency reserve the right to continue to charge for any agreed remaining management time.
Due to the intricate nature of the work undertaken, Uprise Up are unable to work effectively when clients, (or any other third parties), are making changes to the same account/s. The Client will not make changes to the account/s whilst Uprise Up are managing them and will communicate any changes required to Uprise Up to action.
Publication of Material
The agency will retain the right to use the client’s logo and ad creative on their website and on social media and in any other promotional material detailing the agency’s clients.
The client will retain the right to edit the final draft prior to publication, subject, in case of joint publications, to amendments proposed being agreed with the author(s).
Prior to publication, the agency / or others associated with the publication shall not disclose any material obtained or produced for the purposes of the project to any other party unless the client has given prior approval in writing.
The client will, except where specifically agreed otherwise, hold copyright to the publication. Where other uses are agreed, all material and publications based on the project shall acknowledge the client.
Uprise Up pitch materials, including presentations and any proposal documents, are our intellectual property and will only be submitted on the understanding the they will not be shared outside the organisation who has made the invitation, including any other agencies. Also, we ask that our pitch materials are deleted or returned on completion of the pitch if the work is not being commissioned.
The copyright and all other intellectual property rights whatsoever in any work produced by the agency for the client’s campaigns shall belong to the client absolutely and the agency waives any moral rights or any other rights whatsoever which it may have in such work and will, at the expense of the client, take or join in taking such steps to vest such rights in the client or enforce the same on behalf of the client as the client shall require. The obligations contained in this clause shall remain in force notwithstanding termination of this Agreement for any reason whatever.
The models Uprise Up apply to digital marketing accounts (eg: Google Ads, Bing Ads, Google Analytics) are confidential, and as such the Client agrees not to allow a company which supplies the same digital services as Uprise Up access to this account, at least until such time as termination notice has been served.
The Client will not, directly or indirectly, disclose Uprise Up fees or other sensitive information, either publicly or to another agency.
Uprise Up will keep secret and not disclose or permit to be disclosed to any person or make use of or permit to be made use of any confidential information relating to the client or any of its dealings including (without prejudice to generality) business plans, budgets, finances and proposed future activities and this obligation will remain in force notwithstanding termination of this Agreement for any reason whatsoever provided that the obligations contained in this clause will not apply to information which:
(a) comes into the public domain otherwise than due to a breach of the agency’s obligations; or
(b) the agency can prove was in its possession free of restriction at the time this Agreement was entered into; or
(c) comes into the possession of the agency from a third party without involving any breach of obligation to the Client.
Except as otherwise agreed in writing, all material, dates, information etc compiled or otherwise available to Uprise Up in the course of providing services under this Agreement will remain the property of the client and must be returned to the Client on termination of this Agreement.
Access to the client’s digital accounts will be kept confidential to the agency unless specifically requested by the client.
Any quotation given by the agency shall not constitute an offer, and is only valid for a period of 90 business days from its date of issue.
“Days” where mentioned in contracts and proposals equal a working period of 7 hours. “Half days” are 3.5 working hours.
Media spend will be paid directly by the client to any media supplier eg: Google, Bing, Facebook, Twitter etc. The client is responsible for ensuring these payment methods are in place at least 3 working days before the campaigns are due to commence. The client is also responsible for ensuring the payment methods remain in place throughout the duration of the campaign.
The Client is responsible for ensuring that Uprise Up have the access required to conduct any agreed works, and that the programs needed (such as a functioning Google Ads account or access to Google Search Console) are kept in working order if owned by the Client. If Uprise Up are unable to undertake agreed work because access to programs including (but not limited to) Google Ads, Google Analytics, or Google Search Console has not been given, (or has been removed), Uprise Up will still invoice for the time that has been set aside to conduct these works; and the Client is still required to make payment as per standard agreed terms. An example of this would be if Uprise Up were denied access to a Google account by the Client, and therefore couldn’t perform their contracted paid search services.
Standard payment terms are that invoices from the agency to the client will be sent at the beginning of each month, for the work being carried that month. Payment will be charged via Direct Debit and is due within 14 days. The first invoice will go out as part of the onboarding process, typically 2 weeks before the work starts (due within 14 days). Our quoted rates are based on us receiving payment from our clients by Direct Debit and there will be a monthly admin fee of £25 if this is not possible for any reason.
For projects we may ask for 50% of the fees to be paid in advance, and 50% upon project completion.
No fee shall be payable until the client has received a valid invoice in respect of the services from the agency.
In accordance with the The Late Payment of Commercial Debts (Interest) Act 1998 the Agency may charge interest for late payments at the statutory interest rate of 8% plus base rate and debt recovery costs. The Agency also have the right to recover costs incurred from any debt recovery service and legal costs should the matter go to court.
Unless otherwise agreed the agency shall be responsible for all expenses incurred in relation to the provision of the services.
The agency is a limited company responsible for taxation and national insurance or similar liabilities or contributions in respect of its employees and the agency will indemnify the client against all liability for the same and any costs, claims or expenses relating thereto including (without prejudice to generality) interest and penalties.
Google Ad Grant (Charity Clients Only)
The client must refrain from adding payment details into a Google Ad Grant account, and is responsible for ensuring that all members of the client organisation with access to the Google Ad Grant account are continuously aware that payment details should not be added to a grants account. If payment details are ever entered this will likely result in a termination of the account, if this is as a result of a client action then Uprise Up cannot be held accountable.
In the event of Google stopping the client’s Google Grant account for any reason, (such as ending the program entirely), the notice period agreed for Uprise Up’s services would still apply; however Uprise Up will be able to provide an alternative service, including (but not limited to) SEO (technical, content or online PR), Analytics or Strategic Consultancy, or Paid media implementation.
The Google Ad Grant scheme does not clearly explain all the rules of the grant. The Google Ad Grant team do not answer questions regarding the scheme and they do not communicate or discuss if they decide to stop or downgrade an account. Also enforcement of these (unclear) terms and conditions is inconsistent. Uprise Up are an expert agency at managing Google Ad Grant accounts – and we believe that our track record in managing them is unparalleled. We can advise on and implement high or low risk strategies with Ad Grant accounts, and we can advise what actions the client can and should take to ensure compliance. However, as we do not control all the variables that might cause an account to be penalised and have little clarity from Google, we cannot accept liability should there be a negative action taken on the account by the Google Ad Grant (including Grantspro) team.
Duration and termination
The standard notice period required by the agency, after working together for a 3 month period, is 3 months, unless agreed otherwise.
In addition, without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Any notice to be served on Uprise Up under this Agreement shall be deemed validly served if delivered to him/her at the below address, or such other address in the UK which he/she shall have notified to the Client in writing, delivered to its principal place of business for the time being, as his/her address for service under the Agreement. Notice will also be deemed validly served by email to ‘firstname.lastname@example.org’.
On termination Uprise Up shall:
(a) promptly return or at the Client’s request destroy any materials owned by the Client;
(b) provide all reasonable cooperation to the Client for the transfer of services to another provider.
Any notice to be served on Uprise Up under the Agreement shall be deemed validly served if delivered to him/her at the below address, or such other address in the UK which he/she shall have notified to the Client in writing. Notice will also be deemed validly served by email to ‘email@example.com’.
The agency’s registered business address is:
Uprise Up ltd
21 Chiltern House
For the duration of the contract, and for the 12 months following its completion, The Client will not employ any Uprise Up employee in its business or on a freelance basis.
Indemnity and Liability
The agency will indemnify the client from and against all claims, costs, loss, liabilities and demands whatsoever suffered (unless due to negligence by the client) including claims by employees of the agency, which arise out of the act, default, or negligence of the agency, its agents or sub-contractors in relation to this Agreement.
Rights of Third Parties
This Agreement does not (and does not purport to) confer any rights on any person who is not a party to this Agreement.
This Agreement is governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English courts.
Entire Agreement and Variation
This Agreement is the entire agreement between the parties. The terms of this Agreement may be modified or waived only by written agreement from both parties.