1. PARTIES

This Agreement ("Agreement") is entered into between Marshall Creative Limited, a digital marketing agency registered in England and Wales with company number 13397983 whose registered office is at Marshall Creative LTD, C/O Tn Accountancy, Lonsdale House, Lonsdale Gate, Tunbridge Wells, Kent, TN1 1NU, and the Client, a party seeking advertising services ("Client").

2. SERVICES

2.1 Scope of Services

Marshall Creative agrees to provide comprehensive advertising services to the Client, encompassing Pay-Per-Click (PPC), Display advertising, Social Media marketing, Search Engine Optimization (SEO), and any additional services as agreed upon between the parties.

2.2 Campaign Strategy

The parties shall collaborate to develop a tailored advertising campaign strategy aligned with the Client's marketing objectives, target audience, and budgetary considerations. Marshall Creative shall provide periodic reports and performance analysis to ensure campaign effectiveness.

3. PAYMENT TERMS

3.1 Payment Schedule

The Client shall remunerate Marshall Creative in accordance with the payment terms stipulated in the Booking Form. Failure to adhere to these terms may result in the suspension or termination of advertising services.

3.2 Additional Charges

Any additional expenses incurred during the provision of advertising services, including but not limited to ad spend, software subscriptions, and third-party fees, shall be borne by the Client and reimbursed to Marshall Creative upon invoice.

4. DURATION AND TERMINATION

4.1 Term

This Agreement shall remain in effect for an initial term as specified in the Booking Form, renewable upon mutual agreement.

4.2 Termination

Either party may terminate this Agreement upon written notice if the other party breaches its obligations and fails to remedy such breach within a reasonable timeframe.

4.3 Consequences of Termination

Upon termination, the Client shall settle any outstanding payments, and Marshall Creative shall cease all advertising activities and return any Client-provided materials or data.

5. PLATFORM ACCESS

In order to facilitate the provision of advertising services, the Client shall furnish Marshall Creative with necessary access to the Client's digital platforms, including but not limited to websites, social media accounts, and analytics tools.

6. DATA PROTECTION

Both parties shall adhere to the provisions of the Data Protection Act 2018 and any relevant legislation concerning the processing and protection of personal data. The Client acknowledges its role as data controller, and Marshall Creative as data processor, with regard to any personal data processed in the course of providing advertising services.

7. INTELLECTUAL PROPERTY

7.1 Client Content

During the Campaign Period, the Client grants Marshall Creative a non-exclusive, royalty-free license to utilize Client Content and the Client's existing website for advertising purposes. Marshall Creative shall retain ownership of any design elements created during the provision of advertising services.

7.2 Ownership

Title to and ownership of all intellectual property rights of all Client Content shall remain with the Client or its third-party licensors.

8. CLIENT REPRESENTATIONS AND INDEMNIFICATION

8.1 Representations

The Client represents and warrants that all content provided for advertising services complies with applicable laws and does not infringe upon any third-party rights.

8.2 Indemnification

The Client agrees to indemnify and hold Marshall Creative harmless from any claims or liabilities arising from the Client's breach of this Agreement.

9. AGENCY

Where the Client is acting on behalf of another entity, the Client warrants that it has the requisite authority to enter into this Agreement on behalf of such entity. The Client remains fully liable for compliance with the terms herein, unless otherwise agreed in writing by Marshall Creative and the represented entity.

10. CONFIDENTIALITY

The Client shall maintain the confidentiality of this Agreement and any confidential information disclosed by Marshall Creative, except as required by law or with Marshall Creative's prior written consent.

11. DISCLAIMER OF WARRANTIES

Marshall Creative provides advertising services on an "as is" basis, without any express or implied warranties. The Client acknowledges that results may vary and that Marshall Creative makes no guarantees regarding the effectiveness or outcomes of advertising campaigns.

12. LIMITATION OF LIABILITY

Marshall Creative's liability is limited to the amounts received from the Client under this Agreement, except in cases of fraud, death, or personal injury caused by negligence.

13. THIRD PARTY BENEFICIARIES

Except as expressly provided herein, no third party shall have any rights or benefits under this Agreement.

14. MISCELLANEOUS

14.1 Governing Law/Venue

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, with exclusive jurisdiction given to the English courts.

14.2 Entire Agreement/Amendment

This Agreement constitutes the entire understanding between the parties and may only be amended in writing.

14.3 Notices

Notices to Marshall Creative shall be provided via email to darren@marshall-creative.co.uk Notices to the Client shall be provided to the email address specified in the Booking Form.

14.4 Severability

If any provision of this Agreement is deemed invalid, the remaining provisions shall remain in full force and effect.

14.5 Assignment

The Client may not assign this Agreement without the prior written consent of Marshall Creative. Marshall Creative may assign or transfer this Agreement without Client consent.

14.6 Independent Contractors

The relationship between the parties is that of independent contractors, and nothing herein shall be construed to create a partnership, joint venture, or employment relationship.

14.7 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control.