Terms of Service

1. INTRODUCTION

These Terms of Service ("Terms") govern your use of the services provided by 7 Pockets Ltd ("we", "us", "our"), a company registered in England and Wales (Company Number: 15250820), with its registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.

By engaging our services or using any tools, applications, or platforms we provide, you ("you", "the Client") agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms should be read alongside our Privacy Policy, which explains how we collect, use, and protect your data.

2. DEFINITIONS

- "Services" means the digital advertising management, campaign optimisation, analytics, reporting, creative operations, and any other services described in an applicable Statement of Work or service agreement.

- "Platform(s)" means third-party advertising and technology platforms including but not limited to Meta (Facebook/Instagram), Google Ads, TikTok, Snapchat, and LinkedIn.

- "Platform Data" means any data accessed, retrieved, or generated through advertising Platform APIs on your behalf, including campaign performance metrics, ad creative metadata, budget and spend data, and account configuration.

- "Statement of Work" or "SOW" means a document setting out the specific scope, deliverables, timelines, and fees for a particular engagement. Where an SOW conflicts with these Terms, the SOW shall take precedence.

- "Confidential Information" means any non-public information disclosed by either party, including business strategies, client lists, financial data, advertising performance data, API credentials, and trade secrets.

3. SERVICES

3.1 Scope

We provide digital advertising services including but not limited to:

- Paid advertising campaign management across Meta, Google, TikTok, and other Platforms

- Campaign performance monitoring, analysis, and reporting

- Advertising configuration auditing and validation

- Budget management and spend pacing

- Ad creative production and optimisation

- Server-side tracking implementation and attribution

- Strategic consultation and recommendations

The specific services provided to you will be set out in an applicable SOW or service agreement.

3.2 Advertising Platform Tools

We may use proprietary tools and applications that interact with advertising Platform APIs (including the Meta Marketing API) to deliver our services. These tools enable us to:

- Read and analyse campaign data on your behalf

- Validate campaign configurations against best practices

- Generate performance reports and recommendations

- Execute campaign changes as instructed by you

3.3 Client Responsibilities

To enable us to deliver the services effectively, you agree to:

- Provide timely access to your advertising accounts, assets, and information as reasonably required

- Designate an authorised contact person to approve campaign changes and provide instructions

- Review deliverables, reports, and recommendations in a timely manner

- Ensure that any materials, content, or assets you provide to us comply with applicable laws, advertising standards, and Platform policies

- Maintain valid payment methods and billing information for your advertising Platform accounts

- Notify us promptly of any changes to your account access, billing, or business requirements

3.4 Advertising Account Ownership

Your advertising Platform accounts (Meta Business Manager, Google Ads accounts, etc.) remain your property at all times. We access your accounts solely to deliver the agreed services. Upon termination of our engagement, we will remove our access to your accounts within 14 days unless otherwise agreed.

4. PLATFORM DATA AND API USAGE

4.1 Data Access

In the course of delivering our services, we access Platform Data through official APIs provided by Meta, Google, and other advertising Platforms. This data is accessed and processed in accordance with our Privacy Policy and the applicable Platform's terms and policies.

4.2 Data Processing

We process Platform Data solely for the purposes described in Section 3.1 and in accordance with any applicable data processing agreement between us. We act as a data processor on your behalf when handling your advertising account data.

4.3 Data Ownership

All Platform Data relating to your advertising accounts belongs to you. We do not claim any ownership rights over your campaign data, creative assets, or performance metrics.

4.4 Data Portability

Upon request or termination of services, we will provide you with an export of any Platform Data we hold relating to your accounts in a structured, machine-readable format within one month of the request.

4.5 Platform Compliance

We comply with the terms, policies, and developer requirements of each advertising Platform we integrate with, including but not limited to:

- Meta Platform Terms and Developer Data Use Policy

- Google Ads API Terms of Service

- TikTok Marketing API Terms

You acknowledge that Platform providers may change their APIs, policies, or terms at any time, which may affect the functionality or availability of our tools and services.

5. FEES AND PAYMENT

5.1 Service Fees

Fees for our services will be set out in the applicable SOW or service agreement. Unless otherwise agreed:

- Monthly retainer fees are invoiced in advance on the first business day of each calendar month

- Project-based fees are invoiced according to the milestone schedule in the SOW

- All fees are quoted exclusive of VAT, which will be added at the prevailing rate where applicable

5.2 Advertising Spend

Advertising spend (media budget) paid directly to Platforms is separate from our service fees. You are responsible for all advertising costs incurred on your Platform accounts. We do not take a markup on advertising spend unless expressly agreed in the SOW.

5.3 Payment Terms

Invoices are due within 14 days of the invoice date unless otherwise agreed. We accept payment by bank transfer.

5.4 Late Payment

If payment is not received by the due date:

- We reserve the right to suspend the provision of services until payment is received in full

- Interest may be charged on overdue amounts at 4% above the Bank of England base rate, calculated daily from the due date until payment is received

- We reserve the right to recover reasonable costs incurred in pursuing overdue payments

5.5 Refunds

Service fees are non-refundable once the relevant service period has commenced or deliverables have been provided, except where required by law or expressly agreed in the SOW.

6. INTELLECTUAL PROPERTY

6.1 Client Assets

You retain full ownership of all pre-existing intellectual property, brand assets, trademarks, creative materials, and content you provide to us.

6.2 Deliverables

Unless otherwise agreed in the SOW, upon full payment of all applicable fees, we assign to you all intellectual property rights in the final deliverables created specifically for you, including ad creative, reports, and strategy documents.

6.3 Our Tools and Methods

We retain all rights in our proprietary tools, methodologies, frameworks, templates, and software (including any API integration tools). These are licensed to you solely for the purpose of receiving our services and may not be copied, modified, distributed, or reverse-engineered.

6.4 Portfolio Use

Unless you notify us otherwise in writing, we may reference your company name and a general description of the services provided in our marketing materials and portfolio. We will not disclose any Confidential Information, performance data, or campaign details without your prior written consent.

7. CONFIDENTIALITY

7.1 Obligations

Each party agrees to:

- Keep the other party's Confidential Information strictly confidential

- Not disclose Confidential Information to any third party without prior written consent

- Use Confidential Information solely for the purposes of performing or receiving the services

- Take reasonable measures to protect the confidentiality of such information, using at least the same degree of care as it uses to protect its own confidential information

7.2 Exceptions

Confidentiality obligations do not apply to information that:

- Is or becomes publicly available through no fault of the receiving party

- Was already known to the receiving party prior to disclosure

- Is independently developed by the receiving party without reference to the disclosing party's Confidential Information

- Is required to be disclosed by law, regulation, or court order (with reasonable prior notice to the disclosing party where permitted)

7.3 Duration

Confidentiality obligations survive termination of the engagement for a period of 2 years.

8. DATA PROTECTION

8.1 Compliance

Both parties agree to comply with all applicable data protection laws and regulations, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).

8.2 Data Processing Agreement

Where we process personal data on your behalf, we will enter into a data processing agreement in accordance with Article 28 of the UK GDPR. The data processing agreement will set out the subject matter, duration, nature, and purpose of processing, the types of personal data processed, and the obligations and rights of the data controller.

8.3 Our Role

In providing our services:

- As data processor: When we access and process your advertising account data under your instructions, we act as a data processor. We will only process personal data in accordance with your documented instructions and applicable law.

- As data controller: We act as a data controller for our own business data, including client contact information and our business records.

8.4 Security Measures

We implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage, including:

- Encryption of data in transit and at rest

- Role-based access controls

- Secure credential storage

- Regular security reviews

- Staff training on data protection obligations

8.5 Data Breach Notification

In the event of a personal data breach affecting your data, we will notify you without undue delay, providing sufficient detail for you to meet your own notification obligations under applicable law. Where we are required to notify the Information Commissioner's Office under UK GDPR Article 33, we will do so within 72 hours of becoming aware of the breach.

8.6 Sub-processors

We may engage sub-processors to assist in delivering our services. We will maintain a list of sub-processors and notify you of any intended additions or replacements. All sub-processors are bound by data processing agreements requiring equivalent data protection standards.

8.7 Data Deletion

Upon termination of our services, we will delete or return all personal data processed on your behalf within one month, unless retention is required by law. We will provide written confirmation of deletion upon request.

9. PLATFORM DISCLAIMER

9.1 Third-Party Platforms

Our services rely on third-party advertising Platforms (Meta, Google, TikTok, and others) that are operated independently and are outside our control. You acknowledge and agree that:

- Platform features, APIs, policies, algorithms, and terms may change at any time without notice

- Platform availability, performance, and functionality are not guaranteed by us

- Campaign performance is influenced by factors beyond our control, including competition, audience behaviour, Platform algorithm changes, and market conditions

- Advertising account suspensions, policy violations, or restrictions imposed by Platforms are the responsibility of the account holder (you), though we will take reasonable steps to ensure compliance

9.2 No Performance Guarantees

While we will apply our professional expertise and best efforts to optimise your advertising campaigns, we do not guarantee specific results, including but not limited to:

- Return on ad spend (ROAS)

- Cost per acquisition (CPA)

- Conversion rates or volumes

- Impression share or reach

- Revenue or profit outcomes

Past performance of campaigns is not indicative of future results. Advertising outcomes depend on numerous factors outside our control.

9.3 Platform Costs

You are solely responsible for all costs charged by advertising Platforms, including ad spend, Platform fees, and any charges resulting from your account configuration. We are not liable for unexpected charges incurred on your Platform accounts.

10. LIMITATION OF LIABILITY

10.1 Exclusions

Nothing in these Terms shall exclude or limit our liability for:

- Death or personal injury caused by our negligence

- Fraud or fraudulent misrepresentation

- Any other liability that cannot be excluded or limited by applicable law

10.2 Indirect Losses

Subject to Section 10.1, we shall not be liable for any indirect, consequential, special, or incidental losses, including but not limited to:

- Loss of profits, revenue, or anticipated savings

- Loss of business or contracts

- Loss of goodwill or reputation

- Loss of data (except as required under our data protection obligations)

10.3 Cap on Liability

Subject to Section 10.1, our total aggregate liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to us in the 12-month period immediately preceding the event giving rise to the claim.

10.4 Your Liability

You shall indemnify and hold us harmless against any claims, losses, damages, or expenses (including reasonable legal fees) arising from:

- Your breach of these Terms

- Materials, content, or instructions you provide that infringe third-party rights or violate applicable law

- Your breach of any advertising Platform's terms or policies

- Any claim by a third party relating to your advertising content or campaigns

11. TERM AND TERMINATION

11.1 Commencement

These Terms take effect from the date you first engage our services or accept these Terms, whichever is earlier.

11.2 Duration

The duration of each engagement will be set out in the applicable SOW. Where no term is specified, the engagement continues on a rolling monthly basis.

11.3 Termination for Convenience

Either party may terminate an engagement by providing 30 days' written notice to the other party, unless a different notice period is specified in the SOW.

11.4 Termination for Cause

Either party may terminate immediately by written notice if the other party:

- Commits a material breach of these Terms and fails to remedy it within 14 days of receiving written notice of the breach

- Becomes insolvent, enters administration, liquidation, or makes any arrangement with creditors

- Ceases or threatens to cease carrying on business

11.5 Effects of Termination

Upon termination:

- You shall pay all fees due for services delivered up to the termination date

- We will remove our access to your advertising Platform accounts within 14 days

- We will delete or return your data in accordance with Section 8.7

- Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 10 (Limitation of Liability), and 12 (Governing Law) shall survive termination

12. GENERAL PROVISIONS

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from or in connection with these Terms.

12.2 Entire Agreement

These Terms, together with any applicable SOW, privacy policy, and data processing agreement, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

12.3 Amendments

We may update these Terms from time to time. Where changes are material, we will provide you with reasonable notice. Continued use of our services after changes take effect constitutes acceptance of the updated Terms.

12.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

12.6 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of our assets.

12.7 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, power outages, or Platform outages.

12.8 Notices

All notices under these Terms shall be in writing and sent to the email address associated with the engagement. Notices are deemed received on the business day following transmission.

13. CONTACT

If you have any questions about these Terms, please contact us:

7 Pockets Ltd

167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF

Email: data@the7pockets.com

Website: the7pockets.com