Terms & Conditions

Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "User", or "you") and Traffick Spy ("Company", "we", "us", or "our"), governing your access to and use of the Traffick Spy website at traffickspy.com and all associated services, tools, platforms, and marketing solutions provided by the Company.

By accessing our website, submitting an enquiry, signing a service agreement, or otherwise engaging with Traffick Spy in a business capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue use of our website and services.

These Terms apply to all visitors, users, clients, marketers, partners, and other individuals who access or use any part of the Traffick Spy platform or services. We reserve the right to update these Terms at any time. Continued use of our services following notification of changes constitutes acceptance of the revised Terms.

Services Offered

Traffick Spy provides a range of digital performance marketing services to businesses seeking measurable growth through paid and organic digital channels. Our core service offerings include, but are not limited to:

• Social Media Advertising: Strategy, creative development, campaign setup, management, and optimisation across platforms including Meta (Facebook and Instagram), LinkedIn, TikTok, Pinterest, and Snapchat.
• Pay-Per-Click (PPC) Advertising: Google Ads, Microsoft Advertising (Bing), and shopping campaigns including search, display, and video ad management with full bid strategy and conversion optimisation.
• Display Advertising: Programmatic banner and rich media advertising through demand-side platforms (DSPs), Google Display Network, and direct publisher deals.
• Re-Targeting & Audience Retargeting: Pixel-based and list-based retargeting campaigns designed to re-engage warm audiences across multiple digital touchpoints.
• Search Engine Optimisation (SEO): Technical SEO audits, on-page optimisation, content strategy, link acquisition, and organic growth consulting.
• Lead Generation: Funnel design, landing page strategy, A/B testing, lead magnet creation, and CRM integration to drive qualified inbound leads.
• Performance Marketing Consulting: Bespoke strategy sessions, campaign audits, attribution modelling, and reporting infrastructure design.

The specific scope, deliverables, timelines, and pricing for each engagement are defined in a separate written Service Agreement or Statement of Work (SOW) signed by both parties. In the event of a conflict between these Terms and a signed SOW, the SOW shall prevail with respect to the specific engagement.

We reserve the right to modify, discontinue, or add to our service offerings at any time. We will notify active clients of any changes to services that materially affect their current engagement.

User Responsibilities

As a client or user of Traffick Spy services, you agree to fulfil the following responsibilities to enable effective service delivery:

Account & Access

• Provide accurate, current, and complete information during onboarding and throughout the engagement.
• Grant timely access to advertising accounts, analytics platforms, CRM systems, and other tools necessary for campaign management.
• Maintain the security of any credentials or access shared with our team, and notify us immediately of any unauthorised access.

Content & Compliance

• Ensure that all creative assets, offers, and landing pages provided to us comply with applicable advertising platform policies, industry regulations, and local laws.
• Obtain all necessary permissions, licences, and rights for any content, images, or intellectual property submitted for use in campaigns.
• Refrain from instructing us to create or distribute advertising that is false, misleading, discriminatory, defamatory, or otherwise unlawful.
• Comply with applicable data protection laws (including GDPR and CCPA) in relation to any customer data shared with us for targeting or CRM purposes.

Cooperation & Communication

• Respond to requests for approvals, feedback, or information within the timeframes specified in the SOW. Delays in response may impact campaign timelines for which Traffick Spy assumes no liability.
• Designate a primary point of contact authorised to make decisions regarding campaign strategy and approvals.
• Promptly notify us of any changes to your business, products, offers, or compliance requirements that may affect active campaigns.

Payment Terms

All fees for Traffick Spy services are as set forth in the applicable Service Agreement or Statement of Work. The following general payment terms apply:

Fees & Billing

• Management Fees: Monthly retainer or project-based management fees are invoiced in advance at the beginning of each billing cycle or as specified in the SOW.
• Ad Spend: Client advertising budgets are held and managed separately from management fees. Ad spend is billed directly to the client's credit card or paid by the client directly to advertising platforms, unless otherwise agreed in writing.
• One-Time Services: Fees for audits, strategy sessions, or setup work are invoiced upon engagement commencement and due within 7 business days.
• Performance Bonuses: Where applicable, performance-based fees will be calculated and invoiced monthly based on agreed KPIs and attributable results.

Payment & Late Fees

• All invoices are due and payable within fourteen (14) days of the invoice date unless otherwise specified.
• Late payments accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, calculated from the due date.
• Traffick Spy reserves the right to suspend or pause active campaigns for accounts with outstanding balances exceeding 14 days overdue. Campaign suspension does not relieve the client of payment obligations.
• Clients are responsible for all reasonable costs of collection, including legal fees, in the event of non-payment.

Refund Policy

Management fees are non-refundable once services have commenced for a billing period. Refunds or credits for ad spend may be issued in circumstances where campaign error is attributable to Traffick Spy, subject to review on a case-by-case basis. All refund requests must be submitted in writing within 30 days of the relevant billing date.

Intellectual Property

This section outlines the ownership and permitted use of intellectual property created during or related to your engagement with Traffick Spy.

Client-Owned Assets

All pre-existing intellectual property provided by the client, including brand assets, logos, copy, creative materials, and product content, remains the sole property of the client. The client grants Traffick Spy a limited, non-exclusive, royalty-free licence to use such materials solely for the purpose of delivering the contracted services.

Traffick Spy Proprietary Tools & Methods

All methodologies, frameworks, templates, data models, software tools, playbooks, and proprietary processes developed or owned by Traffick Spy remain the exclusive intellectual property of the Company. Nothing in these Terms grants the client a licence to use, reproduce, or adapt such tools beyond the direct output of their engagement.

Deliverables & Campaign Creative

• Upon receipt of full payment for the relevant services, Traffick Spy assigns to the client ownership of the specific campaign creative assets (ad copy, static images, video scripts) created exclusively for that client's campaigns.
• Traffick Spy retains the right to reference the engagement and use anonymised or aggregate performance data for internal analysis, case studies, and marketing purposes, unless the client requests confidentiality in writing at the time of engagement.
• Strategic documents, reports, and analyses produced during the engagement become the property of the client upon full payment, subject to Traffick Spy retaining a copy for internal records.

Licence to Display

The client grants Traffick Spy a limited, non-exclusive licence to display the client's brand name, logo, and general campaign results (e.g., "achieved a 3x ROAS") in its portfolio, pitch materials, and website, unless the client requests confidentiality in writing prior to or during the engagement.

Limitation of Liability

To the fullest extent permitted by applicable law, Traffick Spy and its officers, directors, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of revenue, profit, or anticipated savings
• Loss of data or business information
• Loss of clients, contracts, or business opportunities
• Damage to reputation or goodwill
• Failure to achieve projected advertising results, conversion rates, or return on ad spend
• Platform policy changes, account suspensions, or algorithm updates by third-party advertising networks

Our total aggregate liability to you for all claims arising out of or relating to these Terms or our services shall not exceed the total fees paid by you to Traffick Spy in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

Termination

Either party may terminate a service engagement in accordance with the notice provisions set out in the applicable Service Agreement. In the absence of a specific agreement, the following general termination terms apply:

Termination by Client

• The client may terminate monthly retainer services by providing thirty (30) days' written notice prior to the next billing cycle.
• Notice must be submitted in writing via email to the client's designated account manager or to hello@traffickspy.com.
• Fees for the notice period remain payable in full. No pro-rated refunds will be issued for partial months following notice unless expressly agreed in writing.
• The client is responsible for any outstanding ad spend liabilities incurred prior to campaign pause or termination.

Termination by Traffick Spy

• Traffick Spy may suspend or terminate services immediately and without notice in cases of: non-payment, violation of these Terms, engagement in fraudulent or illegal activity, or instructions that would require us to violate advertising platform policies or applicable law.
• We may terminate a retainer agreement with thirty (30) days' written notice for any other reason, including strategic capacity decisions.

Effect of Termination

Upon termination, Traffick Spy will: (a) cease all active campaign management, (b) provide a final campaign summary and performance report, (c) transfer access to advertising accounts and creative assets owned by the client, and (d) issue a final invoice for any outstanding fees. Sections of these Terms relating to intellectual property, payment, limitation of liability, and governing law survive termination.

Governing Law

These Terms and Conditions, and any disputes arising out of or in connection with them or with the services provided by Traffick Spy, shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

Dispute Resolution

• Good Faith Negotiation: In the event of a dispute, the parties agree to first attempt to resolve the matter through good faith discussion for a period of thirty (30) days following written notice of the dispute.
• Mediation: If negotiation fails, either party may request non-binding mediation through a mutually agreed mediator before initiating formal legal proceedings.
• Arbitration: If mediation is unsuccessful, disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA), conducted in New York City, New York. Each party shall bear its own costs unless the arbitrator determines otherwise.
• Class Action Waiver: You agree to resolve disputes with Traffick Spy on an individual basis only and waive any right to participate in class action litigation or class-wide arbitration.

Notwithstanding the above, either party may seek immediate injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any objection to the laying of venue in such courts.

Contact Information

If you have any questions about these Terms and Conditions, wish to exercise your rights, or need to notify us of any matter relating to your service agreement, please contact us through the following channels:

• Legal & Compliance: legal@traffickspy.com
• General Enquiries: hello@traffickspy.com
• Phone: +1 (800) TRAFFICK — Mon–Fri, 9AM–6PM EST
• Mailing Address: Traffick Spy, Inc., New York, NY, United States
• Website: www.traffickspy.com/contact

We aim to acknowledge all formal legal enquiries within two (2) business days and to provide a substantive response within ten (10) business days. For urgent matters relating to active campaign operations, please contact your assigned account manager directly.

These Terms and Conditions were last reviewed and updated on January 1, 2025. We recommend bookmarking this page and reviewing it periodically for any updates.