Terms & conditions

Driftnet Media’s Terms & Conditions below set out the standards of service you can expect from us. They also act as a contract between us, setting out responsibilities for both us and you.  When you are actively engaged with us, we will always give you at least 14 days notice of any changes to our Terms of Service.

Who We Are

Driftnet Media Limited (“Driftnet Media”, “we” or “us”) is a limited company registered in Scotland, number SC369718 with its registered office at 5 Northumberland Place, Edinburgh EH3 6LQ.  Our VAT number is 982 6164 91. Our services focus on the management of paid search campaigns (such as those on Google AdWords and Bing), search engine optimisation and other internet marketing consultancy.

Duty of Care

We will give your business all reasonable skill, care and attention at all times. This includes never recommending any expenditure that we feel is not in your best interests.

Your Account Manager

On signing up with us for the first time you will be assigned an account manager as your day to day contact. Your account manager will be responsible for co-ordinating all your work within Driftnet Media as well as carrying out many of the associated tasks. Your account manager will be a Qualified Google Advertising Professional.  Please note that we may occassionally use sub-contractors and we take particular care when engaging them to ensure that they work in the same way as any other member of our team.

Risk Free Guarantee

If you are dissatisfied with the service provided at any time you may cancel your service contract.  We would appreciate it if you would contact us directly to cancel rather than doing this through your PayPal account.  Under the terms of our risk free guarantee you may request a refund of your last monthly subscription payment for any reason.  We will endeavour to process this on the same day if possible but this may take longer.  Only the last payment will be refunded so please ensure you make your claim before any subsequent payments are received by us.  Claiming a refund will cancel our service contract and no further work will be provided except for that covered by payments already made.  Refunds will only be made for payments received for regular monthly subscriptions as part of our advertised packages.  Our risk free guarantee does not apply to any consulting work or work that that does not sit within our standard monthly packages.  On cancellation for any reason we withhold the right to claim any outstanding payments still due.  We also withhold the right to deduct any refunds we would otherwise pay under our risk free guarantee from outstanding payments still due.

Payment & Refunds Policy

All our fees are subject to VAT which is levied at the standard rates.  In countries outside the UK packages are charged at the standard UK rates in GPB currency.  Prices given for packages in currency other than GPB are indicative prices only and subject to currency fluctuations.  Completion and submission of any Driftnet Media registration authorises Driftnet Media to charge the credit card specified in your registration for all such fees corresponding to the selected Driftnet Media service. Unless stated otherwise on Driftnet Media's website applicable to a given Driftnet Medias service, each Driftnet Media service will be provided and will automatically renew monthly until cancelled in accordance with this section. Your credit card will be charged in advance for the following month's service. Where we take payments by direct debit, in the event of any subsequent dispute you agree, on a best endeavours basis, to resolve such dispute directly with us rather than through the direct debit guarantee. We will refund any portion of fees collected in error within 30 days. We reserve the right to charge you for any costs that result from failed collections or you taking a refund through the direct debit guarantee.  In order to avoid the full fee for any new subscription period, you must cancel the Driftnet Media service BEFORE the new period begins. You agree to pay all account charges for paid search services in advance by a valid credit card acceptable to Driftnet Media and expressly authorise Driftnet Media or the applicable paid search engine to charge your credit card for any and all applicable account charges associated with your account whether these charges are the result of Driftnet Media's actions, by Driftnet Media on your behalf or by you. You agree to pay and be solely responsible and liable for all charges associated with any of the paid search engines or any other third party accounts, including, without limitation accounts with the paid search engines, whether opened directly by you or opened by Driftnet Media on your behalf, arising out of your use or access of the services or otherwise. Neither Driftnet Media shall not have any responsibility or liability for any such charges, costs or liabilities. You will not make any claim to any paid search engine that you will not pay the charges to your account with the particular paid search engine as a result of the actions of Driftnet Media for any other reason. Any failure to pay the amounts due under these Terms of Use will be a material breach of your obligations under these Terms & Conditions. Without limiting any other remedies available to Driftnet Media, YOU AGREE TO FULLY REIMBURSE Driftnet Media FOR ANY COSTS AND EXPENSES THAT Driftnet Media MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS. At any time after activation of a Driftnet Media's service, either you or Driftnet Media may cancel such service (or Driftnet Media may discontinue such service completely) by providing written notice to the other party, in which case the relevant Driftnet Media service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period. Driftnet Media also reserves the right to cancel any individual Driftnet Media service immediately and without notice in the event that you breach any provision of these Terms & Conditions or any other terms that apply to the Driftnet Media services. For accounts with the paid search engines or any other third party accounts opened directly by you or by Driftnet Media on your behalf, you will need to contact such paid search engines directly yourself in order to cancel or terminate your particular paid search account with the appropriate paid search engine. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED BELOW Without limiting any of the restrictions above, you acknowledge and agree that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT YOU CANCEL AFTER RENEWAL HAS TAKEN PLACE. (b) Driftnet Media shall not give any refunds for unspent money amounts that may be in any or all of the paid search engines accounts upon cancellation.

Financial Performance

Our work does, in almost all cases, bring about improved financial performance for your business. There are, however, always factors beyond our control that can have an adverse impact on the overall financial outcome of any piece of work, so we can’t guarantee such performance.  The performance of internet marketing can be difficult to predict, especially when untried (e.g. in the case of new paid search campaigns). Our experience helps to minimise the “error” element of this “trial and error” but it is still not uncommon to be surprised by the outcomes of tests.  This is why we believe in a culture of testing and measuring at Driftnet Media. We will usually agree targets with you but these should be viewed as performance yardsticks on which to base discussions rather than being seen as a guaranteed outcome of our work.

Ongoing Budgeting

Where we are managing campaigns on an ongoing basis and no specific end date or fixed budget has been agreed with you, you shall be deemed to have authorised us to continue advertising on your behalf until you give us notice (via e-mail) to the contrary. You will of course be kept informed of your spend levels and any dramatic changes in likely monthly expenditure. Furthermore, you may revise your budgets at any time and as frequently as you wish, subject to any restrictions set-out by third parties.  Monthly budgets committed to will be deemed to be indicative, rather than maximum ceilings, unless you state otherwise (this leads to better value for money and a more even spread of your monthly budget).

External Expenses

In addition to our package fees, we will from time to time ask you to pay for any outlays, advertising costs and other out of pocket expenses incurred on your behalf.  These may include external costs related to SEO link building such as directory submissions.  We will always obtain your approval in writing before these expenses are incurred and either ask you to pay such fees directly, request a deposit or agree credit terms with you.

Login Security

Where appropriate, we may give you login details if such a facility is available. You are responsible for the security of these details and hereby agree to indemnify us against any losses claims, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) that may result from a breach of security or misuse of the login details. Where we have provided you with access to any such systems, the login details must not be shared with or given to any third party. If you become aware of any unauthorised use of any such login details then you agree to notice us immediately.

Trademarks, Keywords & Copy

Whilst we will seek to highlight potential issues, it is your responsibility to ensure that the wording and search keywords we use as part of marketing your organisation comply with all applicable laws and regulations (including without limitation trademark laws). We will give you the opportunity to review the wording and search keywords. Where practical this will be done before going live but in some cases this may be after going live, especially where speed is of the essence. In the event of no response to the contrary, we will assume that you have given us permission to use the said wording and keywords. You hereby agree to indemnify us against any against any claims, losses, damages, costs and expenses (including proper and reasonable legal and other professional fees and expenses) awarded against or properly and reasonably incurred or paid by us in relation to any infringement by you of any intellectual property rights or other rights of any third party.

Use of Services/Website

Driftnet Media will provide you with the Driftnet Media services for which you register, subject to the terms and conditions of these Terms & Conditions. You acknowledge that the Driftnet Media services may be offered in various separately priced service levels or packages ("Packages"), and you will only receive the Packages that you have registered for, and for which you are paying all associated fees. Driftnet Media reserves the right to modify, alter, change, suspend, remove, enhance, supplement, disable access to, terminate or discontinue all or any portion of the Driftnet Media website and/or services at any time in its sole discretion for any reason, without notice, cost or liability, provided that those modifications do not materially and adversely affect your rights or obligations under these Terms & Conditions. Driftnet Media will not be liable to you or any third party as a result of such modification or discontinuation of the Driftnet Media web site or services. The provisions of these Terms & Conditions will survive any termination of the Driftnet Media web site or services provided pursuant to these Terms & Conditions. You agree that from time to time the Driftnet Media website and/or services may be inaccessible, unavailable or inoperable for any reason without notice, cost or liability. You agree that Driftnet Media is not responsible for the functionality of the paid search services and that while Driftnet Media may submit changes to the paid search engines on your behalf, Driftnet Media cannot guarantee that the paid search engines will make those changes correctly or in a timely manner or that they will make the changes at all. You agree that Driftnet Media may place limitations and restrictions on the access and/or use of the paid search services including, but not limited to, the access of the service and the number of changes that may be made within the service. The limitations and restrictions may change without notice. You agree to be solely responsible for any authorised or unauthorised access to your account by any person, including, without limitation, any charges to your account by Driftnet Medias and/or directly with any cost per click or paid inclusion search engines. If any unauthorised access occurs then you agree that you must notify Driftnet Media via phone and email immediately, and Driftnet Media will suspend the account until a new password is in place.

Third Party Accounts

Although problems are not anticipated, by instructing us to set up or manage accounts for services offered by third parties you hereby (i) authorise us to accept the terms and conditions of business of such third parties on your behalf and (ii) agree to abide by such terms and conditions of such third parties. We will notify you immediately should any issue arise in connection with such terms and conditions of such third parties. 

Please note that where we accept these terms and conditions on your behalf, and where these vary by country we will choose the UK version, unless otherwise agreed.  Please note that we will usually ask for administrative level access to any third party services you have set up yourself but subsequently instruct and authorise us to work on. These will subsequently be treated in the same way under these Terms & Conditions as if we have set them up ourselves.

Website Changes

As part of the services we offer, we may suggest changes to your website and/or the implementation of additional code into your website. The costs of implementing the changes and ensuring the suitability of any code are your responsibility. In the event of termination of your business relationship with us, you agree to remove, at our request, any such code that would result in ongoing costs for us.

Ownership of our Work

Unless we expressly agree otherwise, the copyright in the original materials which we generate for you belongs to us, and we assert our moral rights. However, the fee you pay for our work permits you to make use of that material for the purposes for which it is created. This copyright also extends to our work carried out within accounts of third party services (such as Google AdWords).  We retain ownership of data within third party services that we manage on your behalf. We grant you a licence to use the data for your own internal use. This also applies to data generated whilst we work on accounts with third party services that you may have set up yourself. We may from time to time use data generated from your and other clients’ campaigns on an aggregated (e.g. general sector trends such as travel) or anonymous basis but will never use campaign specific data for any purpose other than for your direct benefit without your permission or as required by law.

Non-Exclusivity

Unless otherwise agreed, we may work for any other clients including those you may consider to be in competition with you. Where we work with competing companies, the companies will be assigned different account managers and either party’s confidential information will not be shared between those account managers.

Confidentially

We will respect your confidentiality. You hereby give Driftnet Media permission to include your name as a client of Driftnet Media in promotional material. You may withdraw such permission at any time on giving us written notice.  Any information (including reports and data) we make available to you may not be shared with any third party without our permission. Any knowledge you gain from us as a direct result of receipt of our services should be treated as confidential. This restriction applies beyond the end of your business relationship with us.

Recruitment of Driftnet Media Staff

You agree to not attempt to recruit or recruit our employees or those of our former employees who have been employed by us in the past 6 months. In the event of any breach by you of this clause, we will be entitled to immediate payment of £5,000 or 25% of the employees basic annual salary, whichever is the greater figure. This clause will remain in place until a period of 18 months beyond your formal termination of your business relationship with us pursuant to these Terms & Conditions.

Data Protection

If we process your personal data as defined in the Data Protection Act 1998 (as amended) we will (i) only do so for purposes notified to you; (ii) maintain appropriate technical and organisational measures to prevent unauthorised or unlawful processing of your personal data and against accidental loss or destruction of, or damage to, your personal data; and (iii) comply with your reasonable instructions concerning the processing of your personal data. We will normally hold details of your personal data for as long as you are a client and thereafter for 10 years.

Limitation of Liability

If you do not agree with our Terms & Conditions or if you are not satisfied with our website or any of the Driftnet Media services, your sole remedy is to discontinue your use of the web site and services. Driftnet Media WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT , INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, RELATING TO OR ARISING OUT OF YOUR USE, MISUSE, CHANGES TO, INACCESSIBILITY OR INABILITY TO USE THE DRIFTNET MEDIA WEB SITE OR SERVICES, THE DRIFTNET MEDIA SOFTWARE, ANY DATA, OR PAID SEARCH ENGINE WEB SITE OR INTERFACE; OR THE UNauthoriseD ACCESS TO, FAILURE, DELAY OR ALTERATION OF ANY DATA OR TRANSMISSION; ANY DATA STORED, SENT OR RECEIVED OR NOT STORED, SENT OR RECEIVED; ANY AGREEMENT OR TRANSACTION ENTERED INTO AS A RESULT OF YOUR USE OF THE DRIFTNET MEDIA WEB SITES OR SERVICES OR THROUGH THE DRIFTNET MEDIA WEB SITES AND SERVICES; ANY DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE WEB SITES OR SERVICES WHETHER YOUR CLAIM MIGHT BE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRIFTNET MEDIA HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGE. IN NO EVENT SHALL DRIFTNET MEDIA MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES, BUT IN NO EVENT GREATER THAN FIVE HUNDRED POUNDS (£500.00). BECAUSE SOME TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH TERRITORIES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN EXPRESS PRECONDITION TO YOUR USE OF THE DRIFTNET MEDIA WEBSITE AND SERVICES. Without limiting the foregoing, Driftnet Media is not responsible for any of your data residing on their hardware. You are responsible for backing-up your data and information that may reside on Driftnet Media's hardware, whether or not such information is produced through the use of the Driftnet Media's website or services.

Professional Indemnity Insurance

You agree to defend, indemnify, and hold harmless Driftnet Media, their officers, directors, employees, agents, and partners, from and against any third-party claims, actions, demands, liabilities, expenses, and costs, including without limitation reasonable legal and accounting fees, arising from or related to your use of the Driftnet Media website and services, your violation of these Terms & Conditions, or your violation of any laws, regulations, or third-party rights.  In the unlikely event of any claims against us, we have professional indemnity insurance cover in place for any claims up to £200,000.

No waivers of our Rights

Failure (or delay) by us to exercise any rights available to us within these Terms of Service will not in any way diminish our rights.

Acceptance of these Terms & Conditions

These Terms of Service shall govern our relationship with you unless we agree otherwise with you in writing or by email. By checking the 'I agree to the terms & conditions' box on our website when you sign up for a package it shall be assumed that you accept the terms of these Terms & Conditions in full and we shall proceed only on this basis.

Governing Law & Jurisdiction

These Terms of Service, any Letter of Engagement and our relationship with you shall be governed by and construed in accordance with Scottish law and the courts of Scotland.