Subscription Terms

PLEASE READ THESE TERMS CAREFULLY

Version: July 2022

By clicking on the “Accept” button or by accessing or using any part of the ClickTrain | PPC Management Platform (the “Platform”) and associated services, you agree to be bound by these Terms. If you do not agree to these Terms you are not permitted to access or use the Platform or services. You confirm that you have the full and requisite authority to access the Platform on behalf of your organisation, and to legally bind your organisation. Reference to “you” and “your” in these Terms is to your organisation (named as the “Client” in the Subscription Confirmation).

THESE TERMS

  1. WHAT THESE TERMS COVER

If you subscribe for, purchase or otherwise use the Platform and any of the associated services, these terms and conditions (together with the documents referred to herein) (the “Terms”) will apply to you and set out the terms on which CLICKTRAIN MARKETING PLATFORM LTD (“we”, “us”, “our”) will make the relevant services and associated functionality and content (collectively the “Services”), available to you. These Terms apply to all users of the Services.

When you subscribe to the Platform you will be given the opportunity to select your subscription level (Basic, Enhanced or Enterprise). The details of each subscription level (including details of the applicable features, functions and permitted usage) can be found here. This page may be updated by us from time to time and the version in force when you apply for your subscription will also govern your use of the Platform and Services. Your subscription details and associated fees (“Subscription Fees”) will be detailed in our email confirmation sent to you after you apply for a subscription (“Subscription Confirmation”).

When you subscribe to the Platform you will be given the opportunity to select your subscription level (Basic, Enhanced or Enterprise). The details of each subscription level (including details of the applicable features, functions and permitted usage) can be found here. This page may be updated by us from time to time and the version in force when you apply for your subscription will also govern your use of the Platform and Services. Your subscription details and associated fees (“Subscription Fees”) will be detailed in our email confirmation sent to you after you apply for a subscription (“Subscription Confirmation”).

  1. WHY YOU SHOULD READ THEM

Please read these Terms carefully before you access the Platform. These Terms tell you who we are, how we will provide the Services to you, how you and/or we may change or end your subscription, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us at support@clicktrain.com to discuss.

  1. ABOUT US

We are registered in England and Wales under company number 13450941 and our registered office is at 265-269 Wimbledon Park Rd, London SW19 6NW. Our VAT number is 387 9647 19. We operate the website hosted at www.clicktrain.com (including several subdomains) through which you can access the Platform and Services.

  1. YOUR PRIVACY

4.1. We only use personal data we collect through your use of the Services in the ways set out in our Privacy Policy. Our Privacy Policy describes our policies and procedures on the collection, use, and disclosure of your personal data when you use the Platform and Services, and provides information on your privacy rights and how the law protects you. Please read our Privacy Policy carefully before using the Platform.

4.2. Please be aware that whilst we take the measures set out in the Privacy Policy to keep your personal data secure, internet transmissions are never completely private or secure, meaning messages or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

4.3. Before you provide information about any person other than yourself, you must ensure that they understand how their information will be used (see our Privacy Policy for details) and that you have their authority to provide it to us and to give the relevant consents on their behalf. By providing their information to us you are confirming this to be the case.

YOUR ACCESS

  1. REGISTRATION

5.1. You can register for a subscription with the Platform using a Google-backed email account (either ‘@gmail.com’, or a company account hosted with Google). Authentication to use the Platform is then facilitated on a per-account basis using said email address.

5.2. We ask you to ensure that all information you provide to us on registration is true and accurate, current and complete. If there are any changes to the details supplied to us (including your contact details) it is your responsibility to inform us. Changes to your registration details should be made through the Platform.

5.3. The Platform is not available for users under the age of 18.

  1. YOUR ACCOUNT

6.1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You are responsible for safeguarding your account password. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.

6.2. If you know or suspect that anyone other than you knows your login details or password, or you believe there has been unauthorised access to your ClickTrain account, you should promptly notify us at support@clicktrain.com.

6.3. We have the right to disable your ClickTrain account at any time if, in our opinion, you have failed to comply with any of the provisions of these Terms.

  1. LINKED ACCOUNTS AND AUTHORISED USERS

7.1. As part of your registration process with us, you will be permitted to link your Google Ad accounts to the Platform (“Linked Accounts”) and designate authorised users to access your account with us (“Authorised Users”). You are responsible for ensuring each Authorised User complies with these Terms at all times and will indemnify us from and against any and all losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of any Authorised User’s acts or omissions in breach of these Terms.

7.2. Your Ad Spend must not, unless we otherwise agree, exceed the amount specified in the Subscription Confirmation. You acknowledge that your Subscription Fees are calculated based (amongst other things) on your permitted Ad Spend. We have a right to audit your use of the Platform to verify your Ad Spend. If any audit reveals any underpayment in Subscription Fees to us, paragraph 10.7 shall apply.

7.3. You are solely responsible for ensuring your use of the Platform and the Services, and more particularly your Linked Accounts, complies with all applicable Google terms and policies. In addition, you are solely responsible for ensuring your Linked Accounts are maintained at all times. We will not be responsible for any loss, delay or damage suffered as a result of your use of the Services caused by your failure to maintain, or any inaccuracies with, the Linked Accounts.

THE SERVICES

  1. YOUR ACCESS

8.1. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable right: (a) without the right to grant sublicenses, to permit your Authorised Users to use the Services during the subscription term solely for your internal business operations; and (b) to use the analyses, results and reports generated via the Platform (“Reports”) solely for your (and your end-client’s) internal business operations.

8.2. Our status (and that of any identified contributors) must always be acknowledged on the Reports with “Copyright © 2021 ClickTrain Marketing Ltd”. You must not and will ensure that no end-client of yours, removes any proprietary notice from the Reports.

  1. ACCEPTABLE USE AND CONTENT STANDARDS

9.1. You agree that:

(a)  for any and all data, AdWords, marks, content and other material that you transmit to the Platform and the Services (collectively “User Data”):

(i)  you own such User Data, or have all necessary licences, consents and permissions from your end-client in order to transmit such User Data;

(ii)  you have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data;

(iii)  you hereby grant to us a non-exclusive, royalty-free, fully paid-up, and worldwide licence to copy, modify (including the right to create derivative data and analysis thereof), display and use the User Data in order to perform our obligations under these Terms, including securely storing all such User Data for archive purposes; and

(iv) we will have the right to aggregate the User Data with data provided by other ClickTrain users for the purposes of analysing comparative performance metrics across the Platform and/or demonstrating the Services to third parties, provided always that all User Data so contributed shall be anonymised such that no data can be identifiable back to you; and

(b)  you will comply with all applicable laws and regulations with respect to your activities under these Terms and in connection with the Platform and Services.

9.2. You agree that you will not and will ensure that your Authorised Users do not:

(a)  provide or otherwise make available any part of the Services to any person without our prior written consent;

(b)  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Services in any form or media or by any means, except where expressly permitted as part of your subscription;

(c)  permit any part of the Services to be combined with, or become incorporated in, any other programs, except for your Linked Account(s);

(d) decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services, nor attempt to do any such things, except to the extent that such actions cannot be prohibited by applicable law;

(e) use the Services in any unlawful manner, or act fraudulently or maliciously, or in any manner inconsistent with these Terms, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into any part of the Services or any operating system;

(f)  upload or transmit any data, content or material which infringes the intellectual property rights of any third party. We accept no responsibility for your actions in either transmitting material to the Platform, the Internet or in your transferral of any material to other sites;

(g)  use the Services in any way that could damage, disable, or compromise our systems or security or interfere with other users, or to send unsolicited or spam emails to other Internet users regardless of whether we are referred to or not (either directly or indirectly) in such postings; or

(h)  do anything which may have the effect of bringing us into disrepute.

9.3. If you (or any Authorised User) fail to comply with our acceptable use and content standards, you will indemnify us for any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us, and we may:

(a)  withdraw your right to use the Services, and cancel your subscription and ClickTrain account with immediate effect;

(b)  issue a warning to you; issue legal action against you; disclose such information to law enforcement authorities as we reasonably feel is necessary; and/or

(c)  take any other action we reasonably deem appropriate.

9.4. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone transmitting any material in breach of these Terms.

  1. FEES

10.1. In consideration for the Services, you agree to pay the Subscription Fees in accordance with this paragraph 10 and the terms of your Subscription Confirmation. Unless otherwise expressly stated in these Terms the Subscription Fees are non-cancellable and non-refundable. All Subscription Fees are due and payable monthly in advance. 

10.2. If you apply for a Basic or Enhanced subscription, you will receive a thirty (30) day free trial. You will be required to provide your card payment details via your ClickTrain account before the expiry of the free trial period. If you fail to do so, your ClickTrain account (and access to the Platform) will be suspended. Once you have submitted your card payment details, we will arrange for payment to be taken one (1) month after your sign-up date and on the same day every month thereafter for your subscription term. Payment will be taken from your card using Stripe, and you hereby authorise us to do so.

10.3. If you apply for an Enterprise subscription you will go onto a fixed billing cycle (further detailed in your Subscription Confirmation) and we will submit invoices to you on a monthly basis. Each invoice is payable within fourteen (14) days of the date of invoice. 

10.4. If there are any issues processing your payment, or we have not received payment within fourteen (14) days after the due date, without prejudice to our other rights and remedies we may, without liability to you, disable your ClickTrain account and access to all or part of the Services and we will not be under any obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

10.5. All amounts and fees stated or referred to in these Terms:

(a)  are payable in US Dollars; and

(b)  are exclusive of sales tax, which shall be added to our invoice(s) where applicable, at the appropriate rate.

Increases to the Subscription Fees

10.6. The Subscription Fees are based (amongst other things) on the number of supervised training hours you receive from us, together with your monthly Ad Spend. 

10.7. If you exceed (whether by request or otherwise):

(a) the permitted supervised training hours and/or Ad Spend specified in your Subscription Confirmation, calculated as an average over a three (3) month period, we reserve the right to automatically upgrade your subscription to the next level.

(b) in this case, we will update your Subscription Confirmation and your next monthly payment will be increased accordingly. You acknowledge and agree to the same. If you fail to honour the next payment, we reserve the right to suspend access to your ClickTrain account. In the event you are upgraded to an Enterprise subscription, we will contact you to discuss in advance.

10.8. We also reserve the right to increase the Subscription Fees by giving you at least ninety (90) days’ notice. If you do not agree to the increase, please cancel your subscription with us. If you do not cancel your subscription before the price increase comes into effect, you will be deemed to have accepted it.

  1. MAINTENANCE AND BACK-UP

11.1. We will use reasonable endeavours to make the Platform and Services available 98% of the time on a twenty-four hours a day, seven days a week basis, except for: 

(a)  planned maintenance carried out during the maintenance windows of 8pm to 4am (GMT+1) and any time on a Saturday or Sunday; and

(b)  any urgent unscheduled maintenance as necessary.

11.2. Where applicable, we will perform scheduled back-ups of data hosted as part of the Services, provide routine and emergency data recovery and manage the archiving process in accordance with our established backup and archiving procedures. Without limiting the foregoing, we recommend that you back up any content and data used in connection with the Services, to protect yourself in case of problems with the Services.

11.3. In the event of any loss or damage to User Data, your sole and exclusive remedy will be for us to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained in accordance with the archiving procedure described in paragraph 11.2.

  1. PROPRIETARY RIGHTS

12.1. All copyright and other intellectual property rights in the Platform and Services (including, without limitation, all materials, documentation, trade names, and other proprietary information, logos, software, images, audio, video, multimedia content, photos, and graphics) throughout the world belong to us or our licensors. The rights in the Platform and the Services are licensed (not sold) to you. All such rights are reserved. Other than the User Data, you have no intellectual property rights in or to the Platform or the Services other than the right to use them in accordance with these Terms.

12.2. If you are permitted as part of your subscription to edit, print or download any content from the Platform, you must ensure that the correct copyright and trademark notices appear in all copies. You acknowledge you do not acquire any ownership rights by downloading any material from the Platform.

12.3. You will indemnify us from and against any and all losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of any third party claim that our use of the User Data infringes their intellectual property rights.

OUR LIABILITY TO YOU

  1. OUR OBLIGATIONS

13.1. We will comply with all applicable laws and regulations with respect to our activities under these Terms and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

  1. LIMITATIONS

14.1. Save as expressly stated in these Terms, we do not warrant or make any commitment that the Platform and the Services will always be available, uninterrupted or error-free (from bugs or viruses or otherwise) or that the Services, Reports and any information obtained by you through the Services will meet your requirements. 

14.2. Without prejudice to paragraph 11:

(a)  we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and 

(b)  we will not be liable to you if, for any reason, the Services are unavailable at any time or for any period. In addition, we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, mobile device, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any content available via the Services, or on any website linked to it. You are responsible for configuring your information technology, computer programmes and mobile devices in order to access the Services. You should use your own virus protection software.

14.3. Subject always to paragraph 14.4, save as expressly stated in these Terms and to the fullest extent permitted by law:

(a)  the Services are provided to you on an “AS IS” basis;

(b)  we hereby exclude all conditions, warranties, representations or other terms which may apply to the Platform and the Services, whether express, implied, statutory or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice; 

(c) in no event shall we be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Platform and/or the Services, third-party software and/or third-party hardware used with the Services, costs, expenses, or otherwise in connection with any provision of these Terms), even if we have been advised of the possibility of such damages; and 

(d) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Platform, the Services and these Terms shall be limited to the greater of: (i) the fees paid by you in the twelve (12) months preceding the claim (or series of connected claims); and (ii) $10,000.

14.4. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

SUBSCRIPTION TERM

  1. SUSPENSION

15.1. Without affecting any other right or remedy available to us, we reserve the right to suspend your access to and use of the Platform and the Services (or any part thereof) at any time if in our reasonable opinion, you have failed to comply with any of these Terms, including without limitation your failure to pay the fees when due, or if the operation or integrity of the Services (or any part thereof) is threatened.

  1. COMMENCEMENT AND CANCELLATION

16.1. Your subscription will start on the date set out in your Subscription Confirmation. Unless otherwise stated in your Subscription Confirmation your subscription will continue for an initial period of one (1) month and thereafter will automatically renew for successive one (1) month periods unless and until we or you give at least thirty (30) days’ notice to cancel (such notice will take effect on the expiry of the month after the month in which notice is served), or unless cancelled earlier in accordance with paragraph 16.2.

16.2. Without prejudice to our other rights and remedies, we may cancel your subscription: 

(a)  if you fail to pay any fees or any other sums owing to us when they fall due; 

(b) if you breach any of these Terms and (if such breach is capable of remedy) fail to remedy such breach within fourteen (14) days of us notifying you to do so; or

(c)  if we are required to do so by any order of competent authority and jurisdiction.

16.3. Upon cancellation of your subscription for any reason, your right to use the Platform and the Services will cease immediately.

GENERAL

  1. CONFIDENTIALITY

17.1. Provided it is clearly marked as “Confidential”, we will keep all confidential information you share with us (including User Data) as confidential and secret, and will only use such confidential information to perform our obligations under these Terms. We will not, without your prior consent, disclose or permit the disclosure of such confidential information to any third party except our employees, officers and professional advisers who need to have access to it.

17.2. The provisions of paragraph 17.1 shall not apply to information that is in the public domain or that we have already lawfully received, or lawfully receive at a later date, without similar obligations of confidence. 

17.3. We will be permitted to publish you as a client on our website and in other advertising and marketing materials from time to time.

  1. UPDATES

18.1. From time to time we may automatically update the Services, change the Services to improve performance, enhance functionality, reflect changes to the operating system, address security issues and/or provide you with updates incorporating “patches” and corrections of errors. Any such updates will not affect the quality or specification of the Services being provided to you unless we notify you otherwise and in such circumstances if you do not agree to such updates you have the right to cancel your subscription and receive a refund for any the  Services you have paid for but not received.

  1. LINKING TO THE SERVICES

19.1. You are only permitted to create links to the Platform from other websites provided you comply with the following conditions:

(a)  you may link to our account login page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it;

(b) you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;

(c)  you must not establish a link to the Services in any website that is not owned by you;

(d)  the Services must not be framed on any other website, nor may you create a link to any part of the Services other than the Platform homepage;

(e)  the website in which you are linking must comply in all respects with the Content Standards set out at paragraph 12 above; and

(f)  you must acknowledge us by placing the following notice in a reasonably prominent place near the link “ClickTrain AI”.

19.2. You are permitted to use the ClickTrain Application Programming Interfaces (APIs) to connect to the Services strictly in accordance with our API guidelines and instructions (issued and published on the Platform from time to time).

19.3. We reserve the right to ask you to remove any link to the Platform, as determined at our sole discretion.

  1. LINKS TO OTHER WEBSITES

20.1. The Platform may contain third-party data and content and/or links to third-party websites or services that are not owned or controlled by us.

20.2. We have no control over and assume no responsibility for, the content, privacy policies, or practices of any third-party content, websites or services. You acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

20.3. We strongly advise you to read the terms and conditions, licences and privacy policies of any third-party websites, data providers or services that you visit whilst using the Services.

  1. OUR RIGHT TO VARY THESE TERMS

21.1. We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce to the Services from time to time.

21.2. We will use reasonable efforts to give you at least thirty (30) days’ notice of any change by sending you an email with details of the change or by notifying you of a change when you next start or access the Services.

21.3. By continuing to access or use the Services after those changes become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, you may contact us to cancel your subscription with us and receive a refund for any Services you have paid for but not received. 

  1. OTHER IMPORTANT TERMS

22.1. If our provision of the Services or support for the Services is delayed by any event outside of our reasonable control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event but if the event persists for more than ninety (90) successive days you may contact us to cancel your subscription with us and receive a refund for any Services you have paid for but not received.

22.2. We may transfer our rights and obligations under these Terms to another organisation. We will always notify you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

22.3. If any of these Terms are found by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.

22.4. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

22.5. Nothing in these Terms shall be enforceable by any third party.

22.6. These Terms represent the entire agreement between us in relation to the subject matter hereof and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

22.7. If you have any concerns or wish to raise a dispute about the Services, you agree to first raise the issue and seek to resolve it by contacting us at support@clicktrain.com. These Terms shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts. Your use of the Services may also be subject to other local, national, or international laws.

  1. CONTACT US

To contact us please email us at support@clicktrain.com.