Smooth Group Terms and Conditions of Business

Smooth Group Limited (“Smooth Group Limited’’” or “Us” or “We”) provide a range of specialist digital marketing products and services (the “Services”) for businesses.

These Terms and Conditions (“Terms”) apply to the Services We provide to our Clients (“Client” or “You”) and together form part of the terms set out in your Service Order Form (“Order Form”) and or any additional terms agreed separately with You in writing (“the Agreement”).

These Terms become effective and legally binding once You sign the Order Form or make payment for the Services agreed as set out in the Order Form.

1        THE SERVICES
1.1        The Services include, but are not limited to, the following:
a.    Traffic Generation Services (including set-up, optimisation and management of pay per click campaigns);

b.    Live Chat Services;

c.     Landing Page Services;

d.    Training and Consultancy; and

e.     Tracking Services.

The additional terms that govern each of these Services are set out separately below and apply when shown on your Order Form.

1.2        Smooth Group Limited will provide the Services in accordance with all the Terms set out in the Agreement.
1.3        We will perform the Services with reasonable care and skill.
1.4        Where we choose to sub-contract any of the Services to third parties, We shall remain responsible for managing such Services.
2        CLIENT OBLIGATIONS  
2.1        You agree to pay Smooth Group Limited all Fees (as defined below) and additional charges in accordance with the Agreement and as set out in Clause 3 of these Terms.
2.2        You agree to promptly provide Smooth Group Limited with all the information required to enable Us to perform the Services.
2.3        You will ensure that Smooth Group Limited has access to all electronic systems and materials to perform the Services.
2.4        You will not directly or indirectly approach, employ (other than by way of a genuine response to a recruitment advertisement) or solicit, or enter into agreement for the provision of services with any person who has during the previous 12 months, been an employee or suppliers of services to Smooth Group Limited and involved in providing Services outlined in the Agreement.
2.5        You acknowledge that your Agreement is solely with Smooth Group Limited and You will not intervene or directly engage with any third party (including sub-contractors) that We have engaged to perform the Services to You.
3        FEES AND PAYMENT
3.1        The Fees generally comprise Set-up Fee, Media Budget, Tracking Fee, Management & Optimisation Fee and Live Chat Fee (the “Fees”).
3.1.1       The Set-up Fee is for the set-up of the Services.
3.1.2        The Media Budget is the actual fee payable to the online advertising platform and may include a fee to Us to provide this particular Service.
3.1.3       The Management & Optimisation Fee is for the provision of the Services generally.

3.1.4       The Live Chat Fees can be any combination of the following:
(i)              for standard Live Chat Services, the cost per lead budget (the “CPL Budget”) for each campaign cycle;
(ii)             for flat-rate Live Chat Services, a fixed monthly fee; and
(iii)            for Live Chat bundle, any combination of (i) and (ii) above and any other fee arrangement entered into by the parties separately.
3.2        We provide Live Chat Services based on the Live Chat Fees in the following ways:
3.2.1       If You purchase the standard Live Chat Services via a CPL Budget, We will provide the Live Chat Services until the CPL Budget is fully utilised. After the CPL Budget is utilised, the next campaign cycle will begin immediately. Campaign cycle length will vary based on a number of factors, including the amount and type of traffic to your website. Under no circumstances, will Smooth Group Limited be required to refund any portion of the CPL Budget; Once You have exerted 50% of your CPL Budget, Smooth Group Limited will requests the funds for the subsequent cycle.
3.2.2       If you purchase Live Chat Services on a flat-rate basis, we will provide Live Chat Services to visitors to your website and no CPL Budget will apply.  A visitor that visits several pages of your website during the same session is counted as one visitor.  If the maximum number of website visitors as identified on your Order Form is reached in a campaign cycle, we will no longer provide Live Chat Services to new visitors until the start of the following campaign cycle. Flat-rate Live Chat Services campaign cycles are 30 days long. Under no circumstances, will Smooth Group Limited be required to refund any portion of the monthly Fee; and
3.2.3       For the avoidance of doubt, any of the above Live Chat Fees shall be payable in addition to the relevant associated Set-Up Fees as set out in the Order Form.
3.3        All Fees payable for the Services are set out in the Order Form or in any additional agreement made with You in writing.
3.4        Smooth Group Limited reserves the right to change any of the Fees at any time, provided such changes will not take effect until confirmed by Smooth Group Limited in writing.
3.5        Additional fees and charges may be applied by Smooth Group Limited, including for agreed out-of-pocket expenses, surcharges for payment methods, taxes and duties. Any additional fees and charges will be set out in writing.
3.6        You will be responsible for payment in full of all Fees, subject to Termination as set out in Clause 4 of these Terms.
3.7        Payment will be by Direct Debit or Credit Card payment, payable in advance of the provision of the Services, except as set out in Clause 3.9 of these Terms.
3.8        Payment will be by instalments in advance of each campaign cycle as set out in the Order Form.
3.9        Smooth Group Limited may in its sole discretion agree to a written request from You to make payment by BACS or another type of bank to bank transfer, in such instances payment will not be by instalments in advance of each campaign cycle. Smooth Group Limited shall determine and inform you in writing of the amount of instalment payment required in advance and when each instalment payment is payable.
3.10     Direct Debit payments shall only be considered paid once it has been received by Smooth Group Limited’s ’s bank and We reserve the right to immediately pause providing the Services until payment is received.
3.11     Smooth Group Limited may charge additional administration costs and interest (both before and after judgement) on any amount that is due and is unpaid by You or paid late. The rate of interest applicable will be based on any debt deemed to be a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
4         TERMINATION
4.1        The Agreement shall continue on a rolling basis, unless agreed otherwise in writing, and shall continue until terminated in accordance with these Terms.
4.2        If You choose to terminate the Agreement during your initial campaign cycle period (as agreed on the Order Form), You are required to give written notice to terminate the Services as follows:
4.2.1       For Traffic Generation Services, Tracking Services, all Live Chat Services except standard Live Chat Services and Landing Page Services no less than 14 days’ written notice prior to the expiry of the initial number of campaign cycles   as agreed in the Order Form;
4.2.2        For standard Live Chat Services , no later than the date on which You have no less than 50% of billable leads remaining in the final cycle of the initial number of cycles as agreed in the Order Form; and
4.2.3       For Training and Consultancy Services, as agreed separately in writing.
4.3        There is a 2 cycle minimum notice period if termination is sought by You after the initial campaign cycle period (as agreed on the Order Form).
4.4        Smooth Group Limited   has the right to terminate the Agreement for any reason upon giving 14 days’ prior written notice to the Client.
4.5        You may make a written request to Smooth Group Limited to terminate the Agreement immediately or other than as set out in Clauses 4.2 and 4.3 above. We will exercise our discretion to grant or refuse this request and inform You in writing.
4.6        Where We agree to immediate or early termination, You may still be required to pay  all of the Fees or a reasonable proportion of the Fees (with the exception of the Media Budget) for early termination. You will be notified of the Fees payable in writing.
4.7        Smooth Group Limited reserves the right to cause payment to be made through Direct Debit for any outstanding Fees and charges payable under the Agreement.
4.8        In circumstances where Fees have been paid in advance, and upon immediate or early termination of the Agreement, outstanding Fees and charges owed to Smooth Group Limited have been deducted and there remains an outstanding balance, so that a refund is payable to You, Smooth Group Limited shall make this payment within 15 business days of receiving in writing the bank account details in which You would like payment to be paid into.
4.9        You agree that you shall only be entitled to a refund of any amounts already paid to Smooth Group Limited upon proper termination of the Agreement in accordance with Clause 4, and the refund shall only be for any unspent balance of the applicable campaign cycle. You shall not be entitled to any refunds where Services have been rendered or where payments have already been made to third parties.
5         CHANGES TO CAMPAIGN AND CAMPAIGN PAUSES
5.1        Any changes to the campaign brief and any changes to a specified budget for the campaign as set out in the Order Form, must be confirmed by Smooth Group Limited in writing, which will specify the date on which the change will commence.
5.2        You acknowledge and accept that any changes that you request to the campaign brief or budget may lead to an increase in the Management & Optimisation Fee.
5.3        Where a change to the budget has been agreed, this will take effect as a new campaign cycle and subject to the Terms set out in the Agreement (including with respect to Clause 4 (Termination)).
5.4        Smooth Group Limited may pause a campaign at any time for operational reasons and will provide you with reasonable written notice should this occur.
5.5        You may make a written request to pause a campaign, however, the decision to pause the campaign will be at Smooth Digital’s sole discretion. If We agree to pause the campaign, You may be required to pay a Management & Optimisation Fee for each week the campaign is paused. If the campaign is paused for more than 30 days you will have to pay an additional Set-up Fee to restart the campaign.
6        INTELLECTUAL PROPERTY
6.1        All copyright, know-how, designs, and other registered or unregistered forms of intellectual property (“IP”) belonging to Smooth Group Limited and all IP created by Us or any third Parties We engage for the purpose of providing the Services to You remains the property of Smooth Digital. All Google Adwords and Bing campaigns created and loaded onto the Smooth Digital MCC are the intellectual property of, and owned by, Smooth Digital Limtied. You are not permitted to remove, copy or tamper with such campaigns. We grant a non-exclusive non-transferable worldwide licence to You for the purposes of carrying out the Services and for your legitimate business purposes conditional upon payment in full of all Fees and compliance with the Agreement.
6.2        We acknowledge that you own all IP relating to your current Website and all IP created by You to Us for the provision of the Services. You grant a non-exclusive non-transferrable worldwide licence to Smooth Group Limited to use the IP and any trademarks for the purpose of providing the Services.
6.3        You agree that Smooth Group Limited may in its marketing activities include your name and your trademarks in referring to the performance of Services carried out for you unless expressly requested otherwise in writing.
7         CONFIDENTIALITY
7.1        You agree not to disclose Smooth Group Limited’s Confidential Information to any third party, without the prior written consent of Smooth Group Limited.
7.2        Smooth Group Limited and the Client shall not use Confidential Information for any purpose other than for the purposes of performing the Services.
7.3        Confidential Information means information about Smooth Group Limited’s suppliers, business, products, technologies, strategies, financial information, operation or activities, legal whispers and data that is not already in the public domain and the Clients customer personal data.
7.4        The obligations under this clause continue in full force and effect after the Agreement ends.
8        DATA PRIVACY
8.1        You shall, at all times, post a privacy policy on your website and comply with all applicable laws in respect of all personal data provided to Smooth Group Limited in connection with the Services under the Agreement.
9        WARRANTIES, LIABILITY AND INDEMNITY
9.1        You warrant that your Website and use of the Services We provide to You, shall be for legitimate business purposes, in compliance with all applicable laws and regulations, and that You have obtained all necessary approvals, consents and permissions from any relevant authority or third party.
9.2        To the extent permitted by law, by accepting the Services, You acknowledge and represent that You are not a consumer and no refund is payable except as specified in the Agreement.
9.3        Smooth Group Limited provides all Services performed in the Agreement without any warranty or any kind and without any guarantee or continuous or uninterrupted availability.
9.4        We do not guarantee any specific result from the Services we provide.
9.5        To the extent permitted by law, We will not be liable for any:
9.5.1       Errors, mistakes or inaccuracies of content or information;
9.5.2       Claims relating to infringement of any third party’s intellectual property or any other legal claim;
9.5.3       Personal injury or property damage resulting from your access to our use of any of the Services;
9.5.4       Unauthorised access to or use of Smooth Digital’s servers or of any personal or financial information;
9.5.5       Interruption of transmission to or from the Services;
9.5.6       Bugs, viruses, trojan horses to or the like which may be transmitted on or through the Services by any third party;
9.5.7       Loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available on or through the Services; or
9.5.8       Matters beyond Smooth Digital’s control.
9.6        To the extent permitted by law, Smooth Digital’s liability for breach of the Agreement or otherwise in connection with access to the Website, the Services or any of your IP and any implied warranty or condition that cannot be excluded, is restricted at the discretion of Smooth Group Limited to either (a) re-supply the relevant Services, or (b) pay the equivalent costs associated with re-supply of such Services or refund the applicable Fees. For the avoidance of doubt, the total liability of Smooth Group Limited under the Agreement shall be limited to a sum representing the total amount paid by You to Us during the length of the Agreement.
9.7        In no circumstances will either Party be liable for any consequential or indirect damages, loss of profits, or any other similar or analogous loss resulting from the Services whether based on warranty, contract, tort, negligence, in equity or any other legal basis.
9.8        You shall indemnify Smooth Group Limited for, and hold it harmless against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of Smooth Group Limited on a solicitor), awards, or damages howsoever arising, directly or indirectly, as a result of any breach or non-performance by You of any of your warranties or obligations under the Agreement.
10      GENERAL
10.1     Force Majeure. Neither Party shall be liable for any failure or delay if such failure or delay results from any cause that is beyond the reasonable control of that Party including power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
10.2     Notices. Unless agreed otherwise by Smooth Digital, any written notices to Smooth Group Limited required under the Agreement shall be provided by email. The email address is team@smooth-digital.co.uk.
10.3     Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in the Agreement.
10.4     Third party rights. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.
10.5     Relationship. The relationship of the parties to the Agreement does not form a joint venture, partnership, employment, trust or agency.
10.6     Assignment. Smooth Group Limited shall be entitled to assign, transfer or sub-contract its rights and obligations under the Agreement to any person, You will be given notice of such assignment, transfer or sub-contracting in writing. You shall not be entitled to assign, transfer or sub-licence to any third party any of your rights or obligations under the Agreement.
10.7     Entire Agreement. The Agreement (which includes the Order Form, all additional agreements in writing and these Terms) sets forth the entire agreement of the parties. If these Terms are inconsistent with any written agreement between the parties, these Terms prevails, except where expressly provided to the contrary. In the case of any inconsistencies or ambiguity between these Terms and the Order Form, the terms of the Order Form shall prevail.
10.8     Severability. Any clause of the Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of the Agreement.
10.9     Governing Law. The Agreement is governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts in England.