CP Agency Ltd
This Paid Ads Schedule ("Schedule") forms part of the Terms of Service between CP
Agency Ltd ("CP", "we", "us", "our") and the Client.
This Schedule applies only where paid advertising services are included in an agreed
Proposal, including campaigns delivered on Meta (Facebook and Instagram), Google Ads
(Search, Performance Max, Display, YouTube, Shopping), and other paid media platforms
agreed in writing.
Where there is any conflict:
• The Proposal or any project-specific agreement takes precedence for scope,
deliverables, and timelines
• The Terms of Service govern all other matters
• This Schedule applies unless expressly overridden in writing

1. Purpose of Paid Ads Services

Our paid ads services are designed to:
• Plan, build, launch, and manage paid advertising campaigns
• Optimise campaigns over time based on performance data
• Provide reporting, insights, and recommendations
• Support tracking, measurement, and conversion setup within the agreed scope
Paid ads services are intended to manage and improve advertising performance over time,
not to replace organic marketing, content production, or web development unless expressly
agreed.

2. Platforms Covered

Paid ads services may apply to, but are not limited to:
• Meta Ads (Facebook and Instagram)
• Google Ads (Search, Performance Max, Display, YouTube, Shopping)
• Other platforms as agreed in writing
The specific platform(s), campaign types, and objectives are defined in the Proposal.

3. What Paid Ads Services Typically Include

Unless otherwise stated in the Proposal, paid ads services may include:
• Account audit and initial setup or restructuring
• Campaign, ad set, and ad build within the agreed platforms
• Audience research, targeting, and segmentation
• Keyword research (where applicable)
• Ongoing optimisation of bids, budgets, audiences, placements, and creative
• Reasonable copywriting for ads within scope
• Conversion tracking and pixel/tag setup or troubleshooting within scope
• A/B and creative testing within agreed budgets
• Regular reporting and performance reviews
• Strategic recommendations based on observed performance
All paid ads services are provided on a reasonable endeavours basis.

4. What Paid Ads Services Do Not Include

Unless expressly agreed otherwise, paid ads services do not include:
• Production of original photography, videography, or design assets beyond the agreed
creative scope
• Landing page design, build, or development
• Website performance, speed, or conversion-rate optimisation outside the ad
campaigns themselves
• SEO, organic social, email marketing, or content strategy
• CRM, analytics platform, or third-party integration work outside the agreed tracking
setup
• Advertising spend (media spend), which is paid by the Client directly to the relevant
platform
• Recovery from account suspensions, disapprovals, or policy strikes caused by Client-
supplied content, claims, or website issues
• Legal, regulatory, or compliance review of advertised products, claims, or offers
Where work falls outside scope, we will discuss options and pricing before proceeding.

5. Minimum Term

Paid ads engagements operate on a minimum term of six (6) months from the campaign
start date, unless a different term is expressly agreed in writing in the Proposal.
This minimum term reflects the time required to:
• Set up, structure, and stabilise accounts
• Allow platform algorithms to learn and exit the initial learning phase
• Gather sufficient data to make informed optimisation decisions
• Test, iterate, and refine creative, audiences, and bidding strategies
• Demonstrate meaningful, comparable performance trends
Fees for the full minimum term remain payable in accordance with the Proposal, even where
the Client requests early termination, save where termination arises from our material breach
not remedied within a reasonable period after written notice.
After the initial minimum term, the engagement continues on a rolling monthly basis unless
otherwise agreed, and may be terminated by either party giving at least thirty (30) days’
written notice, expiring no earlier than the end of the minimum term.

6. Account Establishment and Learning Period

Paid advertising performance is rarely immediate. Platform algorithms (including Meta’s
Advantage and Google’s Smart Bidding systems) require time and data to learn, stabilise,
and produce reliable results.
The Client acknowledges that:
• Accounts and campaigns typically require a minimum of three (3) months to become
well established
• During this period, performance may fluctuate as the platforms learn, audiences are
tested, and creative is iterated
• Cost per result, return on ad spend, and other key metrics may be inconsistent or
unfavourable in the early weeks
• Frequent, large, or unnecessary changes during this period (including pausing
campaigns, resetting budgets, or switching objectives) can extend the learning phase
and delay results
• Meaningful, like-for-like performance comparisons are generally only possible after
the establishment period
We will manage campaigns in good faith throughout this period and provide regular updates,
but we do not warrant specific performance during the establishment period or at any point
thereafter.

7. Performance, Results, and No Guarantees

We do not guarantee specific results, including but not limited to:
• Impressions, clicks, click-through rates, or reach
• Cost per click, cost per acquisition, or cost per result
• Conversion volume, conversion rates, or return on ad spend
• Revenue, sales, leads, app installs, or any other commercial outcome
• Search rankings, quality scores, relevance scores, or platform-assigned ratings
Performance is influenced by many factors outside our control, including platform algorithm
changes, auction dynamics, competitor activity, seasonality, market conditions, product or
offer competitiveness, pricing, website performance and conversion rate, fulfilment, and the
quality of Client-supplied assets and information.
Recommendations are made in good faith based on experience, available data, and current
platform best practice.

8. Media Spend (Ad Budget)

Media spend (the budget paid to advertising platforms) is paid by the Client directly to the
relevant platform, unless expressly agreed otherwise in writing.
The Client is responsible for:
• Maintaining a valid, funded payment method on the ad account at all times
• Setting and approving budget levels in writing
• Any platform fees, taxes, surcharges, currency conversion fees, or chargebacks
applied by the platform
• Any losses or campaign disruption arising from declined payments, exhausted
budgets, or removed payment methods
Our management fees are separate from media spend and are payable in accordance with
the Proposal regardless of the level of media spend.
We will operate within the agreed budget but cannot guarantee precise spend pacing due to
platform delivery mechanics. Minor over- or under-delivery within platform tolerances is
normal.

9. Account Ownership and Access

The Client owns, or must own, the advertising accounts used to deliver campaigns, including
the underlying ad accounts, business managers, pixels, conversion APIs, tags, audiences,
and historical data.
Where we create new accounts or assets on behalf of the Client, ownership transfers to the
Client and we will be granted appropriate access to manage them.
The Client agrees to:
• Maintain administrative ownership of all ad accounts, business managers, Google
accounts, pixels, and tracking assets
• Grant and maintain the access levels we reasonably require to deliver the services
• Not remove or restrict our access during the term without prior written agreement
• Notify us in advance of any changes to account ownership, billing, or structure
We do not warehouse Client ad accounts. On termination, the Client retains full ownership
and historical data, and we will remove our access in line with platform requirements.

10. Approvals, Claims, and Compliance

The Client is responsible for the accuracy, legality, and compliance of all advertised
products, services, offers, claims, prices, and creative content, including any Client-supplied
or Client-approved assets.
Before any campaign goes live, the Client agrees to review and approve:
• Ad copy and creative
• Targeting and audience selections
• Landing page destinations
• Offers, prices, terms, disclaimers, and any regulated claims
We will use reasonable care to follow platform policies and applicable advertising codes, but
we do not provide legal, regulatory, or industry-specific compliance advice (including but not
limited to financial promotions, healthcare, supplements, cryptocurrency, employment,
housing, credit, and other regulated or restricted categories).
The Client is responsible for ensuring that any advertising complies with the relevant laws,
codes (including the UK CAP Code where applicable), and platform policies, and for
obtaining any required certifications, verifications, or approvals.
We will not knowingly create, manage, or run advertising that is unlawful, that promotes
gambling or alcohol, or that we reasonably consider would breach platform policy or
applicable advertising codes. Where we decline to deliver such advertising, this does not
amount to a breach by us of these Terms or the Proposal.

11. Platform Policies, Disapprovals, and Suspensions

Meta, Google, and other ad platforms apply their own policies and may, at their sole
discretion:
• Disapprove ads, audiences, or landing pages
• Restrict, limit, or pause accounts or campaigns
• Suspend or disable ad accounts, business managers, or associated assets
• Change features, policies, attribution models, or reporting at any time
We will use reasonable efforts to address disapprovals, appeal incorrect decisions, and
liaise with platform support, but we do not control these decisions and cannot guarantee
outcomes or timelines for resolution.
We are not responsible for losses, lost revenue, or campaign disruption arising from
platform-level decisions, policy changes, attribution changes, reporting outages, or account-
level actions, including where these affect the establishment or learning period referenced in
section 6.

12. Tracking, Data, and Attribution

Where we set up or manage tracking (including pixels, conversion APIs, GA4, server-side
tracking, and platform tags), we will do so within the agreed scope and on a reasonable
endeavours basis.
The Client acknowledges that:
• Tracking is affected by browser changes, cookie restrictions, ad blockers, consent
choices, and platform privacy updates (such as iOS app tracking and similar
measures)
• Reported metrics across Meta, Google, GA4, the Client’s own analytics, and the
Client’s CRM or commerce platform will rarely match exactly
• Attribution windows, models, and definitions vary by platform and may be changed by
the platform without notice
• Reasonable variance in reported figures is normal and not an error
The Client is responsible for cookie consent, privacy notices, and any consent-management
configuration on their website. Data protection obligations are governed by the Terms of
Service and the applicable Data Processing Agreement.

13. Reporting and Reviews

Unless otherwise agreed in the Proposal, we will provide:
• A regular performance report (typically monthly)
• A performance review or call at a reasonable cadence agreed with the Client
• Ad-hoc updates on material changes, issues, or opportunities
Reporting is based on data made available by the relevant platforms at the time of reporting.
Platforms may revise historical figures retrospectively (for example, where conversions are
deduplicated, fraud is removed, or attribution is updated), and reports reflect the data
available at the time they are produced.

14. Creative Assets

Where the Client supplies creative assets, the Client warrants that they hold the necessary
rights, licences, and consents (including talent, music, and image rights) for use in paid
advertising on the agreed platforms.
Where we produce or adapt creative within scope, the Client is responsible for final review
and approval before campaigns go live.
We are not responsible for losses, takedowns, or claims arising from Client-supplied or
Client-approved assets.

15. Pausing, Holds, and Reduced Activity

The Client may request that campaigns are paused or scaled back. Where this occurs:
• Management fees remain payable in accordance with the Proposal and the minimum
term
• Pausing or significantly reducing spend can reset or extend platform learning phases
and may impact subsequent performance
• Repeated or extended pauses may require renewed setup work, which may fall
outside scope
Where the Client wishes to pause for an extended period, we will discuss the implications
and any reasonable adjustments before proceeding.

16. Fair Use (Retainers)

Where paid ads services are provided on a retainer basis:
• Time and activity must be used reasonably and in good faith
• Excessive or disproportionate ad-hoc requests, change requests, or revisions may be
reviewed
• Where usage consistently exceeds expectations, we may propose adjustments or
alternative arrangements
This ensures fair service across all clients.

17. Suspension of Services

We may suspend paid ads services where:
• Invoices remain unpaid
• Required access is unavailable
• The Client requests, supplies, or insists on advertising content that, in our reasonable
view, would breach platform policy, applicable law, or these Terms
• Continued service would be unlawful, unsafe, or impractical
Suspension does not waive payment obligations under the Proposal, this Schedule, or the
Terms of Service, and the minimum term continues to run during any suspension.

18. Communication Channels

To ensure requests, approvals, and instructions are properly tracked, communications must
be submitted via approved channels:
• Email
• Slack (where a shared workspace is in place)
• Approved project or ticketing systems
Requests sent via SMS, WhatsApp, social media, or other instant messaging platforms are
not treated as valid instructions or approvals.
Phone calls and meetings may be used for discussion, but instructions, approvals, and
budget changes must be confirmed in writing via an approved channel.

19. Updates to This Schedule

This Schedule may be updated from time to time. The version referenced in the applicable
Proposal will apply unless otherwise agreed.

20. Relationship to the Terms of Service

This Schedule forms part of and is governed by the Terms of Service.
We reserve the right to charge interest on overdue amounts in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs,
where applicable.
Suspension of services due to non-payment does not constitute termination of the
agreement, and fees will continue to accrue in accordance with the agreed Proposal unless
otherwise agreed in writing.
In the event of any conflict, the Terms of Service prevail unless expressly overridden in
writing.

Need to Discuss Paid Ads?

Get in touch to discuss a paid advertising plan tailored to your goals.