Terms of Service

Last updated: May 2026

1. About These Terms

These Terms of Service ("Terms") govern the relationship between KINTITY LTD (trading as KirovAds) and any individual or business ("Client", "you") who engages KirovAds for marketing consultancy services.

By submitting an audit request, signing a proposal, or otherwise engaging our services, you agree to be bound by these Terms. Please read them carefully before proceeding.

These Terms apply in addition to any specific engagement letter, statement of work, or proposal agreed between us. In the event of a conflict, the specific engagement document shall prevail over these Terms.

2. About KirovAds

KirovAds is a trading name of KINTITY LTD, a private limited company registered in England and Wales.

3. Our Services

KirovAds provides marketing consultancy services to online businesses, including but not limited to:

• Paid advertising management and strategy (Meta Ads, Google Ads, TikTok Ads, Microsoft Ads)
• Marketing tracking and analytics setup (Google Tag Manager, GA4, Meta Pixel, Conversions API)
• ROAS improvement and campaign optimisation
• Marketing audits and performance reviews
• Conversion Rate Optimisation (CRO) and A/B testing
• AI marketing implementation and strategy
• Digital marketing strategy and business consulting
• Team training and knowledge transfer

The specific services to be delivered in any engagement will be set out in a written proposal or statement of work agreed between us before work commences.

Free Initial Audit

We offer a free initial marketing audit of up to 30 minutes. This is a no-obligation consultation designed to assess your current setup and identify areas for improvement. The free audit does not constitute a service engagement and no contract is formed until a written proposal is accepted by both parties.

KirovAds reserves the right to decline to provide a free audit at its sole discretion.

4. Engagement Process

A service engagement begins when:

1. KirovAds issues a written proposal or statement of work outlining the scope, deliverables, timeline and fees;
2. The Client accepts the proposal in writing (including by email); and
3. Any required upfront payment or deposit has been received.

No work will commence until all three conditions are satisfied unless expressly agreed otherwise in writing.

Changes to Scope

Any changes to the agreed scope of work must be agreed in writing by both parties before additional work is undertaken. Where a scope change results in additional fees, these will be confirmed in writing before the additional work commences.

5. Fees & Payment

5.1 Fee Structure

Our services are priced on one of the following bases as agreed per engagement:

• Project fee: A fixed fee for a defined deliverable or project.
• Monthly retainer: A recurring monthly fee for ongoing services.
• Hourly rate: Charged at an agreed hourly rate for ad hoc consultancy work.

Our minimum engagement fee is €150. All fees are quoted exclusive of VAT or applicable taxes unless otherwise stated. Fees are quoted in EUR unless otherwise agreed; invoices may be issued in EUR, GBP, or BGN by mutual agreement.

5.2 Invoicing & Payment Terms

• Invoices are issued on commencement of a project or monthly for retainers.
• Payment is due within 14 calendar days of the invoice date unless otherwise agreed in writing.
• For new clients, an upfront payment of 50% of the project fee may be required before work commences.
• Accepted payment methods will be specified on the invoice.

5.3 Late Payment

Invoices not paid by the due date may incur interest at the rate of 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. KirovAds reserves the right to suspend services for invoices more than 14 days overdue.

5.4 Ad Spend & Third-Party Costs

Advertising spend on platforms (Meta, Google, etc.) is paid directly by the Client to those platforms and is not included in KirovAds' fees unless explicitly stated. KirovAds is not responsible for any charges, disapprovals, or penalties imposed by advertising platforms.

6. Client Responsibilities

To enable KirovAds to deliver services effectively, the Client agrees to:

• Provide timely access to required advertising accounts, analytics platforms, and relevant data;
• Designate a single point of contact who has authority to give instructions and approvals;
• Provide accurate and complete information about the business, products, target audience and objectives;
• Review and provide feedback on deliverables within 5 business days of receipt (or as otherwise agreed);
• Ensure that all content, assets and information provided to KirovAds does not infringe any third-party rights and complies with applicable laws;
• Comply with the terms and policies of all advertising platforms used.

KirovAds shall not be liable for delays or reduced performance caused by the Client's failure to meet these responsibilities.

7. Intellectual Property

7.1 Client Materials

All intellectual property provided by the Client (logos, brand assets, copy, data, etc.) remains the property of the Client. The Client grants KirovAds a non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

7.2 KirovAds Deliverables

Upon receipt of full payment, KirovAds assigns to the Client ownership of deliverables specifically created for the Client under the engagement (e.g. ad copy, campaign structures, tracking implementations).

7.3 KirovAds Methods & Tools

KirovAds retains all intellectual property rights in its proprietary methodologies, frameworks, processes, templates, and tools developed independently of any specific client engagement. The Client is granted a non-exclusive, non-transferable licence to use any such tools or frameworks to the extent necessary to benefit from the deliverables.

7.4 Website Content

All content on kirovads.com — including text, design, graphics, and code — is the property of KINTITY LTD and may not be reproduced without prior written permission.

8. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the engagement ("Confidential Information"), and not to use it for any purpose other than performing obligations under these Terms.

This obligation does not apply to information that:

• is or becomes publicly available through no fault of the receiving party;
• was already known to the receiving party prior to disclosure;
• is independently developed by the receiving party without use of Confidential Information; or
• is required to be disclosed by law, regulation, or court order.

Confidentiality obligations survive termination of the engagement for a period of 3 years.

KirovAds may reference the Client's name and general nature of work in a client portfolio or case study unless the Client expressly requests otherwise in writing.

9. Limitation of Liability

9.1 Limitation

To the fullest extent permitted by law, KirovAds' total liability to the Client for any claim arising out of or in connection with an engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to KirovAds in the 3 months preceding the event giving rise to the claim.

9.2 Exclusions

KirovAds shall not be liable for:

• Loss of profits, revenue, business, goodwill, or anticipated savings;
• Indirect or consequential losses;
• Any loss arising from the Client's failure to follow KirovAds' recommendations;
• Changes in algorithm, policy or platform behaviour by Google, Meta, or any other third-party platform;
• Advertising account suspensions, bans, or disapprovals by advertising platforms;
• Results of advertising campaigns — performance marketing involves inherent risk and past results do not guarantee future results.

9.3 No Guarantees

KirovAds does not guarantee specific results from any advertising campaign or marketing strategy. Our services represent professional advice and execution based on best practices and experience; actual results depend on many factors outside our control.

9.4 Non-Exclusion

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

10. Termination

10.1 Termination by Either Party

Either party may terminate an ongoing engagement by giving 30 days' written notice to the other party. Notice must be sent by email to the contact address specified in the engagement agreement.

10.2 Immediate Termination

Either party may terminate an engagement immediately by written notice if the other party:

• materially breaches these Terms and fails to remedy the breach within 14 days of written notice;
• becomes insolvent, enters administration, or ceases trading; or
• engages in conduct that is fraudulent, illegal, or seriously harmful to the other party's reputation.

10.3 Effect of Termination

On termination:

• All outstanding fees for work completed or in progress become immediately payable;
• Each party will return or securely destroy the other's Confidential Information on request;
• KirovAds will provide reasonable handover assistance for a period of up to 10 business days.

Termination does not affect accrued rights, payment obligations, confidentiality, or any other provision that by its nature survives termination.

11. Governing Law & Disputes

These Terms and any engagement governed by them are subject to the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Before commencing formal legal proceedings, the parties agree to attempt to resolve any dispute in good faith through direct negotiation. If a dispute cannot be resolved within 30 days of written notice, either party may pursue formal legal remedies.

12. General

12.1 Entire Agreement

These Terms, together with any applicable engagement letter or proposal, constitute the entire agreement between the parties relating to the services and supersede all prior representations, agreements, and understandings.

12.2 Amendments

KirovAds may update these Terms from time to time. The updated Terms will be posted on kirovads.com with a revised "Last updated" date. Continued engagement after the effective date of updated Terms constitutes acceptance.

12.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

12.4 Waiver

Failure by either party to enforce a right under these Terms does not constitute a waiver of that right.

12.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without KirovAds' prior written consent. KirovAds may assign its rights and obligations to an affiliate or successor company.

12.6 Force Majeure

Neither party shall be in breach of these Terms or liable for delay or failure to perform any obligation if such delay or failure results from events beyond their reasonable control (including but not limited to acts of God, government actions, telecommunications failures, or pandemics).

12.7 Relationship of Parties

The relationship between KirovAds and the Client is that of independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

13. Contact

For any questions about these Terms, please contact: