Commercial Agreement

Terms & Conditions

Effective Date: October 10, 2026

1. Contract Formation and Application

These Terms & Conditions constitute a legally binding commercial contract between The Smart Creator ('Agency', 'we', 'our'), having its principal office at 64 Lakeside Ave, Bolton BL3 2HY, United Kingdom (tel: +44 7832 619878), and the business entity or individual entering into an engagement ('Client', 'you'). By executing a service agreement, signing an insertion order, or submitting payment for an agency retainer, you acknowledge full acceptance of these terms.

Key Governance Points:

These Terms supersede any informal discussions, prior quotations, or standard purchase order conditions issued by the Client.
No amendment to these Terms shall be enforceable unless confirmed in writing by an authorized representative of The Smart Creator.
All services are provided strictly on a business-to-business (B2B) commercial basis.

2. Agency Performance Scope of Services

The Smart Creator delivers specialist digital marketing management, creative production, and advertising optimization across designated ad networks (including Meta, Google Ads, TikTok, and YouTube).

Agency Responsibilities Include:

Campaign Architecture: Setting up ad campaigns, conversion tracking tags, custom audience segments, and pixel events.
Creative Production: Designing promotional posters, visual assets, ad copy variations, and call-to-action frameworks.
Media Management: Daily bid optimization, negative keyword curation, budget distribution, and multivariate creative testing.
Reporting: Furnishing verified performance analytics and strategy review sessions reflecting return on ad spend (ROAS) and cost per acquisition (CPA).

3. Client Obligations and Platform Permissions

The Client acknowledges that campaign performance relies on timely collaboration, accurate business information, and uninterrupted platform access.

Client Commitments:

Account Access: Granting partner-level permissions (e.g., Meta Business Partner access, Google Ads Manager link) without sharing root account passwords.
Asset Supply: Providing required brand guidelines, high-resolution logos, product details, and promotional materials in a timely manner.
Regulatory Compliance: Ensuring all products, claims, and services advertised comply with UK Advertising Standards Authority (ASA) codes and platform policies.
Landing Page Maintenance: Maintaining active, secure, and functioning website landing pages and checkout systems.

4. Separation of Media Ad Spend and Agency Retainers

The Smart Creator maintains a strict operational division between agency management retainers and media ad spend.

Financial Division Rules:

Direct Network Billing: Ad spend is paid directly by the Client to advertising networks (Meta, Google, TikTok) using the Client's own registered payment methods.
No Custody of Media Funds: The Agency does not accept or hold funds intended for direct platform media spend.
Client Liability: The Client remains solely responsible for all ad spend billed by third-party ad networks, including billing discrepancies or platform currency conversions.

5. Retainer Fees, Invoicing, and Payment Schedule

Agency fees are billed on a recurring monthly retainer schedule payable in advance of service delivery.

Billing Terms:

Invoices are issued electronically seven (7) calendar days prior to the commencement of each monthly service cycle.
Payment is due within seven (7) calendar days of the invoice issue date via approved bank transfer or electronic card payment.
Late payments shall accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% per annum above the Bank of England base rate.
The Agency reserves the right to pause campaign management and optimization if retainer invoices remain outstanding past the due date.

6. Intellectual Property Rights

Both parties agree to standard commercial protections governing pre-existing materials and newly produced creative deliverables.

Ownership Provisions:

Client IP: The Client retains all exclusive rights to its trademarks, brand logos, product imagery, and proprietary trade information.
Deliverables Ownership: Upon receipt of payment in full for the corresponding billing cycle, all original advertising posters, copy, and creatives produced for the Client transfer to Client ownership.
Agency Retained IP: The Agency retains ownership of proprietary media buying frameworks, mathematical optimization spreadsheets, and internal SOPs.
Marketing Rights: The Agency reserves the non-exclusive right to display anonymized campaign performance metrics and approved visual creatives within agency case studies.

7. Performance Standards and Commercial Disclaimers

The Smart Creator deploys professional industry standards and commercial expertise to maximize ad conversion performance.

Performance Caveats:

Commercially Reasonable Efforts: The Agency applies tested targeting strategies and multivariate split-testing to maximize client ROAS.
Non-Guarantee: Because digital advertising results are influenced by external factors including market competition, product demand, consumer pricing, landing page conversion rates, and automated platform algorithm changes, the Agency does not warrant specific sales volumes, lead counts, or financial returns.
Platform Fluctuations: The Agency is not liable for temporary service interruptions, platform downtime, or advertising policy shifts enforced by third-party ad networks.

8. Limitation of Liability and Indemnification

The following provisions establish the financial boundaries of liability between the parties.

Liability Limitations:

Cap on Damages: The total aggregate liability of The Smart Creator arising under or in connection with any service agreement shall not exceed the total management retainer fees paid by the Client in the three (3) calendar months immediately preceding the claim.
Excluded Losses: Neither party shall be liable for indirect, punitive, or consequential damages, including loss of anticipated profit, loss of business goodwill, or commercial downtime.
Statutory Non-Exclusions: Nothing in these Terms excludes liability for fraud, gross negligence, or death or personal injury resulting from negligence.
Client Indemnity: The Client shall defend and hold harmless the Agency against any third-party claims, fines, or damages resulting from unlawful claims in Client-supplied advertising materials.

9. Term, Renewal, and Termination Protocol

Retainer contracts operate on an initial agreement term and renew continuously on a thirty-day rolling cycle thereafter.

Termination Procedures:

Notice Period: Either party may terminate the ongoing engagement by delivering thirty (30) calendar days' written notice to the other party.
Services During Notice: The Agency shall continue managing and optimizing campaigns throughout the 30-day notice period, and retainer fees remain payable.
Orderly Handover: Upon contract conclusion, the Agency revokes administrative partner links, leaves all campaign architectures intact in the Client's ad accounts, and provides a final handover report.

10. Governing Law and English Jurisdiction

These Terms & Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed exclusively by and construed in accordance with the laws of England and Wales.

Jurisdiction Details:

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or controversy arising out of these Terms.
Official Inquiries Address: The Smart Creator, 64 Lakeside Ave, Bolton BL3 2HY, United Kingdom | Telephone: +44 7832 619878.