1. DEFINITIONS

1.1 The "Contract Start Date" is the date on which the agreement between the client ("you") and Oxford Internet Marketing Limited ("us") comes into force.
1.2 The "Contract Duration" is the period for which the agreement remains in force after the Start Date.
1.3 The "Ad Spend" is the total cost of advertising services purchased by you from third parties for campaigns we manage on your behalf.
1.4 The "Management Fee" is the percentage of Ad Spend payable by you to Oxford Internet Marketing for managing campaigns on your behalf.
1.5 "The campaign(s)" is / are any campaign or campaigns we manage on your behalf.
1.6 "Your Website(s)" is / are any website or websites promoted diectly or indirectly by The Campaign(s).

2. PAYMENT TERMS

2.1 You agree to pay us a Monthly Management Fee for the Contract Duration. The Monthly Management Fee will be calculated using the Ad Spend incurred in each calendar month during the Contract Duration and is payable within 14 days of the end of each calendar month.
2.2 You agree to settle costs directly with any third party service provider from which you purchase the advertising services used in The Campaign(s), in accordance with their payment terms and conditions.

3. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

3.1 Throughout the Contract Duration, you agree that any knowledge gained from The Campaign(s) will not be used in any campaign not managed by us. This includes, but is not limited to, any knowledge derived directly or indirectly from keyword research, campaign analysis and web site analytics.
3.2 If the agreement is terminated before the expiry of the Contract Duration, we reserve the right to remove any keywords and ads we have created in The Campaign(s).
3.3 You agree that we have full and exclusive editorial control over the The Campaign(s), including, but not limited to, keywords, ad copy & media and choice of campaign landing pages. You agree not to make any changes to The Campaign(s) without our agreement.
3.4 You agree to grant us full access to The Campaign(s) and not to remove or reduce that access for the Contract Duration.
3.5 We agree to keep confidential details of your advertising spend, keywords and campaign performance and returns.

4. USE OF SERVICE CONDITIONS

4.1 You warrant the accuracy, truthfulness and reliability of any information (including statements of opinion or advice) which you publish on Your Website(s).
4.2 You warrant that you are authorised to promote any information which you do so on Your Website(s).
4.3 You are entirely responsible for any civil or criminal liability that is incurred as a result of your use of Your Website(s).

5. INDEMNITY BY YOU

5.1 You will be liable for and you agree to indemnify us for our reasonable legal costs incurred in defending any defamation or libel action caused by Your Website(s)' content or any content of The Campaign(s) not created or authorised by us (see 3.3). You agree to indemnify us for any damages which are awarded against us by a court of law or which we pay as a result of settling such an action upon legal advice.
5.2 You will also be liable for and you agree to indemnify us for our reasonable legal costs incurred in defending any other criminal or civil action caused by Your Website(s)' content or any content of The Campaign(s) not created or authorised by us (see 3.3). You agree to indemnify us for any fines, damages or other penalties or financial sanctions which are awarded against us or become payable by us at any time by a court of law or which we pay as a result of settling such an action upon legal advice.
5.3 For the avoidance of doubt, you agree to indemnify us from and against any and all liabilities, expenses (including legal fees) and damages arising out of claims based upon or relating to the use of Your Website(s) or any content of The Campaign(s) not created or authorised by us (see 3.3), including any claim of libel, defamation, violation of rights of privacy or publicity, fraud, infringement of intellectual property or other rights or other claims whatsoever.

6. SERVICE PROVISION

6.1 We make no representations or warranties regarding the services provided by us.
6.2 We will not accept liability for failures in our service which occur due to force majeure, matters outside our control or which are not reasonably foreseeable.

7. TERMINATION

7.1 Either party may terminate this agreement forthwith by notice in writing to the other if the other party: is in material breach of any of the terms of this agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or (being a partnership or other unincorporated association) is dissolved; or (being a natural person) dies; or becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or ceases, or threatens to cease, to carry on business.
7.2 We may terminate this agreement forthwith by notice in writing to you if you fail to pay our Management Fees within 15 days of them becoming overdue.