1. General Terms

1.1.      Innocent Digital Limited. (“Innocent Digital”) provides a range of advertising products and services (the Services) to businesses.

1.2.      The Services can be purchased on the basis of Innocent Digital accepting a signed and completed Service Order (the SO) from the purchasing party.

1.3.      The Service Order sets forth the Services being purchased by the Client, the Fees for the Services, the Duration of the Services and other relevant terms.  Any relationship between Innocent Digital and the Client, including provision of the Services, shall be governed by these terms (the Terms of Service) and the conditions stated in the Service Order.

1.4.      All Service Orders are subject to acceptance (the Acceptance) by Innocent Digital Ltd in its sole discretion.

1.5.      Any person or business purchasing the Services from Innocent Digital is, for the purpose of this agreement, the Client.

1.6.      The Service Order, the Terms of Service and any documents or links referenced in the Service Order are sometimes referred to collectively as the “Agreement”.

1.7.      For the avoidance of doubt, “Sopro.io” and “SoPro” are trading brands of Innocent Digital Ltd.

2. The Services

2.1.      The Services include, but are not limited to, provision by Innocent Digital of any or all of the following:

2.1.1.          Advertising Consultancy Services refers to the provision of non-specific advertising support.

2.1.2.          Paid Search Advertising refers to standard search engine marketing products and service, where Innocent promotes the Client through various search engines.

2.1.3.          Paid Display Advertising refers to Innocent Digital’s online display advertising products and services, where Innocent manages the online promotion of the Client through online display advertisements disseminated through a network of online publishers.

2.1.4.          Remarketing refers to Innocent Digital’s behavioural targeting product that enables Innocent Digital re-advertise to consumers who have previously demonstrated interest in the Clients products or services or similar products or services.

2.1.5.          Ad Placement. Innocent Digital shall determine, and schedule, in agreement with the Client, the online properties on which the advertising content (“Ads”) will be delivered during the course of the Services.

2.1.6.          Geo-Targeting. Innocent Digital will place Ads such that they will be seen by consumers in specific geographic regions.

2.1.7.          Device Management. Innocent Digital will place Ads such that they will be seen by consumers on the target devices agreed with the Client.

2.1.8.          Negative Keywords. Innocent Digital will exclude specific keyword terms from the campaign configuration as required by the client.

2.1.9.          Demographic Targeting refers to the delivery of advertising services to internet users identified as meeting specific demographic profile requirements.

2.1.10.         IP Exclusions.  Innocent digital will maintain a file or files of IP addresses which will be excluded from advertising delivered under the services.

2.1.11.         Ad Scheduling refers to the delivery of the Services in line with an agreed daily, or weekly chronological plan.

2.1.12.         Tracking Services.  Innocent provide a range of tracking services designed to support the ongoing optimisation of the Services.

2.1.13.         Social Prospecting Services. Innocent provide a business to business lead generation service.

2.1.14.         Virtual Secretary Services. Innocent provide a packaged business line and 24/7 call answering and message taking services.

2.2.      Innocent Digital agrees to make all commercially reasonable efforts to ensure the Services are delivered.

3. Duration of the Services

3.1.      Upon the Acceptance of a Service Order, Innocent Digital will initiate the process of setting up the Services.

3.2.      The duration of the Services shall run from the Service Start Date until the Service End Date, as set forth in the SO, unless earlier terminated by the parties under Section 6.

3.2.1.      In the event no start date is specified in the SO the agreement will continue until terminated by either party under Section 6.

3.3.      The Service Start Date refers to the actual commencement date of the Services. The Client acknowledges that Innocent Digital may take up to ten (10) business days to review and prepare the Services (or longer for non-standard requirements or if Innocent Digital experiences technical difficulties with the Client’s requirements) and may require further input from the Client before the Services commence.

3.4.      Innocent digital will make all commercially reasonable efforts to commence provision of the services on the Service Start Date.

4. Fees

4.1.      The Client agrees to pay, in accordance with Section 5, the following fees (together ‘the Fees’), as set forth in the SO:

4.1.1.      The Campaign Setup Fee is a one off fee set forth in the SO which covers all billable services, including but not limited to advertising consultancy services, data analytics, planning and campaign configuration work required prior to commencement of the services.

4.1.2.      The Campaign Media Fee is a monthly fee set forth in the SO which covers media inventory purchased by the client under the Services.

4.1.3.      The Campaign Management Fee is a fixed monthly fee set forth in the SO which covers the administration, management, performance optimisation and reporting of the Services.

4.1.4.      The Tracking Services Fee is a monthly fee set forth in the Service Order.  The fee may be fixed or variable and covers the advertising and user tracking technology linked to the Services.

4.1.5.      Other Fees. From time to time additional service fees may be agreed between the parties and set forth in the SO.

4.2.      Innocent Digital reserves the right to change any of the foregoing fees at any time, provided that such changes will not take effect until a new SO incorporating the amended fees has been executed by the Client and delivered to Innocent Digital.

5. Payment Terms

5.1.      Once the SO has been accepted by Innocent Digital, The Client will be responsible for payment in full of all fees set forth therein, except as may otherwise be provided in Section 6(c) hereof. All payments due hereunder are in pound sterling and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of the Client.

5.2.      Notification of Fees. Innocent Digital will issue a monthly invoice to the Client setting forth all fees payable for the Services.

5.3.      Method of Payment. The Client agrees to pay all amounts payable under this Agreement by Electronic Funds Transfer (EFT).

5.4.      Timing. The Client acknowledges and understands that all amounts payable must be paid monthly in advance, and that, in addition to the Client being in breach of its contractual obligations, the Services may be paused or terminated if timely payment is not made.

6. Term and Termination

6.1.      Term. The term of the Agreement shall be set forth in the SO and adjusted under the terms of Section 3.

6.2.      Notice of Termination may be provided by either party. 

6.3.      Notice of Termination must (a) be provided in writing; and (b) include the date of termination; and (c) be provided a minimum of thirty-one (31) days prior to the date of termination.

6.4.      Termination by the Client for Cause.  The Client may terminate this Agreement on thirty-one (31) days prior written notice (the “Notice Period”) if Innocent Digital is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period.

6.5.      Campaign Pauses. The Client may request a pause in the Services. However, it shall be in Innocent Digital’s sole discretion to determine if a Campaign pause is appropriate. If a Campaign is paused for more than 30 days, the Client will have to pay an additional Campaign Set-Up Fee to restart the Services.

6.6.      Refunds. The Client understands and agrees that it will not be entitled to any refunds of amounts already paid to Innocent Digital, unless either the Client terminates under Section 6.5 or Innocent Digital terminates under 6.2 in which case the Client shall only be entitled to a refund for the unspent balance of the Campaign Media fee, which shall be the Client’s sole remedy.

6.7.      Collection of Amounts Owed. Any amounts not paid by the Client when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). The Client agrees to pay all costs of collection (including solicitors’ fees and all other legal and collection expenses) incurred by Innocent Digital in connection with its enforcement of its rights under the Agreement.

6.8.      Effect of Termination; Survival. The Client understands and acknowledges that due to the nature of the Internet, certain information regarding the Client posted on the Internet as part of the Advertising Services, may continue to be available on the Internet. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. Without limiting the generality of the foregoing, in the event of any termination, the Client shall remain liable for any amounts due to Innocent Digital as of the effective date of termination.

7. Privacy Considerations

7.1.      The Client shall post and comply with a privacy policy on all online properties associated with the Services at all times. The privacy policy shall comply with all applicable laws and shall not contain any terms that are inconsistent with, or would otherwise restrict Innocent Digital from performing its obligations hereunder. In addition, to the extent that the Client’s websites collect personally identifiable information, the Client’s privacy policy must permit the transmission of such information to Innocent Digital to the extent required to execute the Services. If the Client is purchasing Innocent Digital’s Remarketing product, the Client is obligated to ensure that its privacy policy permits the application of such a product.

7.2.      Innocent Digital may, but is under no obligation to, publish, distribute, make reference to, or otherwise communicate, links to any or all of the Client’s privacy policies.

7.3.      The Client understands and acknowledges that its failure to ensure that its privacy policy complies with the foregoing requirements may expose the Client to liability under, or outside of, this agreement.

8. Data Protection

8.1.      Each party agrees to comply with the provisions of the Data Protection Act 1998 (“DPA”) as may be applicable to that party. The parties acknowledge that the Client is the “data controller” and Innocent Digital its “data processor” in respect of any “personal data” relating to the Client’s customers, personnel, agents, subcontractors or the end-users of the Clients online properties which is “processed” (such terms as defined in the DPA) by Innocent Digital in providing the Services hereunder and in respect thereof;

8.2.      Each party will maintain appropriate technological and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data;

8.3.      Innocent Digital will only process the personal data for the purpose of the Services hereunder and in accordance with the Client’s instructions (which the Client warrants shall at all times be in accordance with and shall not cause Innocent Digital to be in breach of applicable law) to the extent that they are consistent with the same and do not result in any material additional obligations other than as set out hereunder;

8.4.      The Client acknowledges and agrees that Innocent Digital may in providing the Services engage third parties who may process the personal data and that Innocent Digital may process or cause the personal data to be processed outside the United Kingdom. The foregoing shall in no way limit the Clients obligations under this Agreement.

9. Advertising Content and Keywords

9.1.      Ad Content. The Client may deliver content for an Ad to Innocent Digital. If such content does not conform to Innocent Digital’s requirements, including any applicable online Publisher’s specifications, then Innocent Digital may, in its sole discretion, modify or reject such content. The acceptance of an Ad does not constitute approval or endorsement of the Ad by Innocent Digital, for purposes of this Agreement or otherwise.

9.2.      Innocent Digital Creative Services. If the Client requires that Innocent Digital create an Ad or provide other creative services, the Client will remain fully responsible for ensuring that the content is complete, accurate and complies with applicable law. With respect to an Ad created by Innocent Digital, as between the Client and Innocent Digital, Innocent Digital shall retain ownership of the design elements of the Ad, excluding any trade name, trademark, service mark or logo of the Client or other proprietary elements of the Client that may be included within the Ad, but that predate the creation of the Ad. Innocent Digital hereby grants to the Client a non-exclusive, royalty-free licence to use, copy, publicly perform, display, broadcast and transmit any design elements of the Ad created and owned by Innocent Digital, to the extent necessary to enable the Client to receive the Services and for the duration of the Services only.

9.3.      Keywords. Innocent Digital shall have discretion to select the individual words or phrases (“Keywords”) to be used in connection with the Campaign. The Client may also request the use of certain Keywords. While Innocent Digital will use reasonable efforts to use these Keywords, Innocent Digital makes no guarantees that all such Keywords will be used. To the extent that Innocent Digital uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to The Client. To the extent that The Client elects to use Keywords that include the names of its competitors or trademarked terms (“Competitor Keywords”), The Client does so at its own risk and acknowledges and agrees that it bears all liability associated with such action. Without limiting the foregoing, The Client further acknowledges that Innocent Digital may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so.

10. Licenses

10.1.     During the Campaign Period, The Client hereby grants to Innocent Digital and the Publishers a non-exclusive, royalty free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit (a) any Ad delivered hereunder in accordance with the terms of the Agreement and (b) any other information pertaining to the Client, to the extent necessary for Innocent Digital to perform the Services. In addition, The Client agrees that Innocent Digital may, during the Campaign Period and thereafter, include The Client’s name (including any trade name, trademark, service mark and logo) and any Ad provided hereunder in The Client’s Local Profile, on Innocent Digital’s customer list, and in its marketing materials, sales presentations and the Innocent Digital Properties.

11. The Client Representations, Warranties and Covenants

11.1.     The Client is solely responsible for any liability arising out of or relating to its online properties, any content provided by The Client hereunder and any material to which users can access through such content (“Linked Content”).

11.2.     The Client represents, warrants and covenants that the Ads and Linked Content, and any portion thereof, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libellous; (d) be pornographic; or (e) contain viruses, malware or other similar harmful programming routines. The Client further represents, warrants and covenants that the product or service that is being promoted through the Services is lawful and not the subject of any on-going investigation by any regulatory or quasi-regulatory authorities.

12. Confidentiality

12.1.     Except as may be required by applicable law, The Client shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Innocent Digital’s prior written consent.

12.2.     No party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law.

12.3.     The Client may not without prior written consent, at any time disclose to third parties any information concerning Innocent Digital’s business, operations, staff, products, services or pricing. Written consent not to be unreasonably withheld.

13. Limitations of Liability

13.1.     No consequential damages. To the maximum extent permitted by applicable law, neither party shall be liable for damages for interrupted communications, loss of use, lost business, lost goodwill, lost data or lost profits, or for any indirect or consequential damages (including, without limitation, for breach of contract or warranty, negligence or strict liability) (even if such party was advised of the possibility of any of the foregoing), arising out of or in connection with this agreement. The foregoing exclusion of liability will not apply to (i) the Client’s indemnification obligations, including any amounts payable in connection therewith; (ii) to the Client’s confidentiality obligations and (iii) the Client’s negligence or wilful misconduct.

13.2.     Limitation on damages. To the maximum extent permitted by applicable law, under no circumstances shall innocent digital’s cumulative, aggregate liability to the Client or any third party exceed the amounts received by innocent digital hereunder during the 1-month period immediately prior to the incident giving rise to such liability.

14. Miscellaneous

14.1.     Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of England and Wales. The Client agrees to submit to jurisdiction in England and Wales and further agrees that any cause of action arising under this Agreement must be brought exclusively in the English courts.

14.2.     Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

14.3.     Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

14.4.     Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.