Terms and Conditions for BOLT DMS
Effective Date: 1st January 2025
This agreement outlines the terms under which BOLT DMS (“we,” “our,” “us”) provides advertising campaign management and related services. Each project or service engagement will be governed by an individual Statement of Work (“SOW”), which incorporates the terms of this agreement.
By signing a Statement of Work with us, you (“the Client”) agree to the terms set out below.
1. Definitions
The following terms apply throughout this agreement:
Advertising Platform: The third-party platform specified in a Statement of Work, used to run advertising campaigns.
Campaign: An individual advertising initiative managed by BOLT DMS as described in the Statement of Work.
Campaign Costs: The expenses incurred for purchasing ads on the specified Advertising Platform.
Client Materials: Content or data provided by the Client for use in campaigns.
Fees: Charges for BOLT DMS’s services as outlined in the Statement of Work.
Materials: Any documentation, reports, or other deliverables provided to the Client as part of our services.
Services: Advertising campaign setup, management, and related tasks as defined in the Statement of Work.
Statement of Work (SOW): A binding agreement between BOLT DMS and the Client that details specific services, timelines, and costs.
Websites: The Client’s website(s) or app(s) specified in a Statement of Work.
2. Agreement Structure
2.1 Each Statement of Work is an individual agreement that incorporates the terms of this Master Services Agreement.
2.2 A Statement of Work is binding once signed by both parties.
2.3 In case of conflicts, the terms of the Statement of Work will take precedence over this agreement.
3. Our Responsibilities
We commit to providing the services outlined in the Statement of Work:
Using reasonable skill, care, and expertise.
Aligning with the agreed Campaign Parameters and Client objectives.
Proactively managing Campaign performance within the constraints of the Advertising Platform.
Informing the Client of significant issues, such as potential policy violations or ad disapprovals.
We are not responsible for:
Downtime, interruptions, or changes in functionality caused by third-party Advertising Platforms.
External factors (e.g., market conditions or user behaviour) that affect campaign performance.
Delays caused by the Client’s failure to meet their obligations.
4. Client Responsibilities
The Client agrees to:
Provide accurate and timely Client Materials that meet Advertising Platform requirements.
Ensure their website(s) and campaigns comply with all relevant laws and regulations, including GDPR.
Implement tracking, website adjustments, or other technical requirements specified in the Statement of Work.
Grant BOLT DMS access to Advertising Platform accounts, where applicable.
If the Client fails to meet these responsibilities, BOLT DMS:
Reserves the right to pause campaigns or delay services until the issue is resolved.
Is not liable for any negative impact on campaign performance.
5. Payment and Fees
5.1 Fees and Costs:
Campaign Costs (ad spend) must either be paid directly by the Client to the Advertising Platform or invoiced by BOLT DMS.
Service Fees are invoiced monthly in advance unless otherwise agreed.
Additional expenses (e.g., third-party tools, travel) will be pre-approved and invoiced in arrears.
5.2 Payment Terms:
Invoices must be paid within 30 days of issue.
Late payments will incur interest at 1.5% per month, compounded daily.
Services may be suspended if payments are overdue.
5.3 Non-Refundable Payments:
All deposits and prepaid ad spend are non-refundable, including if a campaign is paused or terminated before completion.
6. Campaign Results and Expectations
6.1 BOLT DMS does not guarantee specific results, including leads, sales, or return on investment (ROI). Campaign outcomes depend on factors beyond our control, such as market conditions and Advertising Platform algorithms.
6.2 Performance reports will be provided as outlined in the Statement of Work but are subject to the accuracy of data provided by third-party platforms.
7. Intellectual Property (IP)
7.1 Materials created by BOLT DMS remain our property unless otherwise agreed in writing. The Client is granted a non-exclusive licence to use these Materials for internal business purposes only.
7.2 The Client warrants that any Client Materials provided:
Do not infringe any third-party intellectual property rights.
Comply with Advertising Platform policies.
The Client indemnifies BOLT DMS against claims resulting from non-compliance with this clause.
8. Confidentiality and Data Protection
8.1 Both parties agree to keep all non-public information confidential, except as required by law or necessary to perform the services.
8.2 BOLT DMS will process Client data in accordance with GDPR. The Client must ensure their website complies with GDPR and includes a valid privacy policy disclosing data collection methods.
9. Limitation of Liability
9.1 BOLT DMS is not liable for:
Loss of profit, revenue, or business opportunity.
Indirect or consequential losses.
Issues caused by third-party Advertising Platforms.
9.2 Our total liability under this agreement is limited to the Fees paid for the relevant Statement of Work.
10. Termination
10.1 Either party may terminate this agreement or a Statement of Work with 30 days’ written notice.
10.2 A Statement of Work may be terminated immediately if:
A party commits a material breach and fails to remedy it within 14 days.
The Client fails to pay invoices after a grace period.
10.3 Upon termination:
All outstanding fees become immediately due.
BOLT DMS will return any unused Client Materials provided fees are fully paid.
11. Publicity
BOLT DMS may reference the Client in marketing materials (e.g., case studies) with prior written consent.
12. Dispute Resolution
Disputes must first be escalated to designated contacts for resolution. If unresolved after 14 days, either party may pursue legal action in the courts of England and Wales.
13. Governing Law
This agreement is governed by the laws of England and Wales.