Effective Date: [Insert Effective Date]
1. Introduction and Acceptance of Terms
These Terms of Service (“Terms”) govern your access to and use of the website, services, and related offerings provided by Clover Peak Performance Marketing Limited, a performance-marketing business with its registered office at 3 The Green, Millennium Business Park, Ballycoolin, Dublin 15, D15 X2R5, Ireland (“Clover Peak Performance Marketing Limited”, “we”, “us”, or “our”).
By accessing our website, engaging our services, submitting a request for services, or entering into a statement of work, proposal, order form, or other service agreement with us, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or services.
These Terms apply to all clients, prospects, users, and any authorised representatives acting on behalf of a client (“you” or “your”). Where a separate written agreement exists between you and Clover Peak Performance Marketing Limited, the terms of that written agreement shall prevail to the extent of any inconsistency.
2. Scope of Services
Clover Peak Performance Marketing Limited provides performance-marketing services, which may include, without limitation:
- Paid Search Campaign Management;
- Paid Social Advertising;
- Conversion Rate Optimisation;
- Landing Page Testing and Optimisation;
- Retargeting and Remarketing Campaigns;
- Performance Analytics and Reporting; and
- Creative Strategy for Paid Media.
Any services to be provided will be described in a proposal, statement of work, campaign brief, order form, email confirmation, or similar written documentation agreed between the parties. We may use third-party platforms, tools, ad networks, analytics providers, and software in connection with the services. You acknowledge that the availability, functionality, and policies of such third-party services are outside our control.
Unless expressly agreed otherwise in writing, we do not guarantee specific commercial outcomes, including but not limited to sales, leads, rankings, impressions, click-through rates, conversion rates, return on ad spend, or revenue.
3. User Obligations and Responsibilities
You agree that you will:
- provide accurate, complete, and timely information necessary for us to perform the services;
- ensure that all materials, data, creative assets, claims, offers, pricing, and product/service information you supply are lawful, accurate, and not misleading;
- obtain and maintain all rights, permissions, approvals, licenses, and consents required for us to use your content, brand assets, customer data, and third-party materials;
- comply with all applicable laws, regulations, platform policies, advertising standards, and industry codes relating to your business, products, services, and promotions;
- promptly review and approve or reject deliverables, ad copy, creative assets, landing page recommendations, and reports within reasonable timeframes;
- maintain the security and confidentiality of any account credentials, platform access, and login details shared with or granted to us;
- not use our services for unlawful, deceptive, discriminatory, infringing, or harmful purposes; and
- notify us promptly of any errors, suspected breaches, account restrictions, disapprovals, or other issues that may affect campaign performance.
You are solely responsible for the products, services, websites, landing pages, claims, offers, and customer experience associated with your business. You acknowledge that marketing performance is affected by many external factors, including market conditions, competition, platform changes, audience behavior, seasonality, and your own website or sales processes.
4. Payment Terms and Conditions
Fees for our services will be set out in the relevant proposal, statement of work, order form, or invoice. Unless otherwise agreed in writing:
- all fees are exclusive of taxes, levies, and charges, which shall be payable by you where applicable;
- invoices are due within the payment period stated on the invoice or, if none is stated, within 14 days of invoice date;
- we may require advance payment, a deposit, or monthly retainer fees before commencing or continuing services;
- ad spend, media buying budgets, platform fees, software subscriptions, third-party contractor costs, and similar expenses are separate from our service fees unless expressly stated otherwise;
- you authorise us to suspend work if any invoice remains unpaid after its due date;
- late payments may accrue interest at the maximum rate permitted by applicable law and we may recover reasonable collection costs; and
- any pricing estimate is based on the scope known at the time and may be revised if the scope changes, if additional work is requested, or if external requirements change.
All payments must be made in the currency stated on the invoice and by the method specified by us. Bank charges, transfer fees, and currency conversion costs are your responsibility unless otherwise agreed.
5. Cancellation and Refund Policy
Either party may terminate services by giving the notice period specified in the applicable agreement or, if no notice period is specified, by providing 30 days’ written notice.
We may suspend or terminate services immediately, with or without notice, if:
- you fail to pay any undisputed invoice by its due date;
- you materially breach these Terms or any related agreement;
- your instructions, content, or activities expose us to legal, regulatory, reputational, or platform-policy risk;
- we are required to do so by law, court order, or a third-party platform; or
- continuing the services would be impracticable, unlawful, or unsafe.
Unless otherwise expressly agreed in writing, all fees paid are non-refundable, including deposits, setup fees, retained time, and fees for work already performed. No refund will be provided for unused time, partially used monthly retainers, completed strategy work, completed audits, completed creative concepts, or services impacted by delayed approvals, account access issues, platform disapprovals, or changes in your business direction.
If a refund is agreed by us in writing, it will be limited to the amount and conditions expressly stated in that written agreement.
6. Liability Limitations
To the fullest extent permitted by applicable law, Clover Peak Performance Marketing Limited shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings, arising out of or in connection with the services or these Terms.
To the fullest extent permitted by applicable law, our total aggregate liability arising out of or relating to the services, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total fees paid by you to Clover Peak Performance Marketing Limited for the services giving rise to the claim during the 3 months immediately preceding the event giving rise to the claim.
We are not liable for:
- errors, outages, policy changes, suspensions, disapprovals, or actions of third-party platforms, publishers, ad networks, analytics providers, or software vendors;
- damage caused by inaccurate, incomplete, late, or misleading information supplied by you;
- losses resulting from your website, landing pages, sales processes, customer service, pricing, fulfilment, inventory, or product quality;
- unauthorised access caused by your failure to safeguard account credentials or systems;
- any result that depends on factors beyond our reasonable control; or
- any reliance on estimates, forecasts, or projections, which are provided for informational purposes only and do not constitute guarantees.
Nothing in these Terms limits or excludes liability where such limitation or exclusion is prohibited by law, including liability for fraud, fraudulent misrepresentation, death, or personal injury caused by negligence to the extent such exclusion is unlawful.
7. Intellectual Property Rights
All intellectual property rights in our pre-existing materials, methods, templates, processes, tools, frameworks, know-how, software, reports, and working documents remain the property of Clover Peak Performance Marketing Limited or our licensors.
Subject to full payment of all fees due, and unless otherwise agreed in writing, you will own the final deliverables specifically created for you and paid for under the applicable agreement, excluding our pre-existing materials, third-party materials, and any general methodologies embedded in those deliverables.
You grant us a limited, non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt, and process your content, trademarks, logos, and materials solely to provide the services, to comply with law, and to maintain internal records.
You represent and warrant that you own or have all necessary rights to provide us with any materials you supply and that our use of such materials in accordance with these Terms will not infringe any third-party rights.
Unless we give prior written consent, neither party may use the other party’s name, logo, or trademarks for publicity or marketing purposes.
8. Data Protection and Privacy
We will process personal data in accordance with applicable data protection laws and, where required, a separate data processing agreement. Where we act as a data processor on your behalf, you are the controller and remain responsible for ensuring lawful processing, including the provision of appropriate notices and the obtaining of valid consents where required.
You acknowledge that our services may involve the processing of personal data through advertising platforms, analytics tools, CRM systems, and related technologies. You are responsible for:
- ensuring that any personal data you provide to us has been collected and shared lawfully;
- obtaining necessary consents for tracking, cookies, remarketing, profiling, and targeted advertising where required;
- maintaining appropriate privacy notices, cookie notices, and consent mechanisms on your website and landing pages; and
- responding to data subject requests and regulatory inquiries relating to your own processing activities unless otherwise agreed in writing.
We may use personal data only as necessary to provide the services, improve our operations, maintain records, comply with legal obligations, and enforce our rights. Further details regarding our privacy practices may be set out in a separate privacy notice.
9. Force Majeure
We shall not be liable for any delay or failure to perform our obligations where such delay or failure results from events beyond our reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, government action, power failures, telecommunication failures, internet outages, or disruptions to third-party platforms or service providers.
Where a force majeure event occurs, our obligations will be suspended for the duration of the event and for a reasonable period thereafter as necessary to resume performance. If the event continues for an extended period, either party may terminate the affected services by written notice.
10. Changes to Terms
We may update or modify these Terms from time to time to reflect changes in our services, business practices, legal requirements, or operational needs. The revised Terms will be effective from the date specified in the updated version or, if no date is specified, upon posting or communication to you.
Your continued use of our website or services after any change to these Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue use of the services and notify us in writing.
11. Applicable Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation shall be governed by and construed in accordance with the laws applicable in Ireland, without regard to conflict-of-law principles.
Subject to any mandatory legal rights you may have, the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the services provided by Clover Peak Performance Marketing Limited.
12. Contact Information
If you have any questions, concerns, complaints, or notices relating to these Terms or the services, please contact:
- Clover Peak Performance Marketing Limited
- 3 The Green, Millennium Business Park, Ballycoolin, Dublin 15, D15 X2R5, Ireland
- Email: [email protected]
- Phone: +353 1 524 8793
13. Severability Clause
If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable law by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, it shall be severed from these Terms.
The remaining provisions shall continue in full force and effect. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Entire Agreement: These Terms, together with any applicable proposal, statement of work, order form, invoice, data processing agreement, or other written agreement, constitute the entire agreement between you and Clover Peak Performance Marketing Limited regarding the services and supersede prior understandings or communications relating to the same subject matter.