These Terms of Service (“Terms”) govern the supply of marketing services by Arctic Media Limited (company number 150352, registered in Jersey; “we”, “us”, “our”), to the client identified in the relevant proposal, order form or statement of work (“you”, the “Client”). Together with the proposal/order form, these Terms form the agreement between us (the “Agreement”). Where there is any conflict, the signed order form prevails over these Terms.
1. Services
We will provide the digital marketing services described in the applicable proposal or order form, which may include organic social media management, Meta (Facebook/Instagram) advertising, conversion-focused website design and build, content creation and related services (together, the “Services”), including services delivered under our “Cold Fusion” system. The specific scope, deliverables and timelines are set out in the order form.
2. Term and engagement
The Agreement begins on the start date in the order form and continues for the minimum term stated there. Unless otherwise agreed, engagements run on a monthly basis and renew automatically until cancelled in accordance with clause 9.
3. Fees and payment
Fees, retainers and any setup charges are set out in the order form and are exclusive of advertising/media spend payable to platforms (e.g. Meta), which the Client funds separately unless agreed otherwise.
Invoices are payable within 30 days of the invoice date. Recurring retainers are invoiced in advance.
We may suspend Services if undisputed invoices remain unpaid after written notice. Late payments may incur interest at a reasonable commercial rate.
Fees are non-refundable except as expressly stated in clause 8 (Performance Guarantee) or as required by law.
4. Client responsibilities
To enable us to deliver the Services, you agree to: provide timely access to advertising accounts, assets, brand materials and approvals; ensure your products, claims and landing pages are lawful and accurate; respond to requests for information and feedback without undue delay; and maintain adequate systems to receive and follow up leads. Delays caused by the Client may affect timelines and any performance targets.
5. Advertising platforms and third parties
Parts of the Services depend on third-party platforms (such as Meta and Google) that set their own rules, pricing and approval processes outside our control. We are not responsible for platform decisions such as ad rejections, account restrictions, algorithm changes or pricing, but we will use reasonable skill and care to work within platform requirements.
6. Approvals and content
We will seek your approval for key creative and campaign materials. Once you approve an item, you are responsible for that approval. We are not liable for errors in materials you have approved or supplied.
7. Intellectual property
Materials you provide to us (brand assets, products, copy) remain yours.
On full payment of all sums due, we assign to you the final deliverables created specifically for you (such as your website and finished ad creatives), excluding our pre-existing tools, templates, processes and the “Cold Fusion” methodology, which remain our property and are licensed to you only for use of the deliverables.
We may reference our work for you and display non-confidential results in our portfolio and marketing unless you ask us in writing not to.
8. Performance guarantee (“Cold Fusion”)
Where the applicable order form expressly includes our Cold Fusion guarantee, we commit to delivering 50 qualified leads within 90 days of campaign launch, subject to the conditions below.
Qualified lead. A “qualified lead” means a contact who submits the campaign enquiry or booking form with a valid name, email address and telephone number, and who matches the targeting criteria agreed with the Client. It excludes spam, duplicate, test, competitor and obviously fraudulent or invalid submissions.
The guarantee applies only if all of the following are met: (a) the agreed minimum advertising spend is maintained throughout the period; (b) you provide timely approvals, assets and account access; (c) you follow up leads using the agreed process; (d) campaigns are not paused, altered or restricted by you or by a platform for reasons outside our control; and (e) all invoices are paid on time.
Remedy. If the target is not met despite these conditions being satisfied, we will (i) refund the service fees you have paid to us for the 90-day guarantee period (excluding advertising/media spend paid to platforms), and (ii) provide one further month of campaign management Services at no service fee (the Client remaining responsible for advertising/media spend). This is your sole and exclusive remedy in relation to the guarantee.
9. Cancellation
Either party may end a monthly engagement by giving 30 days’ written notice, effective at the end of the then-current paid period. Fees for the current period and any committed media spend remain payable. We may terminate immediately if you materially breach these Terms (including non-payment) and fail to remedy it within 14 days of written notice.
10. Confidentiality
Each party will keep the other’s confidential information secret and use it only to perform or receive the Services. This obligation continues after the Agreement ends. It does not apply to information that is public through no fault of the receiving party or that must be disclosed by law.
11. Data protection
Each party will comply with the Data Protection (Jersey) Law 2018 and other applicable data protection laws. Where we process personal data on your behalf (for example campaign audiences or lead data), we do so as your processor under your documented instructions, and a separate data processing addendum applies on request. Our handling of personal data is described in our Privacy Policy.
12. Warranties and disclaimer
We will perform the Services with reasonable skill and care. Marketing outcomes depend on many factors outside our control (market conditions, your offer and pricing, follow-up, and platform behaviour). Except as expressly stated, we do not warrant any particular level of sales, revenue, ranking or return on investment.
13. Limitation of liability
Nothing limits liability that cannot lawfully be limited (such as for death or personal injury caused by negligence, or fraud).
We are not liable for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings, or for media spend paid to platforms.
Our total liability arising out of the Agreement is limited to the total service fees (excluding media spend) paid by you to us in the 3 months before the event giving rise to the claim.
14. General
The Agreement is the entire agreement between us on its subject matter. Neither party may assign it without consent (not to be unreasonably withheld). If any provision is found unenforceable, the rest remains in effect. Failure to enforce a term is not a waiver.
15. Governing law and jurisdiction
The Agreement is governed by the law of Jersey, and the courts of Jersey have exclusive jurisdiction over any dispute arising from it.
16. Acceptance
By signing the order form, paying our invoice, or instructing us to begin work, you accept these Terms. Arctic Media contact for notices: kai@arctic-media.com.