Service terms (subscriptions and managed services)

1. Parties and contract structure

These terms form a contract between THEFOCUS LTD ("FOCUSADS", "we", "us") and the business named in the order form (the "Client"). The contract consists of: (a) the accepted quote or order form, (b) these Service terms, (c) the Data processing addendum and (d) the Acceptable use policy. If they conflict, that order of precedence applies, unless the order form expressly overrides a named clause.

The contract starts when the Client accepts the quote in the application or completes checkout, whichever happens first. The Client confirms that it is acting for business purposes; these terms are not offered to consumers.

2. What we provide

We provide the package and add-ons stated in the order form, for example market and channel planning, campaign operation, landing-page work, tracking setup, reporting and access to the client dashboard. The order form lists the scope: channels, markets, goals, reporting cadence and level of human involvement. Work outside that scope is quoted separately and starts only after written approval in the application.

We perform the services with reasonable skill and care, in line with good industry practice, the published methodology and the agreed reporting.

3. What the Client provides

• Accurate business information, goals and economics used for planning, and prompt notice when they change.
• Timely access to advertising accounts, analytics, tag managers, CRM data and creative assets, granted through user or partner permissions. We never ask for passwords.
• Approval of budgets, creative and claims before launch, and confirmation that its products, claims and targeting are lawful in each market where ads run.
• Payment of media spend directly to advertising platforms or media owners, unless the order form states otherwise.

4. Ownership of accounts, payments and assets

The Client owns its advertising accounts, payment methods, billing relationships with platforms, data, domains, pixels and creative assets. Media spend is charged by the platform or media owner to the Client's own payment method. We work in those accounts only under delegated access, which the Client can review and revoke at any time from the platform itself.

5. The FOCUSADS integration and what happens when access is removed

While the service runs, our systems connect to the Client's advertising accounts through the access the Client grants. They send planning updates, optimisation signals and approved changes to the Client's campaigns in real time so that budgets follow the agreed plan.

If the Client removes our access, or the contract ends, that integration stops. We stop sending signals and making changes, and campaigns keep running in the Client's accounts on the settings in place at that moment until the Client changes or pauses them. The Client remains responsible for spend in its accounts after access is removed. Planning outputs and reports already delivered stay available for export for 30 days after the contract ends.

6. Intellectual property and outputs

We keep all rights in our software, methods, scoring models, market and channel research, templates and know-how, including improvements made while serving the Client. The Client receives a non-exclusive, non-transferable licence to use plans, reports and other deliverables for its own business, during and after the contract.

Creative assets, landing pages and copy we produce specifically for the Client are assigned to the Client once the related fees are paid, except third-party materials (for example licensed fonts, images or music) which stay subject to their own licences.

7. Fees, media spend and taxes

Fees are one-time setup fees, recurring service fees and approved add-ons, each shown separately in the order form. Media spend is not a FOCUSADS fee. Where a package includes a variable management fee calculated on media spend above a threshold, the rate and threshold are stated in the order form and calculated on approved budgets.

Recurring fees are invoiced monthly in advance. Setup fees and the first recurring fee are invoiced at the start. Invoices are payable within the period stated on the invoice. All fees include VAT, and no VAT is added on top of the amounts in the order form. The invoice currency is fixed in the order form.

If an invoice is unpaid 14 days after its due date we may pause non-essential work after giving notice. We never lock the Client's advertising accounts or data. We may charge interest and compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.

8. No guaranteed results

Forecasts, scores and plan outputs are estimates based on stated assumptions and the information available at the time. We do not guarantee revenue, return on ad spend, lead volume, cost per result, rankings or platform approval of ads.

9. Term, cancellation and termination

Recurring services run month to month. The Client can cancel at any time, for any reason, including if it is not satisfied with the service, from Plan & Billing in the dashboard or through the contact form. Cancellation takes effect at the end of the billing month already paid for; no further recurring fees are charged and there is no exit fee.

If an order form includes a minimum term (only where the Client chose one, for example in exchange for a discount), the Client may still end the contract early if it tells us in writing what it is not satisfied with and we do not put it right within 14 days. In that case no fees are due for the rest of the minimum term.

Setup fees are earned when setup work starts and are not refundable once it has begun, except as the Billing, cancellation and refunds policy provides.

Either party may terminate immediately by notice if the other commits a material breach that is not remedied within 14 days of notice, or becomes insolvent. We may suspend or end the services if the Client's instructions would require us to break the law or a platform's policies.

10. On exit

When the contract ends we remove our access to the Client's accounts, stop the integration described in clause 5, hand over the account structures, naming documentation and tracking configuration we created, and delete or return Client Personal Data as the Data processing addendum provides. Handover does not depend on payment of disputed fees.

11. Confidentiality

Each party keeps the other's confidential information confidential and uses it only to perform the contract. Confidential information includes the Client's business data and results and our methods, scoring rules and research. We do not publish or share a Client's results, name or data without its written permission. These duties last for five years after the contract ends, and indefinitely for trade secrets and personal data. They do not apply to information that is public through no fault of the receiving party, or that must be disclosed by law, a court or a regulator.

12. Data protection

Each party complies with the data protection law that applies to it. Where we process personal data on the Client's behalf we act as processor under the Data processing addendum, which forms part of this contract. Our own use of personal data is described in our Privacy notice.

13. Liability

Nothing in this contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, or any other liability that cannot be limited or excluded by law.

Subject to that, neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss. Each party's total liability arising in any 12-month period is limited to the fees paid and payable by the Client for the services in that period. Media spend is excluded from that calculation. The Client's duty to pay fees due is not limited by this clause.

We are not responsible for decisions, outages, policy changes, ad rejections or billing by advertising platforms or media owners. The parties agree these limits are reasonable under the Unfair Contract Terms Act 1977, given the fees and the availability of insurance.

14. Subcontractors and subprocessors

We may use subcontractors and the subprocessors described on our Subprocessors page. We remain responsible for their performance.

15. Events outside our control

Neither party is liable for delay or failure caused by events beyond its reasonable control, including platform outages or policy changes, internet or power failures, government action, war, terrorism or natural events. The affected party tells the other promptly and resumes performance as soon as it can. If such an event lasts more than 30 days, either party may end the affected service by notice.

16. Anti-bribery, sanctions and compliance

Each party complies with the Bribery Act 2010, the Modern Slavery Act 2015 and applicable sanctions and export control laws. We do not provide services where doing so would breach UK, EU, US or UN sanctions.

17. General

Neither party may assign the contract without consent, except to a group company or a buyer of the relevant business on notice. This contract is the entire agreement for its subject matter; neither party relies on statements not set out in it, but this does not exclude liability for fraud. Changes must be agreed in writing, including through the application. A third party has no right to enforce this contract under the Contracts (Rights of Third Parties) Act 1999. If a clause is unenforceable the rest continues.

Notices are given through the application, the contact form, or to the legal notices contact on our Legal notice page.

This contract and any dispute or claim arising from it, including non-contractual disputes, are governed by the law of England and Wales. Before starting court proceedings, the parties will try in good faith to resolve a dispute through the Complaints procedure and, if both agree, mediation. The courts of England and Wales have exclusive jurisdiction.