1

PROVISION OF THE SERVICE

1.1

To optimise your Pay Per Click campaigns with a view to increasing the amount of profitable clicks you receive.

1.2

You will be able to contact your account manager who will be available seven days a week, between the hours of 9am and 9pm.

2

TERM AND TERMINATION

2.1

Following the 30 day free trial period you will be contacted by your account manager who will discuss the outcome of the trial. If you are happy to continue the contract will be for a further 30 calendar days, thirty days notice is required upon cancellation. If you are not happy to continue with our service, the work to your PPC account can be reverted to the stage it was at before the trial or you can keep the work we have done for no cost whatsoever.

2.2

Cancellation at any other time by either party is subject to a notice period of one calendar month. If you wish to cancel your service please email cancellation@silvercloudsearch.co.uk You will be invoiced for one further month from the date we receive your cancellation email. If you disable our access to your ad-words account during the months notice period you will be invoiced according to your spend one month prior to you disabling our access.

2.3

Silver Cloud Solutions reserves the right to revise the terms and conditions of this agreement with one months notice.

3

CHARGES & BILLING

3.1

Silver Cloud Solutions agrees that we will not modify your daily PPC budget without your approval.

3.2

The normal cost of our management services will be the equivalent of 10% of your PPC expenditure for the previous period (usually a calendar month), subject to a minimum fee of £125 and a maximum of £2000 (exclusive of vat).

3.3

Payment can be made by BACS transfer or cheque. The first charge will be made at the end of the first calendar month after your FREE no obligation 30 day trial.

3.4

Invoices are sent out at the beginning of each month for Pay Per Click services that we have performed in the previous month. Your payment is due by the 7th day of the new month.

4

SECURITY

4.1

The Client must immediately inform Silver Cloud Solutions if there is any reason to believe that a user ID or password has been or is likely to be compromised or used in an unauthorised way.

4.2

Silver Cloud Solutions reserves the right to suspend access to the Service if at any time Silver Cloud Solutions considers that there is or is likely to be a breach of security.

5

CONFIDENTIALITY

5.1

We agree not to disclose or otherwise make available to anyone confidential information relating to your advertising campaigns.

6

LIMITATION OF LIABILITY

6.1

In no event will Silver Cloud Solutions be liable to the Client for any indirect, incidental or consequential loss or damages arising under this Contract.

6.2

The Client agrees to indemnify and keep Silver Cloud Solutions indemnified from any claim brought by a third party resulting from Silver Cloud Solutions provision of the service including but not limited to infringement of any intellectual property right of any kind, legislation or regulation or any breach by the Client of any of its obligations under these Conditions.

6.3

The service is scheduled to be available 24 hours per day, 7 days a week but Silver Cloud Solutions accepts no liability for failure to maintain this level of availability. Emergency maintenance, updates and any other procedures will be scheduled on a case-by-case basis. In the event of unforeseen disruptions to the Service, Silver Cloud Solutions will use reasonable efforts to restore Service within 24 hours but does not guarantee it will always be able to do so or accept any liability for failure to do so.

6.4

Silver Cloud Solutions backs up all databases on a nightly basis and will use reasonable efforts to restore any data lost or corrupted due to server failure within 24 hours, but Silver Cloud Solutions does not guarantee the restoration of data or accept any liability for the failure to restore lost or corrupted data.

7

MATTERS BEYOND EITHER PARTIES' REASONABLE CONTROL

7.1

If either party is unable to perform any obligation under this Contract because of a matter beyond that party's reasonable control that party will have no liability for failure to supply the Service. If any of these events continue for more than 2 weeks either party may serve notice on the other terminating this Contract.

8

ASSIGNMENT

8.1

The Client will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Contract without the prior written consent of Silver Cloud Solutions. Contravention of this restriction in any way, whether successful or not will entitle Silver Cloud Solutions to terminate the Service and/or the Contract immediately. Silver Cloud Solutions may assign or transfer its rights or obligations under this contract by written notice to the Client.

9

DATA PROTECTION

9.1

Silver Cloud Solutions are committed to protecting your privacy. We comply with all policies and regulations set out under the Data Protection Act.

10

LAW

10.1

This Contract is governed by and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.