Master Service Agreement

For existing clients: we're in the process of merging our companies, so information on this page may not be accurate in your specific case. Please refer to the email that we've sent to you directly. Alternatively, you can find a copy of the general communication below:

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Last updated: December 14, 2023

Welcome to WeAdU!

This Service Agreement (“Agreement”) is a legal agreement between WeAdU Ltd, a Limited Liability Company, registered in England under the number 11723790, (“WeAdU”, the “Service Provider”, “us”, or “we”) and the entity or person, as well as their employees or agents (collectively: “you”, “your”, or “Client”) who enter into business with us to receive certain marketing, data, technology, analytics, and other business services and systems that may be offered by WeAdU and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to these Services, and may be complemented with an individual arrangement that precise additional terms or exceptions to this Agreement.

The Agreement becomes effective and legally binding when you accept to start working with us, whether by signature, by online ordering, or by any other means (including, without limitation, email acceptance or confirmation), acceptance being deemed if you receive or continue to receive the Services.

You may not enter into business with us unless you agree to abide by all the terms and conditions in this Agreement.


1. Definitions

"Ads" means any online advertisement, which comes in many forms (Search, Shopping, etc).
"Ads Network" means any online advertising program, mainly Google Ads.
"Ads Account" means the account where one or multiple Campaigns are managed.
"Ads Campaigns" constitute a group of one or more Ads.
"Ads Budget" means the amount that is planned to be spent on one or more Ads Accounts.
"Ads Costs" means the amount that was effectively spent on one or more Ads Accounts.

2. Services

a. Services Provided: We may provide you with one or more Services from the following list, which include, but are not limited to:
Search Engine & Social Media Marketing
Account and campaigns creation
Ads creation based on the information you provided
Campaigns optimization according to our strategies and your goals
Budget management
Search Engine Optimization
Advanced Analytics
Integration Services
Google Tag Manager, Google Analytics, Shopify, WooCommerce, etc.
As well as any other Service provided by our Affiliates or Third-Party Providers.

c. Ads Networks: Selected Ads Networks include, but are not limited to, Google, Microsoft, and Meta (Facebook & Instagram).

d. Reporting & Support: We will provide you, upon request, with a monthly report detailing activities and results of Services provided. You will have, where possible, at least, view access to the Ads Account(s).
We will provide support primarily via email, or through documentation that we make available to you. We will accept to schedule personalized calls on a case-by-case basis and reserve the right to refuse such calls if deemed untimely.

e. Paying Agent: We provide an optional Paying Agent service, which means that we (or one of our affiliates) act as an intermediary between you and the Ads Network regarding the Ads Costs. You will pre-pay the Ads Budget, and the amount (minus any service fee) will be invested toward your Campaigns. These Budgets will always be paid in advance, and you remain liable for any local surcharges or taxes that may be applied to the Ads Costs, without limitation of time.


3. Client Responsibilities and Acknowledgments

a. Client Responsibilities: To provide these Services, you agree:
To provide us access to your website(s) and required platforms (Google Ads, Analytics, Merchant Center, etc.).
To provide to, and authorize us the use of all your logos, trademarks, website images, etc., and guarantee such elements provided to be your property.
That if your website(s) is light in textual content, you will provide additional relevant text content in electronic format.

b. Client Acknowledgments: You understand, acknowledge, and agree that: (i) We have no control over the policies of Ads Networks; hence, we shall not be held liable for services exclusion, rankings, penalties, or dropped listings abstained from Ads Networks. (ii) We are not responsible for changes made to your website(s) by other parties that adversely affect its search engine or directory rankings.

c. Non-Exclusivity: The parties acknowledge and agree that WeAdU is providing access to and use of its non-exclusive Services to multiple clients.


3. Pricing, Fees & Additional Costs

We will provide the Services to you at the rates and for the fees (“Fees”) described to you via email or any other method of communication. We may revise the Fees at any time. However, we will provide you with at least 30 days' advance notice before revisions become applicable to you.

In addition to the Fees, you are also responsible for any costs to Ads Networks resulting from the running of Ads on Accounts, whether the Paying Agent scheme (see article 2.e) applies or not.

You are also obligated to pay all taxes, customs, duties, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or, harmonized sales tax, and/or withholding tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

We will not issue any refunds, under any circumstances whatsoever.
WeAdU is hereby authorized to charge your credit card, your bank account through Direct Debit or other payment mechanisms for any amounts owed if you provide such information.

Debt Collection. If you have a balance overdue for more than 14 days, we may send you a warning and suspend our services. If your balance is still due 14 days after this warning, we may refer your debt to a debt collection agency, and if we do so, you must pay any costs that would incur in connection with the recovery of this debt (including the agency’s fees and any legal fees). We will not refer your debt to a debt collection agency if we have agreed to an instalment plan, and you make your payments. Overdue amounts are also subject to interest at 0.1% per day.


4. Term and Termination

a. Term and Termination: This Agreement is effective upon the date you accept to start receiving any of the Services, and continues until terminated by you or WeAdU.

Unless specifically agreed otherwise, you may terminate this Agreement at any time by simple and explicit written notice (email or paper mail); we may terminate this Agreement at any time for any reason and without notice.

b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to pay all remaining fees and costs or other financial obligations incurred by you or through your use of the Services prior to termination.

If you would like to gain ownership of Ads Accounts that were created under the Paying Agent scheme, you will be responsible for contacting the Ads Network to request a change of payer (from us to you). For your information, we noted that this process generally takes 1-3 weeks.

In addition, upon termination, you understand and agree that (i) all materials granted to you by WeAdU under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our platforms; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data.


5. Service Requirements, Limitations, and Restrictions

a. Confidentiality and non-disclosure: WeAdU agrees to keep all information obtained during the term of this agreement confidential. None of the parties will disclose any confidential information without prior written consent from the other.  Furthermore, the Client agrees to withhold the highest level of respect for all individuals employed by the Provider during and at any time following agreement terms. 

b. Compliance with Applicable Laws: You must receive the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable.

c. Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities we have identified as a  restricted business or activity  (collectively, “Restricted Businesses”). Restricted Businesses include the use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists. We may add to or update the Restricted Business List at any time.


6. Referral Program

As a Client, you have the possibility to participate in our  Referral Program , which terms are linked here and incorporated into this Agreement.


7. Additional Legal Terms


1. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services. We will provide you with notice of any changes via email or through other reasonable means. If you are an existing Client, the changes will come into effect 10 days after we post the changes to our website, and your use of the Services more than 10 days after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last updated” date at the top of the Agreement.

2. Force Majeure
Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

3. Your Liability For Third-Party Claims Against Us
Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You agree to defend WeAdU, our affiliates, and their respective employees, agents, and service providers (each a “WeAdU Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a WeAdU Entity, and you agree to fully reimburse the WeAdU Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability we incur that results from your use of the Services; (iii) your negligent or willful misconduct, or the negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and your Customers.
Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Refunds, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.

4. Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will comply with all Laws applicable to your business and use of the Services; (d) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (e) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

5. No Warranties
WEADU DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, WEADU PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

6. Limitation of Liability
IN NO EVENT SHALL WEADU BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. WEADU MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

7. Jurisdiction & Disputes
This Agreement shall be governed by and interpreted in all respects by the laws of England, without reference to its conflict of laws’ principles, and you agree to submit to the personal jurisdiction of the courts of London, England.

Both Parties agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in the above-mentioned jurisdiction.

12. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and WeAdU for the provision and use of the Services. Except where expressly stated otherwise in writing executed between you and WeAdU, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.