HelloClicks Terms Of Business

1. General

1.1. These terms of business (these “Terms”) set out the basis on which our services are provided, and are of general application. In a separate engagement letter (the “Engagement Letter”) we provide further information setting out the specific terms applying to the particular services for which you have agreed to engage us (the “Services”). The Engagement Letter and these Terms should be read together. In the event of any inconsistency between the Engagement Letter and these Terms, the Engagement Letter shall prevail. By accepting, using or receiving the Services you agree to be bound by these Terms.

1.2. HelloClicks is the trading name of Rock Box Media Limited, which is a company registered in the Island of Jersey with registration number 130162 and has its registered office at Beachside Business Centre, Rue Du Hocq, St Clement, Jersey JE2 6LF.

1.3. In these Terms “we”, “us” or “our” means each of HelloClicks and its affiliates, including any subsidiary, subsidiary undertaking or holding company of such company, and any subsidiary or subsidiary undertaking of any such holding company for the time being.

1.4. Any reference in these Terms to a particular law (or a term defined in a particular law) is reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and including any subordinate legislation for the time being in force made under it.

1.5. These Terms may be amended or restated from time to time. You should take sufficient time to read these Terms and the Engagement Letter, before you begin to use our Services. You should contact us to ask for further information or seek independent professional advice if you do not understand something.

2. Services

2.1. The Engagement Letter includes a summary of the Services that we have agreed to provide to you. We shall not be responsible for any matter which falls outside of the scope of the Services.

2.2. HelloClicks may appoint third parties to assist us in delivering the Services (“Third Party Service Providers”), which we may do without your approval. Where we appoint Third Party Service Providers under this clause, for all purposes in connection with the Services, their work will be deemed to be part of the Services we are providing under these Terms and the Engagement Letter. Third Party Service Providers may require that you to agree to their terms and conditions of business and for you to provide information to them before the Services can be performed by such Third Party Service Providers. Copies of Third Party Service Providers’ terms and conditions of business can be requested by emailing sayhello@helloclicks.co.uk .

2.3. Where a Third Party Service Provider ceases to perform any services required for the Services, we shall take reasonable, but commercially prudent, steps to appoint a replacement Third Party Service Provider.

2.4. Without affecting clause 6, we shall not be liable to you for any matter arising in connection with any of the services provided by a Third Party Service Provider, except for any losses resulting solely out of or based solely upon our gross negligence, wilful misconduct, bad faith or fraud in the performance of our duties under these Terms or the Engagement Letter.

3. No Guarantee of a Specific Result

3.1. Regardless of any perceived representation to the contrary, HelloClicks in no way guarantees a specific result for you. You understand and agree that you have engaged us to provide a service to generate results, but that results are never guaranteed. It is understood and agreed that we have no control over Google or other advertising platforms.

4. Data Protection

4.1. The following definitions apply in this clause 4:
“Business Purposes” means the Services described in these Terms or the Engagement Letter, or any other purpose specifically identified in writing by us from time to time.
“Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) (together with laws implementing or supplementing the GDPR, in each case as amended and superseded from time to time), the Data Protection (Jersey) Law, 2018 (the “DP Law”) and any secondary legislation made under the DP Law and/or all applicable laws, rules, regulations, regulatory guidance, regulatory requirements from time to time, in each case in each jurisdiction where the services are delivered.

4.2. Unless otherwise specified “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process/Processed/Processing” and “Supervisory Authority” shall have the same meaning as in the Data Protection Legislation.

4.3. We will act as a separate and independent Controller in relation to the Personal Data which we Process pursuant to these Terms.

4.4. In the performance of these Terms we will comply with our respective obligations under the Data Protection Legislation in respect to the Processing of Personal Data.

4.5. In performing obligations under these Terms and the Engagement Letter, you may transfer or disclose Personal Data to us. You warrant, undertake and confirm that:

(a) any such disclosure or transfer will not give rise to any breach of any provision of the Data Protection Legislation, any duty of confidentiality, any intellectual property rights of a third party or any contractual obligation on its part;
(b) you will only disclose the Personal Data for one or more defined Business Purposes which are consistent with the terms of these Terms (other than to comply with a requirement of applicable law to which a party is subject);
(c) where necessary, you will take all reasonable steps appropriate to provide a fair Processing notice to those Data Subject(s) whose Personal Data are to be disclosed under these Terms, informing them that their Personal Data will be disclosed to us for the Business Purposes; and
(d) where necessary, you have obtained all necessary consents or authorisations required to permit the disclosure of such Personal Data to us for the Business Purposes.

4.6. You shall comply with applicable Data Protection Legislation and, without limiting the foregoing:

(a) put in place and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing or accidental destruction, loss or damage taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the freedoms of natural persons;
(b) have adequate security programmes and procedures to ensure that only authorised personnel have access to Personal Data and that any persons authorised to have access to Personal Data shall respect and maintain all due confidentiality;
(c) only Process the Personal Data for the Business Purposes;
(d) not Process Personal Data for longer than is necessary to carry out the Business Purposes (other than to comply with a requirement of applicable law to which we are subject);
(e) notify you without undue delay following any Personal Data Breach involving the Personal Data; and
(f) we shall co-operate with you, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to Data Subjects which are required following a Personal Data Breach involving the Personal Data.

4.7. You shall co-operate with us, to the extent reasonably requested, in relation to:

(a) any communication or request from a Data Subject under any Data Protection Legislation in respect of the Personal Data, including but not limited to requests by a Data Subject to exercise rights under Chapter III of the GDPR or Part 6 of the DP Law; and
(b) any communication from a Supervisory Authority concerning the Processing of Personal Data, or compliance with the Data Protection Legislation.

4.8. Where our establishment undertaking the Processing of Personal Data is located in the European Economic Area (“EEA”) or the Island of Jersey, we shall ensure that any disclosure to an entity:

(a) in the EEA or the Island of Jersey is compliant with the applicable Data Protection Legislation; or
(b) outside the EEA and the Island of Jersey, in addition to the above, is compliant with the requirements of Articles 44 to 46 of the GDPR and Sections 66 to 67 of the DP Law.

4.9. Where there is a transfer of Personal Data to an establishment which is located outside the EEA or the Island of Jersey, we shall ensure that any such transfer of Personal Data is governed by:

(a) the provisions of the standard data protection clauses for the transfer of Personal Data from the EEA to Processors or Controllers established in third countries as approved by the European Commission and/or the Jersey Data Protection Authority from time to time in accordance with the Data Protection Legislation; or
(b) such other mechanism authorised by Data Protection Legislation in the exporting country for example in the case of transfers from within the EEA or the Island of Jersey to a country or scheme which is approved by the European Commission as ensuring an adequate level of protection or any transfer which falls within a permitted derogation.

5. Intellectual Property

5.1. HelloClicks shall own all intellectual property rights to or in any all documents, information, items, materials, software programs, inventions, ideas, discoveries, developments, improvements or innovations, in any form whether or not recorded in any medium, in relation to the Services, including but not limited to, strategies, procedures or guidelines (such items are collectively referred to as the “Documentation”), which are and shall be the sole and exclusive property of HelloClicks.

5.2. You shall not acquire any intellectual property rights in or to the Documentation or any portion thereof.

5.3. You shall not remove or alter any notices of HelloClicks’ intellectual property rights from any Documentation.

5.4. If you become aware of any use by a third party of all or any part of the Documentation which is unauthorised by us, or which would constitute an infringement of or interference with any of our intellectual property rights, you shall promptly notify HelloClicks and reasonably cooperate with us in relation to any legal action which HelloClicks may undertake in response to such infringement.

5.5. Neither you, nor any of your employees, representatives or agents, shall, at any time, directly or indirectly take any action inconsistent with HelloClicks’ intellectual property rights (including, without limitation, in relation to the Documentation). You may not and shall not use, share or publish all or any part of the Documentation without our prior written consent, except to ensure your compliance with applicable laws and regulations. To the extent any Documentation includes content that is generated and provided exclusively by you to HelloClicks (“Client Content”), you hereby represent that you are authorised to provide such items to HelloClicks for inclusion in the Documentation and you hereby provide to HelloClicks, its affiliates, employees and representatives, an irrevocable, a non-exclusive, non-transferable, limited, perpetual, royalty-free licence to use the Client Content solely in order to develop and deliver the Services.

5.6. HelloClicks will retain ownership of the copyright and all other intellectual property rights in the product of the Services, whether oral or tangible, and the ownership of our working papers and all other materials.

5.7. We shall grant to you a non-exclusive, non-transferable, limited, perpetual and royalty-free licence to use the Documentation that is delivered to you by us for the purposes that are envisaged by the Services, and such licence shall be subject to the payment of our fees in accordance with the Engagement Letter.

6. Limitation of Liability

6.1. HelloClicks warrants that the marketing services as outlined in the Engagement Letter will be provided in conformance with these Terms and the Engagement Letter, however, we do not make any other warranties, whether expressed or implied, regarding the performance of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH: (a) HELLOCLICKS SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EXCEPT FOR ANY LOSSES RESULTING SOLELY OUT OF OR BASED SOLELY UPON OUR GROSS NEGLIGENCE, WILFUL MISCONDUCT, BAD FAITH OR FRAUD IN THE PERFORMANCE OF OUR DUTIES UNDER THESE TERMS OR THE ENGAGEMENT LETTER; (b) HELLOCLICKS MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THESE TERMS, THE ENGAGEMENT LETTER OR ANY OTHER COMMUNICATION; AND (c) HELLOCLICKS SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

6.2. Notwithstanding the foregoing and anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of HelloClicks in connection with the provision of the Services exceed the total fees paid by you in the three months immediately preceding the claim. IN NO EVENT SHALL HELLOCLICKS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED UNDER THESE TERMS AND THE ENGAGEMENT LETTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION OR DATA STORAGE, GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF HELLOCLICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Non-Disparagement

7.1. Each party agrees not to disparage, slander, or defame, directly or indirectly, the other or its principals, agents, officers, owners, directors or employees whether during or after termination of our engagement under these Terms and the Engagement Letter. Further, this clause shall apply, without limitation, to all forms of social media and online forums.

7.2. Nothing in these Terms or the Engagement Letter shall prevent any party from making any truthful statement in connection with any legal proceedings or with any investigation by any governmental authority.

8. Force Majeure

8.1. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under these Terms or the Engagement Letter if such delay or failure arises by any reasons beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications or utilities, or any act or failure to act by the other party or such other party’s officers, employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control.

9. Fees and Costs

9.1. You will pay our fees in accordance with these Terms and the Engagement Letter, or as otherwise agreed in writing by us.

9.2. Details of our charges, or how they will be agreed with you, are set out in the Engagement Letter.

9.3. You shall pay each of our invoices within 14 days after the date of such invoice to our bank account, the details for which are included on such invoice or otherwise provided to you by us in writing. Our fees shall be exclusive of sales tax, which shall be added to our invoices at the appropriate rate (if applicable).

9.4. In any litigation, arbitration or dispute arising under or relating to the provision of the Services, each party shall be entitled to recover reasonable lawyers’ fees and litigation costs.

10. Default

10.1. In the event that you fail to pay any fees, charges or costs due under these Terms or the Engagement Letter, we may immediately pause or discontinue the provision of the Services under these Terms and the Engagement Letter, among other available remedies, until you cure your default.

11. Governing Law and Jurisdiction

11.1. These Terms and the Engagement Letter shall be governed by and construed in accordance with the laws of the Island of Jersey.

11.2. The Courts of the Island of Jersey shall have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and the Engagement Letter and any matter arising from them. Each party irrevocably waives any rights it may have to object to an action being brought in those Courts. Judgments in any action brought in the Courts of the Island of Jersey may be enforced in the courts of any other jurisdiction.

12. Entire Agreement

12.1. These Terms and the Engagement Letter constitute the entire agreement between the parties with respect to the subject matter addressed herein and supersedes all prior communications, agreements or understandings, written or oral, between the parties. Any amendment to the Engagement Letter must be in writing and signed by both parties.

13. Severability

13.1. The provisions of these Terms and the Engagement Letter are severable, and if any provision of these Terms or the Engagement Letter is determined to be invalid or unenforceable under any controlling law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability of the remaining provisions of these Terms and the Engagement Letter.

14. Case Studies

14.1. HelloClicks is entitled use a summary of your performance improvements in percentage terms as a result of the Services that will be used to market our Services. Any publications that identify you will be sent to you for approval prior to being published.

15. Assignment and Successors

15.1. The rights and obligations of the parties under these Terms and the Engagement Letter may not be assigned, transferred, pledged or otherwise encumbered by either party without the prior written consent from the other party in its sole discretion. Subject to the foregoing, these Terms and the Engagement Letter shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal and personal representatives, successors and permitted assigns.

16. No Partnership or Agency

16.1. Nothing in these Terms or the Engagement Letter is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind, nor constitute any party the agent of the other party for any purpose

17. Amendments

17.1. We have the right to amend these Terms at any time at our sole discretion. In case of any changes with respect to these Terms, we will provide at least three business days’ prior notification to you, except where it is impracticable in the circumstances. Such amendment will become effective on the date specified in the notice.

17.2. Any amendment with respect to the Engagement Letter must be agreed in writing between you and us.

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