Last updated: June 2026

Provider: Winston Web Co Ltd (Company No. 15016093), registered in England and Wales

Client: The individual or company completing the payment setup

Effective Date: The date on which payment is completed via invoice or Stripe subscription

Default Terms: These Terms apply to all PPC management engagements unless alternative terms are expressly agreed in writing at the point of sign-up. Paused, cancelled, and renewed subscriptions will automatically be governed by the latest version of these Terms in force at that time.

1. Definitions

In these Terms, the following terms have the meanings set out below.

"Ad Spend" means the total amount paid directly by the Client to advertising platforms such as Google Ads or Meta Ads, separate from and in addition to the Management Fee.

"Agreement" means these Terms, together with any scope confirmation or onboarding documentation agreed between the parties in writing.

"Client" means the individual or company named on the invoice, Stripe subscription, or payment record.

"Effective Date" means the date on which the Client's first payment is received or a Stripe subscription is activated, whichever is earlier.

"Management Fee" means the fee payable by the Client to the Provider for PPC management services, as set out in clause 3.

"Platform" means any advertising platform used to deliver the services, including but not limited to Google Ads and Meta Ads.

"Provider" means Winston Web Co Ltd, a company registered in England and Wales (Company No. 15016093).

"UK GDPR" means the UK General Data Protection Regulation as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. Acceptance of Terms

2.1 By proceeding with payment, activating a Stripe subscription, or otherwise instructing the Provider to commence the services, the Client agrees to be bound by these Terms. This Agreement becomes legally binding upon receipt of first payment.

2.2 These Terms apply to all PPC management engagements as the default terms unless alternative terms are expressly agreed in writing between the parties at the point of sign-up.

2.3 Where a subscription is paused, cancelled, and subsequently restarted, or renewed after a period of inactivity, the latest version of these Terms in force at the time of restart or renewal shall apply automatically.

2.4 If the Client is accepting these Terms on behalf of a company or other legal entity, they confirm they have the authority to bind that entity to this Agreement.

3. Pricing Structure

The Management Fee is calculated based on the Client's total monthly Ad Spend as follows:

3.1 All fees are exclusive of VAT, which will be charged at the prevailing rate where applicable.

3.2 The Management Fee is billed monthly in advance, based on the projected or budgeted Ad Spend agreed at the start of each billing cycle. The Client remains solely responsible for paying their Ad Spend directly to the relevant Platform.

3.3 If actual Ad Spend materially exceeds the projected monthly threshold (for example, if spend rises above £2,000 during a billing cycle where the flat fee was applied), the Provider may issue a supplementary invoice for the additional Management Fee. This will be calculated on the basis of the total actual Ad Spend for that period, less any Management Fee already charged, and issued separately.

3.4 The Provider will use reasonable efforts to notify the Client if it becomes apparent that actual Ad Spend is likely to significantly exceed the agreed projection.

4. Payment Terms

4.1 Monthly Management Fees are payable in advance by Stripe subscription or invoice, as agreed.

4.2 Invoices are due within 7 days of issue. Where payment is not received within 7 days of the due date, the Provider reserves the right to suspend the services without notice until the outstanding amount is received in full.

4.3 The Provider reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 The Provider may review and adjust the Management Fee structure with at least 30 days' written notice. Continued use of the services after the effective date of any change constitutes acceptance of the revised fee.

5. Term and Termination

5.1 This Agreement operates on a rolling monthly basis. Either party may terminate by giving at least 30 days' written notice to the other.

5.2 Management Fees remain payable in full throughout the notice period, including where campaigns are paused, access is restricted, or the Client reduces its engagement during that time.

5.3 No refund will be provided for any period already invoiced, or where delays in onboarding, access, or approvals have prevented the Provider from delivering the services.

5.4 The Provider may terminate this Agreement with immediate effect if the Client fails to make payment within 14 days of the due date, or is in material breach of any other obligation under this Agreement and (where capable of remedy) fails to remedy it within 7 days of written notice.

5.5 On termination, the Client retains access to their own ad accounts. The Provider will provide reasonable cooperation in transferring account access to the Client or a nominated third party within 7 days of the termination date.

6. Scope of Services

6.1 Services typically include, depending on account size, goals, and Platform capability:

(a) Search, Display, and Remarketing campaigns (platform-dependent);

(b) Performance Max and Local Services Ads (where relevant);

(c) Keyword research and targeting strategy;

(d) Budget management and bidding optimisation;

(e) Ad copywriting and ad extension setup;

(f) Conversion tracking setup and support; and

(g) Monthly reporting and insights.

6.2 The scope of services may evolve based on account size, campaign goals, and Platform capability. The Provider may reprioritise activities in response to algorithm changes, Platform updates, or performance data, without this constituting a variation of the Agreement.

7. Exclusions

7.1 Unless specifically agreed and quoted separately in writing, the following are not included in the services:

(a) website or landing page design, development, or copywriting;

(b) CRM integration or lead follow-up;

(c) advanced graphic design or video production;

(d) Shopping or App campaigns;

(e) guaranteed leads, ROI, or any other specific performance outcome; and

(f) support via WhatsApp, phone, or live chat.

8. Client Responsibilities

8.1 The Client must:

(a) grant the Provider access to all relevant ad accounts, tracking tools, and analytics platforms required to deliver the services;

(b) ensure that billing is set up on all Platforms and that any required account verifications are completed before the service period begins;

(c) review and approve ad copy, targeting parameters, and budget proposals promptly — typically within 5 working days;

(d) maintain a valid payment method throughout the term of this Agreement; and

(e) notify the Provider promptly of any material changes to their business, campaigns, or budget that may affect service delivery.

8.2 Delays arising from the Client's failure to provide access, approvals, or information may delay delivery. Management Fees remain due in full regardless.

9. Platform Interruptions

9.1 If campaign delivery is paused or interrupted due to account verification requirements, billing failures, policy violations, or Platform issues outside the Provider's control, the Management Fee remains payable for the full service period.

9.2 The 30-day notice requirement for termination remains in effect regardless of campaign status at any point during the agreement.

9.3 The Provider will notify the Client as soon as reasonably practicable where a Platform interruption is identified and will take reasonable steps to resolve the issue. The Provider accepts no liability for losses arising from Platform interruptions beyond its control.

10. Performance Disclaimer

10.1 The Provider makes no guarantee of leads, conversions, click volumes, or any other performance outcome. PPC results are affected by competition levels, Platform algorithm changes, market conditions, user behaviour, and budget levels.

10.2 The Provider follows industry best practices and will manage campaigns with reasonable skill and care. This does not constitute a warranty that any particular result will be achieved.

11. Third-Party Platforms

11.1 The services are delivered through third-party advertising platforms, including but not limited to Google Ads and Meta Ads. These platforms operate under their own terms of service, advertising policies, and approval processes. The Provider is not responsible for any decision made by a Platform to reject, restrict, suspend, or remove advertising content or accounts.

11.2 The Provider may use third-party management and reporting tools to deliver the services. The Provider is not responsible for outages, data errors, or limitations imposed by such tools.

11.3 Platform policies may change without notice. The Provider will use reasonable efforts to keep campaigns compliant but accepts no liability for any consequence arising from Platform policy changes outside its control.

12. Data Protection

12.1 In delivering the services, the Provider may access personal data processed through the Client's advertising accounts, including remarketing audiences, conversion data, and analytical information. Where UK GDPR applies, the following governs the parties' respective obligations.

12.2 The Client is the data controller for all personal data processed through their advertising accounts. The Provider acts as a data processor on the Client's behalf when accessing and managing such data.

12.3 The Provider will process personal data only as necessary to deliver the services and will not use it for any independent purpose.

12.4 The Provider will maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

12.5 The Client is responsible for ensuring that their own privacy policy and any relevant notices accurately reflect the use of remarketing, conversion tracking, and third-party advertising platforms.

13. Confidentiality and Intellectual Property

13.1 The Client retains ownership of their advertising accounts, campaign data, and performance history. On termination, the Provider will cooperate with the handover of account access as set out in clause 5.5.

13.2 All frameworks, reporting templates, bidding methodologies, proprietary processes, and pre-existing materials used by the Provider in delivering the services remain the Provider's intellectual property. No assignment of these rights is made by this Agreement.

13.3 Both parties agree to keep confidential all campaign data, credentials, strategies, and proprietary information — both during the term of this Agreement and for two years following its termination. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law.

14. Liability

14.1 Nothing in this Agreement limits or excludes the Provider's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be excluded or limited by applicable law.

14.2 Subject to clause 14.1, the Provider will not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, even if the Provider was advised of the possibility of such losses:

(a) loss of profits, revenue, business, or contracts;

(b) loss of anticipated savings or opportunity costs;

(c) loss or corruption of data;

(d) damage to reputation or goodwill; or

(e) any indirect or consequential loss.

14.3 Subject to clause 14.1, the Provider's total aggregate liability to the Client in respect of all claims arising under or in connection with this Agreement shall not exceed the total Management Fees paid by the Client in the 30 days immediately preceding the event giving rise to the claim.

14.4 The Provider is not liable for any loss arising from: Ad Spend decisions made by or approved by the Client; Platform policy enforcement; algorithm changes; or any interruption to Platform services outside the Provider's control.

15. Dispute Resolution

15.1 If a dispute arises under or in connection with this Agreement, the parties will first attempt to resolve it through good-faith discussion.

15.2 If the dispute cannot be resolved informally within 30 days, both parties agree to seek mediation through a mutually agreed mediator before commencing legal proceedings. The costs of mediation will be shared equally unless otherwise agreed.

15.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the courts without first following the steps above.

16. General

16.1 This Agreement constitutes the entire agreement between the parties relating to the provision of PPC management services and supersedes all prior discussions and agreements on the same subject matter.

16.2 No variation of this Agreement is effective unless made in writing and confirmed by both parties, except as expressly permitted by clauses 2.3 and 4.4.

16.3 If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect.

16.4 No failure or delay by either party in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy.

16.5 The Provider may assign or transfer its rights and obligations under this Agreement to a third party on reasonable notice. The Client may not assign or transfer its rights or obligations without the Provider's prior written consent.

16.6 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

17. Contact

All notices and queries should be directed to:

Winston Web Co Ltd

Company No. 15016093

Unit 5c, the Stables, Tusmore, Bicester, OX27 7SL

info@winstonweb.co.uk