1. Definitions and Interpretation
1.1. In these terms and conditions (the “Terms”), the following definitions shall apply: * “BoostOnline” means BoostOnline™ UK Group Ltd (Company Number 09446026), having its registered office at The Corner House, 2 High Street, Aylesford, ME20 7BG, trading as BoostOnline. * “Website” means the website with the uniform resource locator www.boostonlineadvertising.co.uk. * “You” and “Your” means the user accessing or using the Website. * “Us,” “We,” and “Our” means BoostOnline UK Group Ltd and/or BoostOnline.
1.2. The headings contained within these Terms are for ease of reference only and shall not affect the interpretation or construction of these Terms.
2. Licence to Use the Website
Subject to Your due compliance with all provisions of these Terms, BoostOnline hereby grants to You a non-exclusive, limited, revocable, and non-transferable licence to access and utilise the Website solely for its intended purpose. This licence explicitly excludes any right to commercially exploit the Website or its content without the express prior written authorisation of BoostOnline.
3. Acceptance of Terms
By accessing, browsing, or otherwise using the Website, You unequivocally and irrevocably agree to be bound by these Terms. In the event that You do not agree with any provision of these Terms, You are hereby instructed to immediately cease all access and use of the Website.
4. Amendments to the Website and Terms
You hereby acknowledge and agree that BoostOnline reserves the sole and unfettered right to modify, update, alter, or otherwise amend the Website and these Terms at its absolute discretion, without the requirement for any prior notice. Your continued access or use of the Website following the implementation of any such changes shall be deemed to constitute Your conclusive acceptance of the revised Terms. It is Your sole responsibility to regularly review these Terms for any updates or modifications.
5. Termination of Access
BoostOnline reserves the absolute right to terminate the agreement constituted by these Terms and/or Your access to the Website at any time, with or without providing any reason, by furnishing You with written notice of such termination. Upon the effective date of termination, You shall forthwith cease all access to and use of the Website.
6. Website Availability and Disclaimer of Warranties
6.1. You explicitly acknowledge and agree that BoostOnline is under no legal obligation to maintain the continuous availability of the Website and expressly disclaims all warranties, whether express or implied, regarding its uninterrupted or error-free operation.
6.2. BoostOnline shall not be held liable for any loss or damage, howsoever arising, resulting from the temporary or permanent unavailability of the Website or any services or offers presented thereon.
6.3. BoostOnline provides no guarantees, whether express or implied, as to the ongoing availability, functionality, or performance of the Website or any services advertised therein.
7. Intellectual Property Rights
7.1. All content displayed on the Website, including but not limited to text, graphics, logos, images, software, and the design, structure, and layout of the Website, as well as any websites designed by BoostOnline, constitute the exclusive intellectual property of BoostOnline and are duly protected by applicable intellectual property laws, including but not limited to copyright and trademark legislation. No portion of the Website or such content may be utilised for any purpose related to the Website or the commercial activities of BoostOnline without the explicit prior written consent of a duly authorised representative of BoostOnline.
7.2. Without the express, explicit, and prior written consent of BoostOnline, You are strictly prohibited from: * Replicating or utilising the specific details and professional profiles of any service provider listed on the Website. * Replicating, copying, or reproducing all or any part of the Website, including the BoostOnline logo (which is the subject of Trademark Certification) and brand name, in any manner or form whatsoever. * Incorporating all or any part of the Website into any other webpage, website, application (whether software or mobile), or other digital or non-digital format.
7.3. All Google Ads and Microsoft Bing Ads accounts constructed, implemented, and managed within the BoostOnline client centre’s are and shall remain the exclusive intellectual property of and solely owned by BoostOnline. Clients shall not be granted any administrative access to these accounts and are expressly prohibited from removing, copying, altering, or otherwise tampering with them in any manner.
7.4. BoostOnline asserts its moral and registered rights in and to its trademarks. You shall not copy, alter, use, or otherwise deal with the BoostOnline marks without obtaining the explicit prior written consent of a duly authorised representative of BoostOnline.
7.5. Any website constructed or developed by BoostOnline must prominently and perpetually display a clear and legible footer indicating “powered by BoostOnline” and must also include the BoostOnline logo in a clearly visible manner. Failure to strictly comply with this mandatory requirement shall render You liable for a fixed fee, which shall be no less than fifty percent (50%) of the original website build cost.
7.6. All content provided by the Customer or any service provider, including without limitation any source code, product formulations, usage data, innovative concepts, proposed enhancements, feature requests, suggestions, or any other information whatsoever, shall remain the sole and exclusive Intellectual Property of BoostOnline UK Group Ltd.
8. Payment Terms and Conditions
8.1. Fees for the services provided by BoostOnline UK Group Ltd are payable strictly in accordance with the following terms and conditions: * Fees may be structured as a recurring monthly retainer or as a percentage of the total monthly Google Ad spend, as explicitly detailed within the relevant client contract, formal order form, or confirmatory email correspondence. * The standard Google Ads management fee levied by BoostOnline is calculated at a rate of forty percent (40%) of the mutually agreed monthly Google Ads budget, as expressly stipulated in the Client’s contract, order form, or email confirmation. This fee is predicated upon the agreed budgetary allocation, and not the actual expenditure on Google Ads, unless otherwise specifically and explicitly stated within a separate written agreement duly executed by authorised representatives of both parties. * Fees are payable either in their entirety upfront, on a monthly basis in advance, or via an agreed schedule of deposit and final one-off payments. All payments made are strictly non-refundable, either in whole or in part, in the event that the Agreement or any relevant component thereof is terminated for any reason during the period to which the payment pertains. * Clients will be automatically re-invoiced and charged at the conclusion of their pre-paid service period unless the Client has strictly adhered to the Contract Cancellation procedure as explicitly outlined in Clause 9 herein. * Unless explicitly stated otherwise in a separate written agreement, any initial setup fees are due and payable immediately upon commencement of the services. * The Client hereby irrevocably agrees to remit payment of all invoices issued by BoostOnline UK Group Ltd by no later than the first (1st) day of each calendar month.
9. Contract Cancellation and Notice Provisions
9.1. The Client hereby agrees to be strictly bound by the agreed-upon term and duration of the services provided by BoostOnline, as stipulated in the governing contract. Upon the expiry of any initial fixed term, the agreement shall automatically transition into a continuing rolling contract.
9.2. To effect termination of any service under a rolling contract, the Client shall be obligated to provide BoostOnline with a full three (3) calendar months’ unequivocal written notice of termination, which must be formally communicated via both electronic mail (email) and registered postal service. All notice periods shall be payable in their entirety, without exception.
9.3. In the event of premature termination of a fixed-term contract initiated by the Client, the entire outstanding balance for the remainder of the contractual term shall become immediately due and payable in full within fourteen (14) calendar days of the Client’s receipt of a final invoice detailing the outstanding amount.
9.4. For fixed-term contracts, formal written notice of non-renewal must be received by BoostOnline no later than four (4) weeks prior to the scheduled expiry date of the contract. Failure to provide such timely notice shall result in the contract automatically reverting to a three (3) calendar month rolling notice period, as detailed in Clause 9.2.
9.5. Any failure by the Client to remit payment of any outstanding amounts may, at the sole discretion of BoostOnline, result in the referral of the outstanding debt to a reputable debt collection agency for recovery. Furthermore, in such circumstances, the Client’s website may be temporarily suspended or taken offline until all outstanding financial obligations have been fully discharged and cleared.
9.6. All Ads accounts, Social Media accounts, Analytics accounts, Search Console accounts, and Tag Manager accounts created and managed within the BoostOnline client centres are and shall remain the exclusive intellectual property of and solely owned by BoostOnline. This provision shall not apply in instances where the Client originally provided BoostOnline with access to their pre-existing accounts, in which case BoostOnline shall be removed from such accounts by the Client upon the formal termination of services. The Client is strictly prohibited from removing, copying, altering, or otherwise tampering with such campaigns or accounts.
9.7. Any outstanding balance owed to Google for advertising services will be automatically processed and debited from the Client’s designated payment method within a period of twenty-four (24) to forty-eight (48) hours following the cessation of the relevant advertising accounts.
10. Standing Order and Direct Debit Cancellation Obligations
Upon the formal cessation of the services provided by BoostOnline, it shall be the sole and exclusive responsibility of the Client to ensure the prompt and effective cancellation of any standing order payment instructions established for the payment of said services. BoostOnline will undertake the cancellation of any existing GoCardless Direct Debit mandates.
11. Third Party Websites and Advertising
The Website may, from time to time, incorporate information and advertising material originating from third-party businesses, individuals, and websites (“Third Parties”). By accessing and utilising the Website, You hereby provide Your explicit consent to receive such information. BoostOnline explicitly disclaims any responsibility for the accuracy, legality, or reliability of any information transmitted or provided by Third Parties, and shall not be held liable for any reliance You may place upon such information or any interactions or transactions You may engage in with Third Parties. Furthermore, BoostOnline makes no representations or warranties whatsoever regarding the accuracy or suitability of any third-party advertisements displayed on the Website.
12. Limitation of Liability and Indemnification
12.1. You expressly acknowledge and irrevocably agree that Your use of the Website is undertaken entirely at Your own sole risk.
12.2. You hereby acknowledge and affirm that, in accessing and using the Website, You do not rely upon any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not explicitly and expressly set forth within the four corners of these Terms.
12.3. You hereby agree to fully indemnify, defend, and hold harmless BoostOnline, its affiliates, officers, directors, employees, agents, and licensors from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in any way connected with Your use of or conduct in connection with the Website, including but not limited to any breach by You of these Terms or any applicable laws or regulations.
12.4. To the maximum extent permitted by applicable law, BoostOnline UK Group Ltd shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of data, loss of profits, loss of goodwill, loss of business opportunity, loss of anticipated savings, or any other similar or analogous loss, arising from Your access to, use of, or inability to use the Website or any content contained therein, whether based on warranty, contract, tort (including negligence), equity, or any other legal theory, and regardless of whether or not BoostOnline UK Group Ltd has been advised of the possibility of such damage. This exclusion of liability extends to any business interruption of any type, whether arising in tort, contract, or otherwise.
12.5. Nothing in these Terms shall operate to exclude or limit the liability of BoostOnline for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law.
12.6. Subject to Clause 12.5, to the fullest extent permitted by law, all conditions, warranties, and other terms which might otherwise be implied by statute, common law, or the law of equity are hereby expressly excluded. Where liability cannot be excluded, any liability of BoostOnline for breach of any implied warranty or condition shall be strictly limited, at Our sole option, to the re-performance of the relevant services or the payment of the direct cost of re-supplying those services.
12.7. In any event, You hereby agree that the total aggregate liability of BoostOnline to You arising out of or in connection with these Terms or Your use of the Website shall not exceed the monetary value of the specific booking or service You placed or utilised through the Website.
13. Privacy Policy
Your access to and use of the Website is further governed by Our Privacy Policy, which is hereby incorporated into these Terms by this reference. By using the Website, You acknowledge that You have carefully read, fully understood, and unequivocally agree to the terms and conditions set forth in Our Privacy Policy, and You undertake not to engage in any conduct that would compromise BoostOnline’s compliance with its Privacy Policy or act in any manner contrary to its provisions in relation to Your utilisation of the Website. BoostOnline reserves the absolute right to amend the Privacy Policy from time to time without providing any prior notice and at its sole and absolute discretion, and Your continued access or use of the Website following any such amendments shall constitute Your conclusive acceptance of the revised Privacy Policy.
14. Specific Terms and Conditions for Pay Monthly Websites with Buy Back Option
For Pay As You Go websites, which are exclusively developed and remain the proprietary property of BoostOnline, the following specific terms and conditions shall apply in addition to the foregoing provisions: These websites are offered as a flexible payment option for customers who prefer to remit a lower recurring monthly fee in lieu of incurring an initial upfront payment. Any failure to remit a monthly payment in full and on the due date will result in the immediate suspension and taking offline of Your website. This constitutes a pay-monthly service arrangement, and BoostOnline retains full and exclusive ownership of all intellectual property rights and title to the website until such time as You formally exercise the buy-back option and complete the purchase of the website at the mutually agreed price. The buy-back option may be exercised by You at any time without any restrictions. Should You elect to commission additional websites or replace the website initially constructed by BoostOnline, the pre-agreed final buy-back amount for the original website shall remain due and payable. Upon the valid exercise of the buy-back option and receipt of the agreed purchase price, ownership of the website will revert to You, and Your website will thereafter be subject to the then-current agreed annual hosting and monthly maintenance fees.
15. Notices
15.1. All formal notices required to be given to BoostOnline under these Terms shall be in writing and may be effectively served by sending them via reputable courier service providing proof of delivery, or by registered or certified mail, postage prepaid, to the registered office of BoostOnline as specified in Clause 1.1, or to such other address as BoostOnline may designate by written notice to You from time to time. For routine communications, email may be used, directed to finance@boostonline.co.uk.
15.2. BoostOnline may provide notices to You by prominently posting them on the Website or by sending them to the email address You have provided to BoostOnline. It is Your sole responsibility to ensure that Your contact details are accurate and kept current, and to promptly notify BoostOnline of any changes thereto.
15.3. In accordance with the Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002, any consent, notice, or other communication under this agreement shall be deemed effective if transmitted via electronic communication, unless physical delivery is specifically mandated by applicable law. All electronic communications directed to BoostOnline must include verifiable proof of successful receipt to be considered duly delivered.
16. General Provisions
16.1. Assignment: BoostOnline reserves the absolute right to assign, transfer, novate, or otherwise dispose of its rights and obligations under these Terms, in whole or in part, without Your prior written consent, provided that BoostOnline shall provide You with written notice of any such assignment. You shall not be entitled to assign, transfer, charge, sub-contract, or otherwise deal with any of Your rights or obligations arising under these Terms without obtaining the explicit prior written consent of a duly authorised representative of BoostOnline.
16.2. Severability: If any provision or part-provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed to be severed from these Terms, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The parties shall endeavour in good faith to negotiate and agree upon a valid and enforceable substitute provision that, as closely as possible, reflects the original intention of the severed provision.
16.3. Electronic Agreement: These Terms constitute an electronic agreement, and by accessing or using the Website, You hereby acknowledge and irrevocably agree that these Terms shall be accepted electronically and shall have the same legal force and effect as a written agreement duly executed by You. Your acceptance of these Terms is further evidenced by any electronic mail (email) correspondence received from BoostOnline relating to the services or use of the Website.
16.4. Survival: The termination of these Terms for any reason whatsoever shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued prior to the date of termination or that are expressly or by implication intended to survive such termination.
16.5. Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
16.6. Amendments without Notice: BoostOnline reserves the unqualified right to update, modify, or otherwise amend these Terms and Conditions at any time without providing any prior notice to You. It is Your ongoing responsibility to regularly review these Terms for any changes.
17. Services Disclaimer
While BoostOnline undertakes to employ its best professional efforts and expertise to provide well-structured online marketing services with the objective of achieving positive outcomes for its clients, You explicitly acknowledge and agree that the results of online marketing initiatives are inherently subject to numerous variables and factors that are often beyond Our direct control. Consequently, any services rendered by BoostOnline are provided without any express or implied guarantees regarding specific results, including but not limited to the precise number of leads generated, specific search engine page rankings achieved, or the subjective satisfaction of client expectations.