Last updated: October 2026

Winston Web Co Ltd (company number 15016093) supplies the Smart Ads service on these terms. These Terms sit alongside the Provider's other service terms at winstonweb.co/legal and apply to Smart Ads only.

Last updated: October 2026

Effective Date: The date on which the Client accepts these Terms under clause 2.2, including by clicking "Pay Now" on a payment request, paying the first Budget, or activating a Stripe subscription.

1. Definitions

1.1 In these Terms:

"Ad Networks" means the third-party advertising networks on which Campaigns may run, currently Google Ads, Microsoft Advertising (Bing), Meta (Facebook and Instagram), and TikTok for Business, and any other network the Provider adds to the Service.

"Ad Spend Allocation" means the part of the Budget committed to running Campaigns through the Platform and the Ad Networks, as set out in clause 4.2.

"Agreement" means these Terms together with any proposal, order, onboarding form, or Budget confirmation agreed between the parties in writing.

"Budget" means the monthly amount the Client agrees to pay for the Service, exclusive of VAT, as confirmed in writing at sign-up or later varied under clause 4.

"Campaign" means advertising activity created, published, and managed for the Client through the Platform on one or more Ad Networks.

"Client" means the business that buys the Service.

"Effective Date" has the meaning given in clause 2.1.

"Lead" means a contact event recorded by the Platform or by the Provider's tracking as coming from a Campaign, including a form submission, tracked phone call, message, or click-to-call.

"Management Fee" means the Provider's charge for managing the Service, as set out in clause 4.3.

"Platform" means the third-party advertising technology platform the Provider uses to build, publish, optimise, and report on Campaigns.

"Platform Provider" means the company that operates the Platform.

"Provider" means Winston Web Co Ltd, company number 15016093, registered in England and Wales at Unit 5c, The Stables, Tusmore, Bicester, OX27 7SL.

"Service" or "Smart Ads" means the managed multi-channel advertising service described in clause 3.

"Terms" means these Smart Ads Terms of Service.

"UK GDPR" means the UK General Data Protection Regulation as defined in the Data Protection Act 2018.

1.2 Headings are for convenience only. "Including" means including without limitation. "Written" and "in writing" include email.

2. Acceptance of Terms

2.1 The Agreement starts on the date the Client first accepts these Terms under clause 2.2 (the "Effective Date").

2.2 The Client accepts these Terms by doing any of the following: clicking "Pay Now", "Subscribe", or a similar button on a payment request, invoice, or subscription link that refers to these Terms; paying the first Budget; activating a Stripe subscription for the Service; or asking the Provider to launch a Campaign. Every payment request and subscription link for the Service states that payment is acceptance of these Terms and links to the current version at [URL of the published terms page].

2.3 The person accepting these Terms confirms they are authorised to bind the Client.

2.4 The Service is supplied to businesses only. The Client confirms it is buying the Service for business purposes and not as a consumer.

2.5 Other services the Client buys from the Provider are governed by their own terms. These Terms govern the Service only. Where a written proposal or order for the Service conflicts with these Terms, the proposal or order takes priority on that point.

2.6 The version of these Terms published at the link in clause 2.2 on the Effective Date is the version that applies. The Provider keeps a dated copy of each published version and will supply it on request. Later changes are made only under clause 18.2.

3. The Service

3.1 Smart Ads is a managed advertising service. The Provider uses the Platform to create, publish, and manage Campaigns for the Client across the Ad Networks, and moves the Budget between Ad Networks and Campaigns based on performance.

3.2 The Service includes, as the Provider judges appropriate for the Client's goals and Budget:

(a) Campaign setup, including targeting, ad copy, and creative built from the Client's materials and brand;

(b) publication of Campaigns on one or more Ad Networks;

(c) ongoing optimisation, including allocation of the Budget between Ad Networks and Campaigns by reference to cost per click, cost per Lead, and Lead volume;

(d) conversion tracking as set out in clause 11;

(e) monthly performance reporting showing results by Ad Network; and

(f) reasonable email and phone support during the Provider's working hours.

3.3 The Provider decides how Campaigns are structured, which Ad Networks run in a given month, and how the Budget is allocated. The Client may ask for an Ad Network to be excluded under clause 7.4.

3.4 The Provider may deliver parts of the Service through the Platform's automated systems, including automated bidding, budget allocation, ad variation, and AI-assisted tools.

3.5 The Provider may change the Platform, the Ad Networks, or the methods used to deliver the Service at any time, provided the change does not materially reduce the Service the Client receives.

4. Budget, Ad Spend, and Management Fee

4.1 The Client pays the Budget each month, plus VAT at the prevailing rate. The Provider does not charge more than the agreed Budget in any month without the Client's written agreement.

4.2 The Budget is made up of two parts:

(a) the Ad Spend Allocation, which is the part of the Budget the Provider commits to running Campaigns through the Platform and the Ad Networks, including the Platform's costs; and

(b) the Management Fee, which is the Provider's charge for managing the Service.

4.3 Subject to the minimum in clause 4.6, the Management Fee is 50% of the Ad Spend Allocation, which is one third (33%) of the Budget. For example, a Budget of £1,500 is £1,000 Ad Spend Allocation and £500 Management Fee, plus VAT.

4.4 The Provider invoices the Budget either as a single inclusive amount or as the Ad Spend Allocation and the Management Fee shown separately, as set out in the Client's proposal or payment request. Both arrive at the same total, are allocated under clause 4.3, and are governed by these Terms. How the Budget is shown on an invoice does not change the amount payable or how it is allocated.

4.5 The Ad Spend Allocation is not itemised between Ad Networks, or between media cost and Platform costs, and the Client is not entitled to a breakdown. Reports show results by Ad Network.

4.6 The minimum Budget is £500 per month and the minimum Management Fee is £250 per month. Where one third of the Budget would be less than £250, the Management Fee is £250 and the Ad Spend Allocation is the balance of the Budget. For example, a Budget of £500 is £250 Ad Spend Allocation and £250 Management Fee, plus VAT. The Provider may agree a different minimum with a particular Client in writing.

4.7 The Client may increase or decrease the Budget by giving the Provider at least 7 days' written notice before the next billing date. The change applies from that billing date. A request to go below the minimum Budget is treated as notice to terminate under clause 6.2.

4.8 The Provider may change the minimum Budget, the Management Fee ratio, or these pricing terms on at least 30 days' written notice. The Client may terminate under clause 6.2 if it does not accept the change.

4.9 The Ad Spend Allocation is deployed during the month for which it is paid. Where the Platform or the Ad Networks deploy less than the full Ad Spend Allocation in a month for reasons within the Provider's or the Platform's control, the undeployed amount is carried forward and deployed in the following month. Once deployed, Ad Spend Allocation is spent and is not refundable in any circumstances. The Management Fee is earned for each month the Service is available to the Client and is not carried forward or refunded.

4.10 If the Client asks for Campaigns to be paused, the Budget remains payable for the paused period. Undeployed Ad Spend Allocation is carried forward under clause 4.9 and deployed when Campaigns resume.

5. Payment Terms

5.1 The Budget is payable monthly in advance by Stripe subscription or by invoice, as agreed at sign-up.

5.2 Invoices are due within 7 days of issue. Stripe subscriptions are charged automatically on the billing date each month.

5.3 Campaigns launch once the first Budget payment has cleared and the Provider has the information, materials, and access it needs. Any launch date given is an estimate.

5.4 If a payment fails or an invoice remains unpaid 7 days after its due date, the Provider may pause all Campaigns without further notice. Campaigns resume once payment clears. Relaunching paused Campaigns can take up to 5 working days and may reset the Ad Networks' learning, which can affect performance for a period after relaunch. The Provider is not liable for any loss arising from a pause for non-payment.

5.5 The Provider may charge interest on late payments at 8% a year above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed compensation that Act allows.

5.6 The Client must raise any dispute about an invoice within 7 days of its date. Undisputed amounts remain payable on time.

5.7 The Client must keep its payment details current.

6. Term and Termination

6.1 The Agreement runs from the Effective Date on a rolling monthly basis until terminated under this clause.

6.2 Either party may terminate the Agreement by giving the other at least 30 days' written notice. Notice from the Client must be sent by email to info@winstonweb.co.uk. Cancellation takes effect only by notice under this clause. Cancelling a payment, stopping a Stripe subscription, or asking for Campaigns to be paused is not notice.

6.3 Any Budget that falls due during the notice period is payable in full. No part of the Budget is refunded or reduced pro rata on termination. Where the Client has paid for a billing month that runs past the end of the notice period, Campaigns continue to the end of that month. Otherwise Campaigns stop at the end of the notice period, or earlier if the Client asks. Stopping earlier does not reduce the Budget payable.

6.4 The Provider may terminate immediately by written notice if the Client:

(a) has not paid an amount due within 14 days of its due date;

(b) is in material breach of these Terms and, where the breach can be fixed, has not fixed it within 14 days of being asked;

(c) runs, or asks the Provider to run, advertising that breaches an Ad Network's policies or the law; or

(d) becomes insolvent, enters administration or liquidation, or stops trading.

6.5 On termination:

(a) all Campaigns stop on the date set by clause 6.3, or on the date of immediate termination;

(b) no part of the Budget is refunded. Ad Spend Allocation carried forward under clause 4.9 is deployed before the termination date where possible, and any amount still undeployed on that date is not refunded;

(c) the Client remains liable for all amounts due up to the termination date;

(d) the Provider sends the Client its final monthly report; and

(e) clauses 8, 12, 14, 15, 16, and 17 continue to apply.

6.6 Campaigns run in accounts held by the Platform Provider. They cannot be transferred to the Client or to another agency on termination. Clause 8.4 explains what this means.

7. How Campaigns Are Run

7.1 The Provider may run Campaigns on any or all of the Ad Networks. No fixed split of the Budget between Ad Networks is promised. In any month an Ad Network may receive all, some, or none of the Budget.

7.2 The Budget is allocated and re-allocated between Ad Networks and Campaigns, within a month and from month to month, by reference to performance signals including cost per click, cost per Lead, Lead volume, and conversion data. A lower cost per click does not always mean better Leads, so the Provider may weigh Lead quality and conversion data over cost per click. The Provider and the Platform's automated systems make these adjustments without further approval from the Client.

7.3 The Client authorises the Provider and the Platform to create, edit, pause, and remove ads, audiences, keywords, targeting, and landing pages as the Provider judges appropriate to deliver the Service.

7.4 The Client may ask in writing for a named Ad Network to be excluded. The Provider applies the exclusion from the next billing date. The Client accepts that excluding an Ad Network may raise the cost per Lead.

7.5 The Client may give the Provider reasonable instructions on messaging, offers, service areas, and the services to promote. The Provider follows them where they are lawful, comply with Ad Network policies, and are workable within the Service, and decides how to apply them.

7.6 Ad copy and creative are produced from information and materials supplied by the Client and from the Client's website and public profiles. The Client is responsible for the accuracy of that information under clause 10.

7.7 The Provider seeks the Client's approval before publishing a new offer, price, or claim about the Client's business that the Client has not already supplied. Where the Client asks to approve all ads before they go live, the Provider sends them for approval. If the Client does not respond within 3 working days, the ads are treated as approved. The Provider may update approved ads under clause 7.2 without further approval where the message is not materially changed.

7.8 Ads may appear across each Ad Network's inventory, including search, display, video, shopping, social feeds, Reels, Stories, in-feed video, and partner sites, as the Ad Network and the Platform determine.

8. The Platform and Ad Networks

8.1 The Service is delivered through the Platform, which is owned and operated by the Platform Provider, an independent third party. The identity of the Platform Provider, and a link to its current terms, are available from the Provider on written request.

8.2 Campaigns run in advertising accounts held and controlled by the Platform Provider, not by the Client or the Provider. The Client does not have direct access to those accounts or to the Ad Networks' own interfaces for Campaigns run under the Service. The Client sees Campaign activity through the Provider's reporting and any dashboard the Provider makes available.

8.3 Campaigns are subject to the Platform Provider's terms and to each Ad Network's advertising policies and terms, as updated from time to time. By supplying materials for a Campaign or asking for one to run, the Client agrees to comply with those terms and policies so far as they apply to the Client's Campaigns, and to be bound by them where the Ad Networks or the Platform Provider require it. Links to the current versions are available from the Provider on request.

8.4 Because the accounts are held by the Platform Provider, Campaign structures, audiences, bidding configurations, and in-account history cannot be transferred to the Client or to another agency on termination. The Client keeps the reports supplied to it and its own materials under clause 15.

8.5 The Platform Provider and the Ad Networks may edit, decline, pause, limit, or remove ads, Campaigns, or accounts at any time, including to comply with their policies or the law. Clause 13 sets out what happens if they do.

8.6 The Provider does not act as agent for the Platform Provider or any Ad Network. None of them is a party to the Agreement.

8.7 The Provider may change the Platform Provider. If it does, the Provider tells the Client in writing and the Client may object under clause 14.5.

9. Exclusions

9.1 Unless agreed and priced separately in writing, the Service does not include:

(a) design or build of the Client's website, or of any landing page other than landing pages created through the Platform;

(b) organic social media posting or community management;

(c) SEO, Google Business Profile management, or review management;

(d) photography, video production, or bespoke creative beyond ad formats built from the Client's existing materials;

(e) management of advertising accounts owned by the Client or run outside the Platform;

(f) email, SMS, print, or any marketing outside the Ad Networks;

(g) sales follow-up, lead qualification, or CRM management; and

(h) advertising for products or services that the Ad Networks restrict or prohibit.

10. Client Responsibilities

10.1 The Client must:

(a) give the Provider accurate and complete information about its business, services, prices, offers, service areas, trading hours, and contact details, and tell the Provider promptly of any change;

(b) make sure every claim, price, offer, guarantee, accreditation, and comparison it supplies for use in Campaigns is true, can be substantiated, and is lawful, including under UK consumer protection law and the CAP Code;

(c) hold, or have licences for, all rights in the logos, images, video, text, and other materials it supplies, and grant the licence in clause 15.2;

(d) hold all licences, registrations, and accreditations needed to supply the services it advertises;

(e) give the Provider and the Platform the access needed to install and maintain tracking on the Client's website and landing pages under clause 11, and not remove that tracking while the Service runs;

(f) keep its website, landing pages, phone lines, and enquiry forms working, and answer Leads promptly;

(g) tell the Provider within 7 days about Lead quality problems, spam, or wrong-number calls, so targeting can be adjusted;

(h) not ask the Provider to run advertising that is misleading, discriminatory, or in breach of an Ad Network's policies or the law; and

(i) respond to the Provider's requests for information or approval within 3 working days.

10.2 The Client indemnifies the Provider against claims, fines, losses, and costs arising from materials or instructions the Client supplies, from the Client's products or services, or from the Client's breach of clause 10.1.

10.3 Where the Client's delay or failure under this clause stops the Provider delivering the Service, the Budget remains payable.

11. Tracking, Landing Pages, and Leads

11.1 To measure Campaigns and allocate the Budget, the Provider and the Platform may place tags, pixels, scripts, and conversion tracking on the Client's website and on any landing pages used for Campaigns, and may use tracked phone numbers. The Client authorises this.

11.2 Campaigns may send traffic to pages on the Client's website or to landing pages built and hosted through the Platform. Landing pages hosted through the Platform are available only while the Service runs.

11.3 Tracked phone numbers and call recording, where used, are provided under the Provider's Call Tracking Terms, which apply alongside these Terms. Tracked numbers are not transferable and stop working when the Service ends. The Client must not publish a tracked number as its main business number.

11.4 Lead counts in reports are those recorded by the Platform and the Provider's tracking. They may differ from the Client's own records because of tracking blockers, duplicate contacts, or enquiries made outside tracked channels. The Provider's records are used for reporting and optimisation.

11.5 A Lead is a contact event, not a sale or a qualified prospect. The Provider does not warrant the quality, intent, or value of any Lead. No part of the Budget is refundable because Leads do not convert.

11.6 The Client must make sure its website privacy notice and cookie consent cover the tracking in this clause. The Provider can supply suggested wording on request.

12. Performance Disclaimer

12.1 Advertising performance depends on factors outside the Provider's control, including Ad Network auctions, competitor activity, seasonality, the Client's website, pricing, reputation, and how quickly the Client answers enquiries.

12.2 The Provider makes no guarantee of clicks, impressions, Leads, cost per click, cost per Lead, sales, revenue, or return on spend. Figures in proposals, reports, or conversations are estimates or past results, not promises.

12.3 The first 30 to 60 days of a Campaign are a learning period and are not a measure of the Service.

12.4 Nothing in this clause limits the Provider's obligation to deliver the Service with reasonable skill and care.

13. Platform Interruptions and Campaign Changes

13.1 The Provider is not responsible for outages, delays, errors, or changes in the Platform or any Ad Network, including changes to features, pricing, auctions, policies, or reporting.

13.2 If the Platform Provider or an Ad Network declines, edits, pauses, limits, or removes an ad, Campaign, or account, the Provider tells the Client as soon as reasonably practical, explains the reason where known, and works with the Client to resolve it where it can be resolved. Where it cannot, the Provider may move the Ad Spend Allocation to other Ad Networks.

13.3 Ad Spend Allocation already deployed is not refundable because of an interruption, change, or removal under this clause. Where an interruption within the Platform's control leaves Ad Spend Allocation undeployed, clause 4.9 applies.

13.4 Where the Platform Provider or an Ad Network suspends or closes an account because of the Client's materials, instructions, products, services, or conduct, the Provider may terminate under clause 6.4 and the Budget for the current month remains payable.

14. Data Protection

14.1 Each party will comply with the UK GDPR and the Data Protection Act 2018.

14.2 Personal data about the Client's customers and prospects, including Lead details, call recordings, and website visitor data collected through tracking, is processed by the Provider on the Client's behalf. For that data the Client is the controller and the Provider is a processor.

14.3 As processor the Provider will: process the data only on the Client's documented instructions, which include these Terms; keep it confidential; apply appropriate technical and organisational security; assist the Client with data subject requests and security incidents as the law requires; tell the Client without undue delay of any personal data breach affecting the data; and delete or return the data at the end of the Service, except where law requires it to be kept.

14.4 The Client authorises the Provider to engage sub-processors to deliver the Service, including the Platform Provider, the Ad Networks, and hosting, call tracking, analytics, and reporting providers. Sub-processors may process data outside the UK. The Provider will make sure any transfer is covered by an adequacy decision or appropriate safeguards. A current list of sub-processors is available from the Provider on written request.

14.5 The Provider tells the Client in writing of any new sub-processor at least 14 days before it starts. The Client may object on reasonable data protection grounds within that period. If the objection cannot be resolved, either party may terminate on 30 days' written notice.

14.6 Each party is an independent controller of the other party's business contact data (names, roles, emails, and phone numbers) used to manage the Agreement.

14.7 The Ad Networks process data about people who see or click ads as independent controllers under their own terms and privacy policies. The Provider is not responsible for that processing.

14.8 The Provider's Privacy Policy at winstonweb.co/privacy explains how the Provider handles personal data.

14.9 The Client must not supply special category personal data, or customer lists for audience targeting, without the Provider's prior written agreement.

15. Confidentiality and Intellectual Property

15.1 Each party keeps the other's confidential information confidential and uses it only for the Agreement. This does not apply to information that is public, already known to the receiving party, independently developed, or that must be disclosed by law. The Provider may share Client information with the Platform Provider and the Ad Networks as needed to deliver the Service.

15.2 The Client keeps ownership of its name, logos, images, text, and other materials. It grants the Provider and the Platform Provider a non-exclusive, royalty-free licence to use, edit, and adapt them for Campaigns during the Agreement.

15.3 Ad copy, ad creative, and landing page copy the Provider produces for the Client become the Client's property once the Budget for the month in which they were produced is paid. The Client may keep and reuse copies supplied to it.

15.4 Campaign structures, targeting settings, audiences, bidding configurations, in-account data, and the Platform's own tools, models, and outputs remain with the Provider or the Platform Provider and are not transferred to the Client. Clause 8.4 applies.

15.5 The Provider's methods, frameworks, reporting templates, and know-how remain the Provider's property.

15.6 The Client keeps the monthly reports supplied to it and may use them for its own business.

15.7 The Provider may name the Client and describe the results achieved in its own marketing unless the Client asks it not to in writing.

16. Liability

16.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited by law.

16.2 Subject to clause 16.1, the Provider is not liable for loss of profits, revenue, business, contracts, goodwill, or anticipated savings, loss or corruption of data, or any indirect or consequential loss, however arising.

16.3 Subject to clause 16.1, the Provider's total liability under or in connection with the Agreement is limited to the total Management Fees paid by the Client in the 3 months before the event giving rise to the claim.

16.4 The Provider is not liable for the acts or omissions of the Platform Provider or any Ad Network, for the content of third-party websites, or for the quality of Leads.

16.5 The Client must bring any claim within 12 months of becoming aware of the facts giving rise to it.

17. Dispute Resolution

17.1 If a dispute arises, the parties first try to resolve it by discussion between senior representatives within 14 days of either party raising it in writing.

17.2 If that fails, either party may propose mediation before starting court proceedings. Neither party is obliged to mediate.

17.3 The Agreement and any dispute or claim arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

18. General

18.1 The Agreement is the whole agreement between the parties for the Service and replaces any earlier discussions or proposals about it.

18.2 The Provider may update these Terms on at least 30 days' written notice. The Client may terminate under clause 6.2 if it does not accept the change. Continuing to pay the Budget after the change takes effect is acceptance of it.

18.3 Neither party is liable for failure or delay caused by events beyond its reasonable control, including Ad Network or Platform outages, internet failures, or regulatory action. Where such an event stops all Campaigns for more than 14 consecutive days, either party may terminate on written notice and clause 6.5 applies.

18.4 The Client may not assign or transfer the Agreement without the Provider's written consent. The Provider may assign the Agreement to a buyer of its business, or to a company in its group, on written notice to the Client.

18.5 The Provider may use subcontractors and freelancers to deliver the Service and remains responsible for their work.

18.6 If any clause is found unenforceable, the rest of the Terms continue to apply.

18.7 A delay in enforcing a right is not a waiver of it.

18.8 Notices must be in writing. Notices to the Provider go to info@winstonweb.co.uk. Notices to the Client go to the email address on its account. Email notices are treated as received on the next working day.

18.9 No one other than the parties may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.



19. Contact

Winston Web Co Ltd

Company number 15016093, registered in England and Wales

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

info@winstonweb.co.uk

01869 931023