About us 1.1 Company details. We Are Alias Limited (company number 06442845) (we and us), trading as The Social Advert Agency, is a company registered in England and Wales and our registered office is at 3 Imperial Square, Cheltenham, Gloucestershire, GL50 1QB. Our VAT number is 918 2712 22.
1.2 Contacting us. To contact us, give us a call on 01242 806743 or send us an email at firstname.lastname@example.org. You can also use the chat function on our website to get in contact with us.
Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to our Services. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.1 We offer a service to place adverts on various social media platforms (Platform).
3.2 Currently we offer the ability to place adverts, and run advertising campaigns, on the following Platforms: (a) Facebook (b) LinkedIn (c) Instagram
3.3 In addition to the above we also can offer bespoke campaigns on the Platforms outlined above, as well as other platforms. Please contact us to discuss what we can do. Any bespoke Services shall be subject to these Terms.
3.4 We will work with you so that any adverts that are placed on your chosen Platform are targeted an audience so that you can gain as much benefit as possible from the advert(s) being placed.
3.5 The services described in clauses 3.1 to 3.3 shall be classed as the “Services” in these Terms.
Placing an order and its acceptance
4.1 Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the Services for a specific Platform subject to these Terms.
4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order, as well as any information you provide to us as part of the order, is complete and accurate. We are not responsible for checking your order, or the information you provide to us, and will not be liable to you if we publish your advert with incorrect information and content that has been provided by you.
4.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described directly below.
4.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
4.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount, less an administrative fee of £20 (plus VAT) to cover our costs. We reserve the right to refuse to accept any order for any reason.
Our services and obligations
5.1 Descriptions and illustrations. Any descriptions or illustrations on our site are there for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.3 Profile Setup. Subject to you giving us access to your accounts, as required under clause 6.1, we will work with you to ensure that the profile for the account in question is correctly setup to enable us to provide our Services. This can include:
(a) Adding a suitable profile picture for the account; (b) Adding such information to the profile as we determine is necessary to complete the profile; and (c) Making any applications to the platform administrator to enable your profile to publish adverts.
5.4 Whilst we will use all reasonable efforts to complete the work outlined in clause 5.3 in a way that maximises the benefit you will receive from the Service:
(a) We make no guarantees that any application will be accepted in a particular timescale, or at all. If any application is rejected we will not refund any monies paid; and (b) The content of the profile remains your responsibility and you must ensure that the information we have inputted is accurate and correct.
5.5 Target audience. Once your profile is ready for us to run an advert on we will discuss with you the target audience for the advert(s) that you want to run. Once this is agreed between us, any changes to this target audience by you will incur a charge. We reserve the right to suspend the publishing of any advert(s) to the platform until these charges have been paid. We reserve the right to alter the target audience where we, in our professional opinion, believe that the change will increase the success of the advert(s) being run. Any such changes will not be charged for.
5.6 Running of adverts. We will use our professional judgement, based on the package of Services that you have purchased, to determine the length of any advertising campaign. We guarantee that 100% of any money you have provided to us for advert spend will be spent on adverts.
5.7 Advert and campaign approval. Once we have prepared your advert(s) we will send them to you for approval. We ask that you provide this approval as soon as possible to allow us to run the advert and minimise any potential delays in running the advert(s), or campaign. If we have not received approval within 30 days of us asking for it, we will be entitled to determine that you no longer require the Services and will deem them completed, with no monies being refunded.
5.8 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract. The date on which any advert is published is entirely dependent upon the completion of the review process by the platform on which it is being run, which is completely outside of our control.
5.9 Reach and return on investment. Whilst we will provide an estimate of the reach of any advert that is run on a Platform, this is an estimate only and are provided to us by the chosen Platform and, as such, we cannot guarantee that any advert will achieve the reach estimated. A failure of an advert, or an advertising campaign, to achieve a reach that you desire, or that we have projected, is not a breach of contract and does not give rise to any liability for us. We do not make any promises that any advert, or advertising campaign, will achieve a return on investment. We will not refund any monies in these situations.
6.1 Access. To successfully provide you with the Services you must provide us with access, including in certain circumstances administrative access, to the relevant social media page on the platform on which we will be providing the Services. Without this access we cannot provide our Services and cannot be liable to you for any costs or losses this may cause. We will return access once we have completed the Services, or upon request.
6.2 Platform Rules. It is your responsibility to acquaint yourself with the rules relating to the running of adverts on the social media platform you have asked us to provide the Services on. This includes, but is not limited to, what content is allowed and what content is prohibited. We will not be responsible, or liable to you, if any of the platforms we are providing the Services in respect of, rejects any content due to it not complying with that platform’s requirements, rules, and guidelines. In this situation you will not be entitled to a refund.
6.3 Content. Where you provide us with content, which can include any videos or imagery you provide to us, it is your responsibility to ensure that the content provided:
(a) Does not infringe the rights, whether such rights are intellectual property rights or any other kind of rights, of any third-party; (b) Is accurate and not misleading; and (c) Complies with all relevant and applicable: (i) Laws and legislation; (ii) Acceptable use policies; (iii) Acceptable content policies; and (iv) Policies published by the Platform(s) relating to advert(s) and content.
6.4 Indemnity. You shall indemnify us, and hold us harmless, against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach of your obligation in clause 6.3.
6.5 Additional obligations. It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate; (b) you cooperate with us in all matters relating to the Services; (c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (d) you comply with all applicable laws;
6.6 Failure to provide information. If we request information from you and you do not provide the information requested within 30 days of the request, and the information we have requested is vital to enabling us to perform the Services, we will be entitled to determine that you no longer require the Services and will deem them completed, with no monies being refunded.
6.7 Subject to clause 6.6, if our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15; (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
What we’re not responsible for
7.1 Organic Content. We are in no way responsible for any organic content that is posted on your social media pages. Organic content is any content that is produced by persons visiting your pages which can include comments and posts. This can include negative posts or comments regarding you, your services, or even the campaign that is being run. It is your responsibility to handle this organic content.
7.2 Data from the Platforms. The Platforms may provide you, or us, with data relating to any advert, or advertising campaign, that has been run. Such data can include estimates as to the reach of the advert, or advertising campaign, and the amount of impressions, and clicks, on the advert(s). This information is not prepared by us and we do not make any guarantees as to its accuracy or relevance.
8.1 Rejection of content. We reserve the right, at our sole discretion, to refuse to provide the Services where any content, or information, you provide to us is, in our opinion, offensive, or likely to cause offence.
8.2 Examples of offensive content. The content we may refuse to provide Services in respect of can include, but is not limited to:
(a) Advertising for websites, companies or industries that are illegal, discriminatory, or morally offensive; (b) Content that is disturbing, such as content that depicts violence, whether against humans or animals; (c) Content that attacks companies, people, organisations or groups of people; (d) Any content that is discriminatory, or could reasonably be considered as discriminatory.
8.3 Consequences of rejection. If we refuse to provide our Services as outlined in clauses 8.1 and 8.2 above we will refund to you any advertising spend that you have paid to us but we have not used. All other monies will be retained by us to cover our costs incurred. We will provide an explanation as to why we are refusing to provide the Services and reserve the right, entirely at our discretion, to refuse to provide any further Services to you.
9.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 9. The minimum level of advertising spend per order is £250, with a £250 setup fee per Platform payable the first time an advert is placed, or campaign run, on that Platform to cover setup costs.
9.2 The Charges are the prices quoted on our site at the time you submit your order.
9.3 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
9.4 When making a payment to us you will do so via a third-party payment provider that we have a contract with. It is your responsibility to satisfy yourself as to any terms and conditions that the payment provider may impose when using that service.
How to pay
10.1 Payment for the Services is in advance.
10.2 You can pay for the Services using a debit card or credit card, or via Apple Pay or Google Pay. We accept the following cards: Visa Mastercard Maestro American Express
10.3 Once payment has been made we will provide you with an electronic invoice for the Services.
Intellectual property rights
11.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
11.2 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
12.1 We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
12.4 We reserve the right to use the results of the provision of our Services for our own marketing and PR campaigns. This can include using your company name, logo and general information about the Services provided and the outcome of the Services. If you do not wish for us to do this then please let us know.
How we may use your personal information
13.1 We will use any personal information you provide to us to:
(a) provide the Services; (b) process your payment for the Services; and (c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
13.3 If any of the information or content you provide to us contains personal information then you will be the controller of that information and we will be your processor. We will process that data only so far as we need to to provide the Services.
13.4 Where we are processing personal data on your behalf you warrant to us that you have the right to provide us with that personal data and will indemnify us against all costs and expenses we may incur if this warranty turns out to be untrue or inaccurate.
Limitation of liability
14.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.2 Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.
14.3 Subject to clause 14.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid to us under the Contract.
14.4 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.5 This clause 14 will survive termination of the Contract.
15.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so; (b) you fail to pay any amount due under the Contract on the due date for payment; (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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; (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.2 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
Events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
17.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity. (b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.