Terms of Service

1.Company Information

PaydAds is a trading name of LONDON COMMERCE VENTURES LTD, a company duly incorporated and registered in England and Wales under company number 16890819, whose registered office is situated at 128 City Road, London, EC1V 2NX, United Kingdom (the "Company").

For the purposes of these Terms of Service, references to "PaydAds", "we", "us", or "our" shall be construed as references to LONDON COMMERCE VENTURES LTD.

2.Acceptance and Formation of Agreement

2.1These Terms of Service (the "Terms") govern the provision of Services by the Company.

2.2A legally binding contract between the Company and the Client (the "Agreement") shall come into existence upon the earliest of:

• a)the Client's written acceptance of a proposal or quotation;
• b)the Client instructing the Company to commence Services;
• c)the Client making payment of any invoice or fee; or
• d)the Client otherwise engaging the Company to provide Services.

2.3By accessing the Company's website or engaging the Services in any manner described above, the Client confirms that it has read, understood, and agrees to be bound by these Terms.

2.4If the Client does not agree to these Terms, the Client must not instruct the Company to provide Services.

2.5Where the Parties enter into a separate written agreement, Statement of Work ("SOW"), or proposal, such document shall be incorporated into and form part of the Agreement. In the event of any inconsistency, the terms of the signed written agreement or SOW shall prevail.

3.Services

3.1Scope of Services — The Company shall provide digital marketing and related services as agreed in writing between the Parties (the "Services"). The scope, deliverables, timelines, and applicable fees shall be set out in a proposal, quotation, Statement of Work ("SOW"), or other written communication issued by the Company and accepted by the Client.

3.2Nature of Services — The Client acknowledges that the Services are professional services provided on a time, skill, and expertise basis. Unless expressly agreed in writing, the Company does not undertake to deliver any specific commercial outcome, performance metric, ranking position, lead volume, sales result, or return on investment.

3.3Changes to Scope — Any request by the Client to vary or expand the agreed scope of Services shall be subject to the Company's prior written agreement and may result in additional fees. The Company shall not be obliged to perform work outside the agreed scope unless such variation is confirmed in writing.

3.4Client Cooperation — The Client shall provide timely access to all information, materials, approvals, credentials, and third-party platform access reasonably required for the performance of the Services. The Company shall not be liable for any delay or failure arising from the Client's failure to provide such cooperation.

3.5Third-Party Platforms — Where the Services involve the use of third-party platforms, advertising networks, or software providers, the Client acknowledges that such platforms operate independently of the Company. The Company shall not be responsible for changes to third-party policies, algorithms, account suspensions, pricing structures, or technical disruptions beyond its reasonable control.

3.6Right to Subcontract — The Company reserves the right to subcontract or delegate any part of the Services to qualified employees, contractors, or affiliates, provided that the Company shall remain responsible for the overall delivery of the Services.

4.Client Responsibilities

4.1Provision of Information — The Client shall provide complete, accurate, and up-to-date information, materials, data, and instructions reasonably required by the Company for the performance of the Services.

4.2Access and Authorisations — The Client shall grant the Company timely access to all relevant accounts, platforms, systems, advertising accounts, websites, hosting environments, analytics tools, and other third-party services necessary for the delivery of the Services. The Client warrants that it has the authority to grant such access.

4.3Approvals and Communications — The Client shall respond promptly to requests for information, approvals, feedback, or clarification. Any delay in providing required approvals or materials may result in adjustments to delivery timelines and shall not constitute a breach by the Company.

4.4Legal and Regulatory Compliance — The Client is solely responsible for ensuring that its business activities, products, services, marketing claims, and advertising content comply with all applicable laws, regulations, industry standards, and platform policies. The Company shall not be responsible for verifying the legality of the Client's business operations or representations.

4.5Consequences of Client Delay — The Company shall not be liable for any delay, underperformance, or failure to deliver the Services arising from the Client's failure to comply with its obligations under this Section. Such delays shall not relieve the Client of its payment obligations.

5.Payment Terms

5.1Fees — In consideration for the provision of the Services, the Client shall pay the fees as set out in the applicable proposal, quotation, Statement of Work, or invoice issued by the Company (the "Fees").

5.2Payment in Advance — Unless otherwise expressly agreed in writing, all Fees are payable in advance of the commencement of Services or the applicable service period.

5.3Payment Methods — Payments may be made by bank transfer, invoice settlement, credit or debit card, or via an approved third-party payment processor. Payment by any such method shall constitute acceptance of these Terms and the formation of a binding Agreement.

5.4Invoicing and Due Date — Invoices shall be payable within the timeframe specified on the invoice. Time for payment shall be of the essence.

If the Client fails to make payment by the due date, the Company reserves the right, without prejudice to any other rights or remedies, to:

• a)suspend the provision of Services immediately;
• b)terminate the Agreement;
• c)charge statutory interest and fixed compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and
• d)recover any reasonable costs incurred in the collection of overdue sums.

5.5Recurring Services — For ongoing monthly or recurring Services, Fees shall be invoiced and payable in advance of each service period unless otherwise agreed in writing.

5.6No Set-Off — All payments shall be made in full without any set-off, counterclaim, deduction, or withholding, except as required by law.

6.No Refunds

6.1Non-Refundable Fees — The Client acknowledges that the Services provided by the Company are professional, time-based services which require the allocation of resources, expertise, strategic planning, research, configuration, campaign setup, optimisation, and ongoing management.

Accordingly, and unless expressly agreed otherwise in writing, all Fees paid to the Company are non-refundable.

6.2Commencement of Services — Once the Company has commenced the provision of Services, allocated internal resources, or reserved time for the Client's project, the Client shall not be entitled to any refund of Fees, whether in whole or in part.

6.3No Refund in Specific Circumstances — Without limitation, no refunds shall be provided in the event of:

• a)change of mind;
• b)dissatisfaction with results or performance outcomes;
• c)failure of the Client's business to achieve anticipated revenue, leads, rankings, or return on investment;
• d)early termination of Services; or
• e)partial use or non-use of the Services.

6.4Application — This Section applies to all Services provided by the Company, whether on a one-time or recurring basis, and irrespective of the method of payment.

7.Termination and Notice

7.1Termination by the Client — Where Services are provided on a recurring monthly basis, the Client may terminate the Agreement by providing not less than thirty (30) days' prior written notice to the Company.

Notice must be given in writing by email to the Company's designated contact address and shall take effect from the date of receipt.

7.2Notice Period Obligations — During the 30-day notice period:

• a)the Company shall continue to provide the Services in accordance with the Agreement;
• b)the Client shall remain liable for all Fees due during the notice period; and
• c)no refunds or prorated reimbursements shall be payable.

7.3Accrued Rights — Termination of the Agreement shall not affect:

• a)any Fees invoiced or accrued prior to the effective date of termination;
• b)any outstanding payment obligations; or
• c)any rights, remedies, or liabilities that have arisen prior to termination.

7.4Suspension for Non-Payment — The Company reserves the right to suspend Services immediately where any undisputed invoice remains unpaid beyond its due date. Suspension shall not relieve the Client of its obligation to pay the Fees in full.

8.Chargebacks & Payment Reversals

If payment is made by credit card, debit card, or any online payment processor, the Client agrees to contact PaydAds first to resolve any billing concerns before initiating a chargeback or payment reversal.

Initiating a chargeback after services have commenced, work has been performed, or resources have been allocated will be considered a material breach of these Terms.

In such cases, PaydAds reserves the right to:

• •Formally dispute the chargeback with evidence of service delivery
• •Recover any associated chargeback fees, payment processing fees, and administrative costs
• •Immediately suspend or terminate ongoing services
• •Recover outstanding amounts through legal means, where necessary

The Client acknowledges that documentation including, but not limited to, emails, proposals, contracts, invoices, campaign data, platform access logs, reports, call recordings, screenshots, and written communications shall constitute valid and sufficient evidence of service delivery and contractual agreement.

9.Invoice Disputes

Any dispute regarding an invoice must be submitted in writing within 7 days of the invoice date. The notice must clearly detail the specific amount disputed and the valid reason for the dispute.

If no written dispute is received within this period, the invoice shall be deemed fully accepted, final, and legally payable.

Under no circumstances may the Client withhold or delay payment of the undisputed portion of an invoice. All undisputed amounts must be paid in full by the stated due date.

Failure to comply with these requirements may result in immediate suspension of services and recovery action for outstanding amounts.

10.Performance & Results Disclaimer

Digital marketing performance is influenced by various external factors, including market conditions, competition, platform policies, algorithm updates, budget levels, and consumer behaviour.

While PaydAds applies proven strategies, data-driven optimisation, and professional expertise to maximise results, specific outcomes such as rankings, traffic, leads, sales, or revenue cannot be guaranteed.

We are committed to delivering strategic execution, continuous improvement, and transparent reporting — but results will naturally vary based on factors beyond our direct control.

11.Intellectual Property

Unless otherwise agreed in writing, all proprietary methodologies, frameworks, processes, strategies, templates, tools, systems, and know-how developed or used by PaydAds remain the exclusive intellectual property of PaydAds.

Upon full and cleared payment of all applicable fees, the Client is granted a non-exclusive, non-transferable licence to use the final deliverables created specifically for the Client's business for their intended commercial purposes.

Ownership of deliverables does not transfer any rights to PaydAds' underlying systems, strategic processes, proprietary materials, or pre-existing intellectual property.

PaydAds reserves the right to reference completed projects, including non-confidential materials and performance outcomes, for portfolio, case study, and marketing purposes unless otherwise agreed in writing.

12.Limitation of Liability

To the fullest extent permitted by applicable law, PaydAds shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to:

• •Loss of profits, revenue, or anticipated savings
• •Loss of business opportunities
• •Business interruption
• •Loss, corruption, or inaccuracy of data
• •Loss of goodwill or reputational harm

PaydAds' total aggregate liability arising out of or in connection with any claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to the total fees paid by the Client to PaydAds in the one (1) month immediately preceding the event giving rise to the claim.

Nothing in these Terms shall limit or exclude liability where such limitation or exclusion is prohibited by law.

13.Indemnification

The Client agrees to indemnify, defend, and hold harmless PaydAds, its directors, officers, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• •The Client's business operations, products, or services
• •Any breach of these Terms or applicable laws
• •Any advertising content, materials, data, or information provided by the Client
• •Intellectual property infringement, regulatory violations, or misrepresentation related to the Client's business
• •Misuse of the services or platforms managed by PaydAds

This obligation shall survive termination of the agreement.

14.Third-Party Platforms

PaydAds may create, manage, or optimise campaigns using third-party platforms, software, or service providers, including advertising networks, analytics tools, hosting providers, and other digital platforms.

The Client acknowledges that PaydAds does not own or control such third-party platforms and shall not be liable for:

• •Platform outages, downtime, or technical failures
• •Account suspensions, restrictions, or bans imposed by the platform
• •Policy changes, compliance requirements, or enforcement actions
• •Algorithm updates or system modifications affecting performance
• •Changes in pricing, reach, targeting, or functionality

The Client remains solely responsible for complying with the terms, policies, and legal requirements of any third-party platform used in connection with the services.

PaydAds shall not be responsible for any losses, delays, or performance fluctuations resulting from actions or decisions made by third-party platforms.

15.Governing Law

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

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

16.Changes to These Terms

PaydAds reserves the right to amend or update these Terms from time to time to reflect changes in law, business practices, or service offerings.

Any updated version will be published on our website with a revised "Last Updated" date. Where appropriate, we may also notify Clients via email or written communication.

Continued use of our services following publication of the updated Terms shall constitute acceptance of the revised Terms.

If a Client does not agree to the updated Terms, they must cease use of the services and provide written notice of termination in accordance with the applicable cancellation provisions.

17.Contact

If you have any questions, concerns, or notices relating to these Terms, please contact PaydAds through the official contact page on our website.

Formal legal notices must be submitted in writing via the contact details provided on our website and will be deemed received once acknowledged by PaydAds.