SideDish Media Ltd is a company registered in England and Wales with company number 10561053. Registered office: c/o D & K Accountancy Services Limited, Solar House, 915 High Road, London, N12 8QJ, United Kingdom. Email: hello@sidedishmedia.co.uk.

1. About these terms

1.1 These terms apply to all services provided by SideDish Media Ltd (SDM, we, us or our) to its clients (the Client or you).

1.2 Our services are provided to businesses only. By entering into the Agreement, the Client confirms that it is acting for the purposes of its trade, business or profession.

1.3 The Client accepts these terms when it signs or otherwise accepts a Proposal, pays its first invoice or instructs SDM to begin work, whichever happens first.

1.4 If there is a conflict between the documents that make up the Agreement, the Proposal takes priority, followed by these terms and then the Data Processing Terms. On data protection matters, the Data Processing Terms take priority.

2. Definitions

2.1 In these terms, the following words have these meanings:

Agreement means these terms, the Proposal and the Data Processing Terms.

Data Processing Terms means SDM's data processing terms published at sidedishmedia.co.uk/data-processing-terms, as updated from time to time.

Deliverables means the materials SDM creates for the Client as part of the Services, such as ad copy, creative, content, photography, video and website designs.

Media Spend means the amounts paid to Platforms for the Client's advertising.

Platforms means third-party advertising and technology platforms, including Google, Meta (Facebook and Instagram) and TikTok.

Proposal means the proposal, quote, order form or email in which SDM sets out the Services and fees agreed with the Client.

Services means the services set out in the Proposal.

3. Contract

3.1 All our partnerships are on a monthly rolling contract. The Agreement starts when the Client accepts these terms and continues until it is terminated under clause 16. We want you to stay with us because you want to, not because you are tied into a fixed-term contract.

3.2 We ask that you allow at least three to four months before judging the results. Rome was not built in a day.

4. Our services

4.1 SDM will provide the Services with reasonable skill and care. Any terms specific to a particular service, such as website hosting or influencer campaigns, will be set out in the Proposal.

4.2 Please allow seven working days for campaigns to be set up. In this time, we will create your ad accounts (if needed), set up tracking on your website, create ad copy and send it to you for approval, and build the campaign. Set-up time begins once we have received everything we need from you.

4.3 SDM may use trusted subcontractors and freelancers to deliver the Services. SDM remains responsible for their work.

5. Client responsibilities

5.1 The Client will:

(a) provide accurate information, access and materials promptly when SDM requests them;

(b) review and approve copy, creative and campaigns within a reasonable time;

(c) ensure that all offers, prices, menus, opening times and claims it provides or approves are accurate and comply with the law and advertising codes, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) and the rules on alcohol, allergen and health claims;

(d) ensure it has all the rights and permissions needed for any logos, images, videos, menus and other materials it supplies to SDM; and

(e) be responsible for cookie consent and privacy notices on its own website, including for any tracking SDM installs.

5.2 SDM is not responsible for any delay or failure caused by the Client not meeting its responsibilities under clause 5.1.

5.3 The Client will indemnify SDM against all claims, losses and reasonable costs arising from materials or information the Client supplies or approves, or from the Client's breach of clause 5.1.

6. No guarantee of results

6.1 Digital marketing performance depends on many factors outside SDM's control, including Platform algorithms, competition, seasonality, budgets and the Client's own offer and service. SDM does not guarantee any particular results, including rankings, impressions, clicks, bookings, covers, revenue or return on ad spend.

6.2 Any forecasts, estimates or case study results SDM shares are for illustration only and are not a promise or warranty of future performance.

7. Fees and payment

7.1 Fees are set out in the Proposal. All fees are exclusive of VAT, which will be charged at the prevailing rate.

7.2 Payment is taken monthly in advance. The Client's card details are held securely by our third-party payment processor, and the management fee is collected at the start of each month.

7.3 SDM reserves the right to pause work while any invoice is overdue.

7.4 Unless otherwise agreed with SDM in writing, SDM may charge interest on overdue sums at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate, from the due date until payment is received. SDM may also claim the fixed-sum compensation and the reasonable costs of recovery permitted by that Act.

7.5 Invoices overdue by more than 30 days may be passed to a debt collection agency.

8. Payment methods and authority

8.1 By providing SDM with a payment card or other payment method, the Client authorises SDM to do the following. This applies whether the payment method is given at onboarding, through our payment system, or for use on any advertising account managed by SDM.

(a) Store the payment method securely with SDM's third-party payment processor. SDM does not store full card details itself.

(b) Add the payment method to any advertising account SDM manages or owns for the Client, including Google Ads, Meta and TikTok, so that the Platform can charge the Client's Media Spend directly.

(c) Charge the payment method for all sums due to SDM under the Agreement. This includes management fees, additional campaign fees, commission, late payment interest, recovery costs, and any Media Spend SDM has paid on the Client's behalf.

(d) Charge any other payment method the Client has provided to SDM if a payment fails.

8.2 SDM will issue an invoice or receipt for every charge. Before charging any amount other than the regular monthly management fee, SDM will give the Client at least three working days' notice by email.

8.3 The Client must keep at least one valid payment method with SDM at all times, and must tell SDM of any change within five working days.

8.4 Where the cardholder is not the Client, the Client confirms that it has the cardholder's authority to give these permissions.

8.5 The Client agrees to raise any query about a charge with SDM before contacting its card issuer.

8.6 This authority continues until all sums owed to SDM are paid in full, including after termination. Withdrawing it does not affect sums already due.

9. Media Spend and commission

9.1 Unless the Proposal says otherwise, the Client pays all Media Spend directly to the Platforms. Media Spend is separate from, and in addition to, SDM's fees.

9.2 E-commerce stores: we will agree a commission based on a percentage of your online sales generated by our ads. This is typically 10%. The agreed rate, and how sales are attributed and measured, will be set out in the Proposal.

9.3 Non-e-commerce businesses: an additional fee will be charged for any extra campaigns we manage for you. We will confirm this fee with you before the campaign goes live.

10. Ad accounts and Platforms

10.1 SDM owns and controls all Google Ads accounts, and some Meta and TikTok accounts, that it manages for the Client. We will create all Google Ads accounts on your behalf. On termination, SDM will take back control of the ad account.

10.2 On request, SDM will provide the Client with information about the cost and performance of its campaigns.

10.3 As Google Partners, we may be able to help you access a promotional advertising credit from Google for a new Google Ads account. Any such offer is made by Google, not SDM. Its availability, value and conditions are set by Google, are subject to Google's eligibility criteria and terms and conditions, may change or be withdrawn at any time, and are not guaranteed by SDM.

10.4 The Client's advertising on each Platform is subject to that Platform's own terms and policies. SDM is not responsible for Platform decisions or failures, including account suspensions, ad disapprovals, algorithm or policy changes, outages, billing errors or invalid clicks.

11. Tracking

11.1 SDM owns and controls the tracking it sets up, including Google Tag Manager (GTM) containers and WhatConverts.

11.2 On termination, SDM will give the Client at least five working days' notice and then remove or pause only the tags and tracking that SDM set up for its own Services. SDM will not knowingly remove or disable the Client's own tags, such as its cookie consent tool or any analytics the Client uses independently.

11.3 On request, and provided all invoices have been paid in full, SDM may at its discretion transfer ownership of the GTM container to the Client.

12. Intellectual property

12.1 Once the Client has paid all invoices due, ownership of the intellectual property in the final Deliverables created specifically for the Client passes to the Client. Until then, SDM grants the Client a licence to use the Deliverables for the purposes of the Services.

12.2 SDM keeps ownership of its own know-how, methods, templates, tools, account structures and any materials it created before or independently of the Agreement. Where any of these form part of a Deliverable, SDM grants the Client a non-exclusive, perpetual licence to use them as part of that Deliverable.

12.3 Third-party materials, such as stock images, fonts and music, remain subject to their own licence terms.

12.4 The Client grants SDM a licence to use the Client's name, logos and materials for the purpose of providing the Services.

12.5 SDM may name the Client and showcase the Deliverables and results in its portfolio, case studies and marketing, unless the Client objects in writing.

13. Data protection

13.1 Each party will comply with data protection law, including the UK GDPR and the Data Protection Act 2018.

13.2 Where SDM processes personal data on the Client's behalf, the Data Processing Terms apply and form part of the Agreement.

13.3 SDM's Privacy Policy explains how SDM handles personal data for its own purposes.

14. Confidentiality

14.1 Each party will keep the other party's confidential information confidential and use it only for the purposes of the Agreement. This does not apply to information that is public (other than through a breach of this clause), that the receiving party already lawfully held, or that must be disclosed by law.

14.2 This clause continues to apply for two years after the Agreement ends.

15. Limitation of liability

15.1 Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

15.2 Subject to clause 15.1, SDM's total liability arising under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by the Client to SDM in the 12 months before the event giving rise to the claim.

15.3 Subject to clause 15.1, SDM will not be liable for any:

(a) indirect or consequential loss;

(b) loss of profit, revenue, bookings or business opportunity;

(c) loss of data or business interruption; or

(d) Media Spend, except to the extent that it is wasted as a direct result of SDM's negligence, in which case clause 15.2 applies.

16. Termination

16.1 Either party may terminate the Agreement by giving at least 30 days' written notice by email.

16.2 Fees remain payable for the notice period. Because fees are paid monthly in advance, fees paid for any month in which the Agreement ends are not refundable.

16.3 Either party may terminate the Agreement with immediate effect by written notice if the other party:

(a) commits a material breach that is not remedied within 14 days of receiving written notice of it, or that cannot be remedied; or

(b) becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors or stops trading.

16.4 SDM may also terminate the Agreement with immediate effect by written notice if the Client fails to pay any sum by its due date, or has not provided information SDM has requested to enable it to carry out the Services.

16.5 On termination:

(a) all outstanding sums become immediately payable;

(b) SDM will take back control of the ad accounts and deal with tracking as set out in clauses 10 and 11;

(c) on request, and provided all invoices have been paid in full, SDM will provide the Client with an export of its campaign performance data; and

(d) clauses 7, 8, 11, 12, 14, 15, 17, 20 and 21, and any other clause intended to continue, will continue to apply.

17. Non-solicitation

17.1 During the Agreement and for 12 months after it ends, the Client will not, without SDM's written consent, directly or indirectly employ or engage any SDM employee or contractor who was involved in providing the Services.

18. Events outside our control

18.1 Neither party will be liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, such as Platform outages, internet or power failures, industrial action, pandemics or severe weather. This clause does not apply to the Client's obligation to pay.

19. Changes to these terms

19.1 SDM may update these terms by giving the Client at least 30 days' notice by email.

19.2 If the Client does not accept the change, it may terminate the Agreement with effect from the date the change takes effect by telling SDM before that date. The existing terms will continue to apply until then.

19.3 If the Client continues to use the Services after the change takes effect, it accepts the updated terms.

20. General

20.1 Entire agreement: the Agreement is the entire agreement between the parties and replaces any earlier discussions or arrangements. Each party confirms that it has not relied on any statement that is not set out in the Agreement. Nothing in this clause limits liability for fraud.

20.2 Severance: if any provision of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will continue in force.

20.3 Waiver: a failure or delay in enforcing any right is not a waiver of that right.

20.4 Third-party rights: no one other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

20.5 Assignment: the Client may not assign or transfer the Agreement without SDM's written consent. SDM may assign it to a successor to its business by giving the Client notice.

20.6 Notices: notices under the Agreement must be sent by email. Notices to SDM must be sent to hello@sidedishmedia.co.uk. Notices to the Client will be sent to the email address SDM holds for its main contact. An email notice is treated as received on the next working day after it is sent.

21. Governing law and jurisdiction

21.1 The Agreement, and any dispute arising from it, is governed by the law of England and Wales.

21.2 The courts of England and Wales have exclusive jurisdiction over any dispute arising under or in connection with the Agreement.