Core Foundation
Section 1.0
1. Master Agreement & Scope of Work (SOW)
These Terms of Service ("Terms") constitute a legally binding agreement between Digital Optimizer ("Agency", "we", "us", or "our") and the client ("Client", "you", or "your"). By accepting an agency proposal, executing a Statement of Work (SOW), submitting payment for an invoice, or utilizing any services provided on digitaloptimizer.co.uk or through our client portals, you explicitly agree to adhere to these terms.
Statements of Work (SOW)
Specific deliverables, KPI targets, ad spend thresholds, sprint timelines, and monthly retainers are outlined in designated digital proposals or SOW documents that incorporate these terms by reference.
Scope Modifications (Change Orders)
Any material alterations to project deliverables, additional feature requests, or channel expansions outside the active SOW will be formally quoted as written Change Orders prior to execution.
Service Terms: SMM & Paid Social
Section 2.0
2. Social Media Marketing (SMM) & Paid Social Advertising Terms
Our Social Media Marketing and Paid Advertising services cover campaigns across Meta (Facebook & Instagram), TikTok Ads, LinkedIn Ads, Pinterest, and YouTube Shorts. The following stipulations apply to all social media management and media buying agreements:
Direct Ad Spend Billing: All advertising platform spend is billed directly by the relevant advertising network (e.g., Meta Platforms, Inc., ByteDance, LinkedIn Corporation) to the Client's registered credit card or payment profile. Digital Optimizer’s management fee covers strategy, creative production, ad copywriting, audience modeling, bid optimization, and reporting only.
Creative Approvals & Sprint Workflows: All ad copy, visual assets, User-Generated Content (UGC), and promotional concepts are submitted via our client portal or staging sheet. The Client is granted forty-eight (48) business hours to request revisions. In the absence of timely feedback, scheduled evergreen campaigns will launch as planned to avoid performance degradation.
Platform Policy Compliance: While Digital Optimizer crafts high-converting assets in accordance with platform advertising standards, third-party platforms reserve unilateral rights to reject ads or flag accounts. The Agency is not liable for temporary account restrictions, algorithmic review delays, or platform policy alterations instituted by Meta, TikTok, or LinkedIn.
Asset Licensure & Trademarks: The Client certifies that all logos, product imagery, brand trademarks, and source assets provided to the Agency are legally owned by or licensed to the Client.
Ad Account Ownership Guarantee
The Client maintains 100% legal ownership and administrative access to all native Business Managers and ad accounts. Digital Optimizer operates strictly via Partner Access or Delegated Manager roles, ensuring you never lose your audience data, pixels, or campaign history.
Service Terms: Google Ads & PPC
Section 3.0
3. Google Ads, Search, Shopping & Performance Max (PPC) Terms
Our Paid Search management services encompass Google Search, Google Shopping, Performance Max (PMax), Display Network, YouTube In-Stream Ads, and Google Merchant Center optimization.
Auction Bidding & Cost Dynamics: Cost-Per-Click (CPC), Cost-Per-Acquisition (CPA), and Impression Share are dictated by real-time bidding algorithms and market competition. While Digital Optimizer applies negative keyword sculpting, smart bidding strategies, and audience exclusions to maximize ROAS, we do not warrant fixed auction pricing.
Budget Allocations: Monthly ad budgets are configured directly inside Google Ads. The Client acknowledges that Google may dynamically adjust daily spend up to 2x the average daily budget on high-traffic days, balancing across a 30.4-day billing period in accordance with Google Ads standard billing rules.
Tracking & Attribution Setup: The Agency configures and monitors Google Tag Manager (GTM), Google Analytics 4 (GA4), Enhanced Conversions, and offline conversion imports. The Client must maintain functional website access to ensure tracking scripts remain active without third-party theme overwrite.
Google Merchant Center Compliance: For eCommerce clients, product feed approvals depend on site checkout transparency, clear return policies, and valid GTIN/UPC barcodes. The Client must resolve product-level manufacturer compliance notices promptly.
Service Terms: Web Development
Section 4.0
4. Custom Web Development & Performance Engineering Terms
Digital Optimizer engineers custom, sub-second web platforms, bespoke React/Next.js systems, Shopify/WordPress enterprise themes, and conversion-engineered landing pages.
Milestone Phases & Approvals
Web projects proceed through: (1) Architecture & UX Wireframes, (2) UI Design Approval, (3) Full-Stack Development & Speed Optimization, (4) QA Testing & Staging Review, and (5) Production DNS Go-Live. Formal written approval is required at each milestone before proceeding.
30-Day Post-Launch Warranty
Every custom web build includes a thirty (30) day post-launch warranty covering bug remediation and functional defects resulting from code developed by the Agency. Modifications made by third-party developers or plugin updates during this window void warranty coverage.
Browser & Device Compatibility: Websites are engineered for full responsiveness across standard modern evergreen desktop, tablet, and mobile browsers (Google Chrome, Apple Safari, Mozilla Firefox, and Microsoft Edge). Support for legacy, non-standard, or deprecated browsers (e.g., Internet Explorer) is explicitly excluded.
Hosting, Domains & Third-Party APIs: Cloud hosting subscriptions (Vercel, AWS, Cloudflare, WP Engine), domain registration, SSL certificates, and paid third-party API subscriptions (e.g., Stripe, SendGrid, Twilio, Google Maps) are the direct financial responsibility of the Client.
Codebase & Repository Transfer: Full repository ownership, source code, build scripts, and production database credentials will be unconditionally transferred to the Client upon 100% settlement of all project invoices.
Service Terms: Organic SEO
Section 5.0
5. Search Engine Optimization (SEO) & Search Science Terms
Our Search Engine Optimization services encompass Technical Core Web Vitals audits, on-page optimization, semantic entity clustering, schema markup architecture, content strategy, and white-hat digital PR link building.
Search Engine Disclaimers & Algorithmic Realities: Digital Optimizer strictly adheres to Google Search Essentials and industry white-hat methodologies. Due to the independent nature of Google’s indexing algorithms, personal search history factors, and ongoing search engine updates, no marketing agency can ethically guarantee a specific numerical ranking (such as permanent "#1 position") for designated keywords.
Organic Growth Timelines: Organic search optimization is a compounding medium-to-long-term strategic channel. Significant organic traffic and keyword indexing expansions typically materialize across 3 to 6 months of continuous technical enhancements and topical authority building.
Historical Domain Penalties: The Agency is not responsible for domain authority drops resulting from historical algorithmic penalties, manipulative link schemes, or toxic backlink networks established prior to the commencement of Digital Optimizer's contract.
Technical Implementation Access: To execute on-page schema, speed compression, and URL rewrites, the Client must grant appropriate CMS, FTP, or GitHub repository permissions. Delays in access provisioning will correspondingly shift target delivery milestones.
Service Terms: CRO & Tracking
Section 6.0
6. Conversion Rate Optimization (CRO) & Data Tracking Terms
CRO and tracking services include heatmaps (Hotjar / Microsoft Clarity), user session analysis, multivariate A/B testing, Meta Conversions API (CAPI), and GA4 multi-channel attribution modeling.
Privacy & Cookie Consent Compliance: The Client is responsible for ensuring their website features a legally compliant Cookie Consent Banner (GDPR / CCPA / ePrivacy Directive). Digital Optimizer configures tags to respect User Consent States via Google Consent Mode v2.
Statistical Significance in Split Testing: A/B test variations require sufficient baseline traffic volume and conversion events to reach 95%+ statistical significance before declaring winning variants.
Operational SLA
Section 7.0
7. Client Obligations & Platform Access Protocols
Timely, high-performing campaign execution requires mutual collaboration. The Client agrees to:
- Provide Asset Access: Supply required brand collateral, high-res logos, product feeds, DNS access, Google Tag Manager, and ad account permissions within five (5) business days of onboarding.
- Designated Contact: Appoint a primary decision-maker with authority to approve campaign budgets, creative directions, and technical deployments.
- Timely Feedback: Respond to design drafts, copy proposals, and milestone reviews within three (3) business days to maintain scheduled launch sprints.
- Content Legality: Ensure that all products, services, claims, and guarantees marketed through our campaigns comply fully with applicable national, state, and local advertising laws.
Financial Governance
Section 8.0
8. Fees, Invoicing, Retainers & Payment Terms
All financial arrangements are governed by strict commercial clarity:
Monthly Management Retainers: Retainers for Social Media Marketing, Google Ads, SEO, and Growth Ops are billed in advance on a recurring thirty (30) day billing cycle. Work for each cycle commences upon receipt of retainer funds.
Web Engineering Milestone Billing: Fixed-price web development projects are billed on standard milestone phases (e.g., 50% deposit upon contract signing, 50% upon final staging approval prior to production DNS migration).
Payment Methods & Currency: Payments are accepted via Electronic Bank Transfer (BACS / CHAPS / SEPA / Wire), Stripe, Credit Card, or Corporate Debit. Invoices are payable in GBP (£), USD ($), or EUR (€) as specified in your statement of work.
Late Payment Policy: Invoices overdue by more than seven (7) business days are subject to a late fee of 1.5% per month (or the statutory maximum) and may result in the temporary suspension of active campaign optimization and development sprints until accounts are settled.
Non-Refundable Work Completed: Agency fees compensate professional time, strategy architecture, creative production, and engineering talent expended. Completed labor and monthly retainer periods are strictly non-refundable once the billing cycle has commenced.
Intellectual Property
Section 9.0
9. Intellectual Property Rights & Deliverables Transfer
We believe in total client ownership and clear intellectual property boundaries:
Client Deliverables: Upon 100% full payment of all related invoices, all custom graphics, ad creatives, copy assets, bespoke landing pages, and website source code created specifically for the Client become the exclusive intellectual property of the Client.
Agency Proprietary Frameworks: Digital Optimizer retains ownership of its proprietary internal tools, spreadsheet models, custom analytics scripts, automation macros, and general engineering libraries utilized across multiple client deployments.
Portfolio & Case Study Showcase: Unless explicitly restricted by an active bilateral Non-Disclosure Agreement (NDA), the Client grants Digital Optimizer a non-exclusive license to showcase anonymized growth statistics, campaign creative examples, and website screenshots in digital marketing case studies and agency portfolios.
Privacy & Security
Section 10.0
10. Mutual Confidentiality & Non-Disclosure (NDA)
Both parties agree that all confidential information—including customer lists, financial data, revenue figures, product roadmaps, ad conversion metrics, conversion rate data, and trade secrets—exchanged during the business relationship will remain strictly confidential and will not be disclosed to any third party without prior written authorization, except as required by law.
Risk & Legal Guardrails
Section 11.0
11. Warranties, Disclaimers & Limitation of Liability
Standard Legal Disclaimer: To the maximum extent permitted by applicable law, Digital Optimizer provides all services on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including fitness for a particular commercial purpose.
- Third-Party Outages: Digital Optimizer shall not be held liable for losses arising from downtime, server failures, API deprecations, or policy modifications enacted by third parties including Google, Meta, TikTok, Shopify, AWS, or cloud hosting providers.
- Liability Cap: In no event shall Digital Optimizer’s aggregate commercial liability arising out of or related to these terms or any SOW exceed the total fees actually paid by the Client to the Agency during the three (3) months immediately preceding the event giving rise to the claim.
- Consequential Damages: Neither party shall be liable for indirect, incidental, special, exemplary, or consequential damages (including loss of profits, revenue, or business reputation).
Contract Lifecycle
Section 12.0
12. Term, Retainer Renewals & Cancellation Policy
We believe in earning our clients' partnership every single month:
Notice Period: Monthly retainer agreements automatically renew on a 30-day rolling cycle. Either party may terminate a monthly marketing retainer by providing thirty (30) days written notice via email to their dedicated account manager or legal inbox.
Orderly Handover & Offboarding: During the 30-day notice period, the Agency will maintain active campaigns, finalize ongoing deliverables, and ensure an orderly handover of all access credentials, data tracking scripts, and repository files.
Termination for Cause: Either party may terminate the agreement immediately upon written notice if the other party breaches any material term and fails to cure such breach within fourteen (14) days of written notification.
Jurisdiction
Section 13.0
13. Governing Law, Dispute Resolution & Official Contact
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to conflict of law principles. Any dispute shall first be negotiated in good faith before pursuing mediation or arbitration.
Agency Legal & Billing Department