Terms of Service

01Who we are and what these terms cover

These terms apply to every service Ascoma ROI ("we", "us", "our") provides to a client ("you", "your").

Your proposal, quote or agreement sets out the scope, fees, start date and anything specific to you. Together with these terms it forms the whole agreement between us. If the two ever conflict, your proposal or agreement takes priority.

02When the agreement starts

The agreement starts when you accept a proposal or quote in writing, sign an agreement, or pay the first invoice, whichever happens first. From that point, these terms apply.

If you ask us to begin work before any of those things happen, these terms still apply to that work.

03Commitment and term

Most of our plans begin with a three-month commitment.

After the initial period, the agreement continues month to month. Either of us can end it by giving 30 days' written notice at any time. There is no twelve-month tie-in.

Where a plan is offered without an initial commitment, a setup fee is charged with the first month and the agreement rolls month to month from day one. Your proposal will say which applies.

One-off projects, such as a landing page or website build, run to the scope and timeline in the proposal rather than a monthly term.

04Fees and payment

Base fees are invoiced monthly in advance and are payable by direct debit, standing order or bank transfer within 7 days of the invoice date unless your proposal says otherwise. Setup fees, where they apply, are invoiced with the first month.

Advertising spend is separate from our fees. You pay Google, Meta and any other platform directly, from your own accounts. Budgets are agreed with you and not exceeded without your approval.

Third-party costs such as call tracking, text messaging, software licences and AI usage are included up to the allowance stated in your proposal. Anything beyond that allowance is passed on at cost.

Where VAT applies it will be shown on the invoice. If an invoice is not paid on time we may pause work, including advertising, until it is settled, and we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

After the initial period we may review fees by giving at least 30 days' written notice. You are free to give notice if you do not wish to continue at the new fee.

05Performance fees

Some plans include a performance fee alongside the base fee. The detail is set out in your proposal.

• Baseline. Before the performance element begins, we agree a baseline with you. This is usually taken from your existing records and confirmed by the first period of tracking.
• What counts. We agree in writing what is counted, for example an attended new patient appointment, and the source we both count from.
• Calculation. At the end of each month, results above the baseline are counted and multiplied by the agreed per-unit fee. If results fall below the baseline, the performance fee for that month is zero. It is never negative and never carried forward.
• When it is billed. The performance fee is invoiced the month after it is earned, once the calculation has been made, unless a different arrangement is agreed with you in advance. It usually appears on the same invoice as the next month's base fee.
• Disputes. If either of us thinks the count is wrong, we review the underlying data together before the invoice is paid.

Performance fees continue for as long as the agreement does. They stop when the agreement ends, with the final month's performance fee included on the closing invoice.

06What we need from you

You agree to:

• Give us the access we need, such as advertising accounts, website, analytics, booking and practice management systems, within a reasonable time of us asking.
• Respond to approval requests and questions promptly. Where we have not heard back within 5 working days, we may proceed on the basis of the last agreed plan.
• Make sure the information you give us about your business, services and prices is accurate.
• Keep your advertising accounts funded and your payment details current with the platforms.
• Make sure your services, claims and patient communications comply with the law and any professional standards that apply to you.

Where delays on your side hold up the work, timelines move accordingly and fees continue as normal.

07Advertising accounts, data and creatives

We run advertising through accounts that belong to you. Where you do not already have one, we set it up in your name. The account, its history, its performance data and the audiences built from your customers remain yours throughout and after the agreement. We hold access for as long as we work together and remove ourselves when it ends.

Campaign structures, ad copy, images, video, landing page concepts, audience strategies, bidding approaches, tracking setups, automations, prompts and templates are our intellectual property. During the agreement you have a licence to use them for your business. When the agreement ends, it is at our discretion whether they are left in place, paused or removed, and whether any continued use is permitted.

08Websites and pages

Website pages and sites we design or build for you are yours to keep once they have been paid for in full. If we part ways, they stay where they are and we hand over whatever access you do not already hold.

Domains, hosting and any platform accounts for your site are held in your name. Third-party components such as themes, plugins, fonts and stock images are licensed under their own terms, and any ongoing licence costs pass to you on exit.

Our own frameworks, templates, code libraries and tooling that sit behind the pages remain ours. You have a continuing licence to use them as part of your site, but not to resell them or supply them to another agency.

09Intellectual property and confidentiality

Our systems, processes, know-how, reporting formats, strategy documents and anything we developed before or during the agreement remain ours. You grant us a licence to use your name, logo, brand materials and content for the purpose of delivering the work.

Each of us keeps the other's confidential information private and uses it only for the purposes of the agreement. That obligation continues after the agreement ends.

We may name you as a client and describe the results of our work in general terms, for example in a case study or on our website. If you would prefer we did not, tell us in writing and we will not.

10Data protection

Both of us comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018. Where we handle personal data about your patients, customers or leads on your instructions, we act as your processor and you remain the controller. A data processing agreement is available on request and forms part of these terms where personal data is involved.

You are responsible for having a lawful basis for the communications you ask us to send on your behalf.

11Results and platforms

Forecasts and examples in proposals are estimates, not promises. We cannot guarantee a specific number of enquiries, patients, sales or rankings.

We rely on third-party platforms such as Google, Meta and your website and booking software. We are not responsible for their outages, policy changes, account reviews or suspensions, or for changes to their algorithms.

12Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

Otherwise, our total liability to you under or in connection with the agreement is limited to the fees you have paid us in the three months before the event giving rise to the claim. We are not liable for loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss.

13Ending the agreement

After the initial period, either of us can end the agreement with 30 days' written notice. Email is fine.

If you end the agreement during an initial commitment period, the base fees for the remainder of that period are payable. Either of us can end the agreement immediately if the other seriously breaches it and does not put it right within 14 days of being asked, or becomes insolvent.

When the agreement ends:

• We issue a final invoice covering any outstanding base fees, third-party costs and the last month's performance fee.
• Your websites, pages, advertising accounts and data stay with you, as set out in sections 7 and 8.
• We remove our access to your accounts and systems within 14 days.
• Our intellectual property is treated as described in sections 7, 8 and 9.

14General

We may update these terms from time to time. The current version is always published at ascomaroi.com/terms. If a change materially affects you during an active agreement, we will tell you in writing before it takes effect.

Neither of us is liable for delay caused by events outside our reasonable control. If any part of these terms is found to be unenforceable, the rest still applies. Neither of us may transfer the agreement to someone else without the other's written consent, which will not be unreasonably withheld.

These terms and any agreement between us are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.