Terms & Conditions
Effective Date: August 2024
Company: Verdure Media Ltd
Registered in England & Wales (Company No. 15870127)
1. Services
Verdure Media Ltd (“Agency”) provides paid media strategy, campaign management and related advisory services across third-party platforms including but not limited to Meta, Google, TikTok and LinkedIn.
Specific services are defined in individual Statements of Work (SOW) or written agreements.
2. Client Responsibilities
The Client agrees to:
Provide accurate access to advertising accounts, analytics and tracking systems
Ensure all products, services and claims comply with relevant laws and platform policies
Approve creative, budgets and strategy where required
Maintain valid payment methods within advertising platforms
The Agency is not responsible for inaccuracies in client-provided data, tracking errors, or website issues impacting campaign performance.
3. Advertising Spend & Budget Control
Media spend is payable directly to the advertising platform unless otherwise agreed.
While the Agency makes reasonable efforts to manage campaigns within agreed budgets:
The Agency is not liable for overspend caused by platform delivery systems, algorithmic acceleration, delayed reporting, billing errors or third-party technical issues.
The Client acknowledges that advertising platforms operate on automated bidding systems that may exceed daily budgets within platform rules.
The Client remains responsible for all media spend incurred.
4. No Performance Guarantees
The Agency does not guarantee:
Specific revenue levels
Lead volume
Return on ad spend
Cost per acquisition
Platform approval of ads
Paid media performance is influenced by factors outside the Agency’s control including market conditions, competition, tracking accuracy, platform algorithms and client-side conversion experience.
5. Third-Party Platforms
The Agency is not liable for:
Platform outages
Account suspensions
Policy changes
Ad disapprovals
Data loss
Algorithm changes
Billing errors
Changes to attribution models
All advertising activity is subject to the terms and policies of the relevant platform.
6. Limitation of Liability
To the fullest extent permitted by law:
The Agency’s total liability shall not exceed the fees paid by the Client in the preceding 3 months.
The Agency shall not be liable for indirect, incidental, consequential or loss of profit damages.
The Agency shall not be responsible for lost revenue arising from platform errors or campaign performance fluctuations.
7. Intellectual Property
Advertising accounts remain the property of the Client.
Creative assets produced by the Agency are licensed for use during the term of engagement unless otherwise agreed in writing.
Strategy documents, methodologies and internal frameworks remain the intellectual property of Verdure Media Ltd.
8. Payment & Suspension
Late or unpaid invoices may result in paused services without liability to the Agency.
The Agency reserves the right to suspend services until outstanding balances are cleared.
9. Termination
Either party may terminate services in accordance with the signed agreement or SOW.
Outstanding fees and incurred media spend remain payable upon termination.
10. Governing Law
These terms are governed by the laws of England and Wales.
11. Indemnify
The Client agrees to indemnify the Agency against any claims, losses or damages arising from misleading claims, regulatory breaches, product liability issues or non-compliance with advertising standards.