1. Interpretation & Definitions
In these Terms and Conditions, the following definitions apply[cite: 10]:
| Term | Definition |
|---|---|
| "WDL" / "we" / "us" | Wind Digital Lab, a company registered in England and Wales, headquartered in London, United Kingdom[cite: 11]. |
| "Client" / "you" | The individual, company, or organisation that engages WDL for services under a Service Agreement[cite: 11]. |
| "Services" | AI-powered performance marketing, PPC campaign management, creative services, analytics, reporting, and any ancillary services[cite: 11]. |
| "Service Agreement" | The proposal, statement of work (SOW), order form, or contract signed between WDL and the Client[cite: 11]. |
| "Ad Spend" | The budget paid directly to advertising platforms (Google, Meta, LinkedIn, Microsoft, TikTok, YouTube) separate from WDL management fees[cite: 11]. |
| "Platforms" | Third-party advertising networks including but not limited to Google Ads, Meta Ads Manager, LinkedIn, Microsoft Advertising, TikTok, and YouTube[cite: 11]. |
| "Intellectual Property" | Patents, trademarks, copyrights, trade secrets, algorithms, software, data models, campaign structures, and proprietary methodologies[cite: 11]. |
| "Confidential Information" | Any non-public commercial, financial, technical, or strategic information disclosed by one party to the other[cite: 11]. |
| "Data Protection Laws" | Legislation including UK GDPR, Data Protection Act 2018, Data (Use and Access) Act 2025, EU GDPR, CCPA/CPRA, LGPD, and PIPEDA[cite: 11]. |
| "Force Majeure" | Events beyond control, including acts of God, war, cyber-attacks, platform policy changes, pandemic, or government regulation[cite: 11]. |
2. Engagement & Scope of Services
2.1 Service Agreement
These Terms form part of, and must be read together with, any Service Agreement[cite: 15]. In the event of conflict, the Service Agreement shall prevail to the extent of the inconsistency[cite: 16].
2.2 Packages
- Trade Wind Launch: Entry-level AI-powered Google Performance Max campaigns, smart bidding, and live growth dashboard[cite: 19].
- Gale Wind Scale: Multi-platform campaigns (Google and Meta), AI creative testing, and conversion rate optimisation (CRO)[cite: 20].
- Tailwind Dominate: Full AI ad stack across all platforms, 24/7 autonomous optimisation, and custom BI dashboard[cite: 21].
2.3 Global Operations
WDL operates globally on a remote basis from the UK[cite: 24]. Targeting and regulatory requirements may vary by jurisdiction[cite: 25].
2.4 Platform Dependency
Services are dependent upon third-party platforms[cite: 27]. Platform terms and algorithms are subject to change without notice[cite: 28]. Ad account ownership should remain with the Client; WDL operates with granted access[cite: 31].
3. Fees, Payment & Invoicing
Fees comprise Management Fees (monthly retainer), Ad Spend Percentage (10%, 7%, or 3%), and Performance Bonuses where applicable[cite: 35, 36, 37, 39].
3.3 Payment Terms
Management fees are invoiced monthly in advance[cite: 45]. Ad Spend percentage fees are invoiced monthly in arrears[cite: 46]. All invoices are due within 14 days in GBP[cite: 47, 48].
3.4 Late Payment
WDL reserves the right to charge interest at 8% per annum above the Bank of England base rate[cite: 51]. Services may be suspended after 7 days' notice or terminated after 14 days of continued non-payment[cite: 52, 53].
3.6 Taxes
Fees are exclusive of VAT[cite: 58]. The Client is responsible for withholding taxes or import duties applicable in their jurisdiction[cite: 59].
4. Term, Renewal & Termination
Services continue for the Initial Term and automatically renew for successive monthly periods[cite: 64, 65].
4.2 Termination Notice
- Trade Wind Launch: 30 days' written notice[cite: 68].
- Gale Wind Scale: 60 days' written notice[cite: 69].
- Tailwind Dominate: 90 days' written notice[cite: 70].
4.3 Termination for Cause
Immediate termination applies if a party materially breaches Terms and fails to remedy within 14 days, or becomes insolvent[cite: 74, 75, 76].
5. Intellectual Property
WDL proprietary technology, AI models, and algorithms remain the exclusive property of WDL[cite: 90]. Upon full payment, WDL assigns ownership of specific creative assets produced exclusively for the Client[cite: 96].
6. Confidentiality
Each party shall keep the other's Confidential Information strictly confidential[cite: 107]. Obligations survive termination for a period of five (5) years[cite: 115].
7. Warranties, Liability & Indemnification
WDL does NOT guarantee specific results (traffic, leads, ROI) as performance depends on external factors like platform algorithms and market conditions[cite: 125, 126].
7.3 Limitation of Liability
Total aggregate liability shall not exceed the total management fees paid by the Client in the three (3) months preceding the claim[cite: 129]. WDL is not liable for indirect or consequential losses[cite: 130].
8. Data Protection & Privacy
The Client is the Data Controller; WDL is the Data Processor[cite: 146, 147]. Parties shall enter into a DPA meeting requirements of UK GDPR, EU GDPR, and other applicable laws[cite: 149].
9. Regulatory Compliance & Advertising Standards
The Client is solely responsible for ensuring products and advertising claims comply with applicable laws and standards (ASA, FTC, etc.)[cite: 165, 169]. WDL may refuse or pause any campaign violating platform policies or laws[cite: 179].
10. Force Majeure
Neither party is liable for failure to perform due to events beyond reasonable control[cite: 181]. If such event continues for more than 30 days, either party may terminate on 14 days' notice[cite: 183].
11. Governing Law & Dispute Resolution
Governed by the laws of England and Wales[cite: 187]. Disputes involve 30-day good-faith negotiation, then mediation, then exclusive jurisdiction of the courts of England and Wales[cite: 190, 191, 192].
12. General Provisions
Includes Entire Agreement, 30-day notice for Amendments, Assignment restrictions, and Anti-Bribery compliance (UK Bribery Act 2010/US FCPA)[cite: 198, 200, 204, 215].
13. Contact Information
- Company: Wind Digital Lab [cite: 218]
- Jurisdiction: Registered in England and Wales, UK [cite: 218]
- Email: Available on winddigitallab.com/contact-us [cite: 218]
- Phone: +1 (234) 567-890 [cite: 218]
- Website: winddigitallab.com [cite: 218]