Terms & Conditions

Google Ads PPC Management Terms & Conditions

 

In this Agreement, the following words have the following meanings:

“Services” Pay-Per-Click Advertising (PPC). PPC is the management of pay-per-click advertising mediums for the purposes of delivering visitors to websites.
“Company” The Company, as detailed within the “Campaign Particulars” shall supply the “Services” under the terms of this agreement to the “Client”.
“Client” The Client, as detailed within the “Campaign Particulars” and including its representatives shall receive the “Services” under the terms of this agreement from the “Company”.
“Campaign Particulars” The Campaign Particulars comprises the components of the PPC campaign including but not limited to the website, target locations, products/services to be promoted and the monthly “Fee”.

“Term” The time period for which this agreement applies.

“Website” The location defined by the unique resource locator (URL) being targeted by the campaign.
“Fee” The “Client” agrees to pay the “Company” for the “services” to the agreed total of the “term”. Payments may be made in instalments in accordance with the “campaign particulars”.
Terms 

1. The Company agrees to provide the “Client” with the “Services” as detailed in the campaign particulars email.

2. The “Client” shall acknowledge and accept the campaign particulars by reply email or payment of the fee prior to the campaign commencing and in doing so enters this agreement for the provision of the “Services”.

3. For the purposes of providing these services, “Client” agrees to provide where applicable:

  • Access to the clients Google Analytics account
  • Access to the clients Google Ads account
  • Access to the clients website (when requested)
  • A brief of the client’s PPC campaign including:
    • Products/Services offered
    • Service areas
    • Marketing budget
    • Service costs
    • Profit margins
    • Conversion rates
    • Point of difference
    • Brand guidelines
    • Target audience
    • Any offers or promotions
    • Any other requirements for the campaign

4. The “Client” agrees that this agreement shall continue until terminated. Either party may terminate this agreement by giving each other one 30 days written notice.

5. The “Client” acknowledges and agrees that:

a. The “Company” has no control over the policies of media websites with respect to the type of sites and/or content that they accept now or in the future. The “Client” site may be excluded from any website at any time at the sole discretion of the media website. The “Company” has no control over the policies of the Search Engines and the Google Ads advertising platform.

b. The “Company” cannot directly control where and when ads created for the PPC service are shown, including the location, position, timing, and in some cases ad content, such as which ad extensions are shown.

b. The “Client” shall make periodic payments for the management “fee” according to the “campaign particulars”. Payments must be made or direct debits scheduled in advance for the payment period. No work will commence until such payment is made or direct debit scheduled. In the event of a failed debit attempt, the “Client” agrees to be debited an administration fee of $9.90 inc GST by the 3rd Party debit provider engaged by the “Company”.

c. The monthly budget for click volume spend must be agreed upon before commencing service.

d. The “Company” shall deploy its labours and assets towards the supply of the “services” including but not limited to its intellectual property, research and development, content, reporting and advisory services as they relate to the “campaign particulars”. The “Client” acknowledges that the provision of these labours and assets will occur without relation to the instalment payments of the “fee”.

e. The “Client” acknowledges that the “Company” makes no warranty that PPC will generate any increase in sales, business activity, profits or any other form of improvement for the “Clients” business or any other purpose. The “Client” is liable for and agrees to indemnify the “Company” in respect of any loss or liability which the “Company” suffers, incurs or is liable for as a result of (i) any information given by the “Client” that is not accurate, up to date or complete or is otherwise misleading; or (ii) any breach of these Terms, or (iii) any damage to the reputation of the “Company” suffered as a consequence of the “Clients” breach of the Terms. If work is delayed through no fault of the “Company”, no refund or compensation will be provided to the “Client”.

f. The “Client” agrees to co-operate with the “Company” (at the expense of the “Client”) in the handling of any disputes, complaints, investigations or litigation that arise as a result of the “Clients” use of the “Services” or its conduct pertaining to this agreement. This includes but is not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information the “Client” has provided to the “Company”.

g. The obligations of the “Client” pursuant to Clauses 5 (e), (f) will survive termination of this agreement.

h. Any changes made to PPC campaigns set up or managed by the “Company” by the “Client” and it’s employees can affect performance of the service

i. If work is delayed through no fault of the “Company”, no refund or compensation will be offered.

6. The “Client” agrees not to hold the “Company” liable for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the “Company” under this agreement.

7. There are no refunds available on “services” provided by the “Company”.

8. This agreement is subject to the jurisdiction of the State of Victoria, Australia and the parties irrevocably submit to the jurisdiction of the courts of the State of Victoria.

9. Privacy: In performing the Services, the “Company” agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines, as set out in our Privacy Policy which is available on our Site.

10. Priority: If the terms of this agreement differ from any other information that the “Client” has been provided with, including by email or phone, the terms of this agreement apply, unless the “Company” agrees to otherwise in writing.

11. GST: By accepting this agreement the “Client” agrees to pay the “Company” an amount equivalent to the GST imposed on these charges.

12. Relationship of parties: This agreement is not intended to create a relationship between the parties of partnership, joint venture, or employer-employee. The “Company” may provide the “Services” to the “Client” using its employees, contractors and any third party providers it so chooses in relation to the agreement.

13. Assignment: The “Client” must not assign or deal with the whole or any part of its rights or obligations under the agreement without the prior written consent of the “Company”. Any purported dealing or representation in breach of this clause is of no effect.

14. For the duration of the agreement the client agrees to use only the PPC services provided by the company and ensure that access to accounts that are being worked on by the company, such as Google Ads accounts, can only be accessed by the client and company unless otherwise agreed.

15. Severance: If any provision (or part of it) of the agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of the agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from the agreement and the remaining provisions (and remaining part of the provision) of the agreement are valid and enforceable.

16. Cancellations of any services must be made in writing by email.

17. If the “Client” wishes to terminate an PPC agreement and cease billing, it must give 30 days written notice to the “Company”. Monthly billing will continue on an ongoing basis until notice for termination of the agreement is received. The “Company” may also terminate the agreement by providing the “Client” with 30 days written notice.

18. The client warrants and undertakes to permit company to refer to the client as a client of the company in promotional and other material.

White Label / Reseller Terms & Conditions

“Company” – Simple Digital Pty. Ltd.

“Reseller” –Business or individual that is reselling the services of “Company” to their clients

1. Company” agrees to provide Google Adwords pay-per-click (herein referred to as “PPC”) services to the clients/contacts of the “Reseller”. “Company” is authorised to use mutually agreed key phrases, ad text and landing pages to create and display “Reseller” clients ads within Google search network or on websites that are part of the Google Display network.

2. “Reseller” agrees to pay a set fee stated by the “Company”. Fee must be received prior to the start of any services provided. The fee is based on the estimated work required based on the brief provided by the “Reseller” and may be subject to change if work performed exceeds estimates. An invoice for additional work performed may be issued to the “Reseller”.

3. For the purposes of providing these services, the “Reseller” agree to provide:

  • Access to the “Reseller” clients Google Analytics account
  • Access to the “Reseller” clients Google AdWords account
  • Access to the “Reseller” clients website (when requested)
  • A brief of the client’s PPC campaign including:
    • Products/Services offered
    • Service areas
    • Marketing budget
    • Point of difference
    • Brand guidelines
    • Target audience
    • Any offers or promotions

4. All PPC services offered by the “Reseller” must be performed by the “Company” for a nominated fee set by the “Company”.

5. The monthly advertising budget for click volume spend must be agreed upon before commencing service and must be arranged by the “Reseller” or “Reseller” clients with Google. The “Company” will not be involved in setting up billing with Google and will not be responsible for amounts spend through the Google Adwords platform.

6. All PPC clients introduced to the “Company” by the “Reseller” will remain clients of the “Reseller”. The “Company” will not knowingly endeavour to contact the “Resellers” clients unless requested to do so by the reseller.

7. “Reseller” acknowledges the following with respect to services:

  • If work is delayed through no fault of the “Company”, no refund or compensation will be offered.
  • The “Company” has no control over the policies of the Search Engines and the AdWords advertising platform.
  • The “Company” cannot directly control where and when ads created for the PPC service are shown, including the location, position, timing, and in some cases ad content, such as which ad extensions are shown.
  • The “Reseller” acknowledges that the “Company” makes no warranty that PPC services will generate any increase in sales, business activity, profits or any other form of improvement for Clients of the “Reseller”.
  • Any changes made to PPC campaigns set up by the “Company” by the “Reseller”, it’s clients and employees can affect performance of the service

8. If the “Reseller” wishes to terminate an PPC agreement and cease billing, it must give 30 days written notice to the “Company”. Monthly billing will continue on an ongoing basis until notice for termination of the agreement is received. The “Company” may also terminate the agreement by providing the “Reseller” with 30 days written notice.

9. The setup fee, ongoing monthly fee and hourly rate for any additional work will be confirmed by the “Company” in writing prior to the commencement of the agreement for each of the “Reseller” client’s campaigns.

10. Obligations of the “Company” & “Reseller”.

Company:

  • Perform PPC services outlined in campaign brief.
  • Confirm campaign build with “Reseller” including keywords and Ad Copy before making campaign live.
  • Work on campaigns for the minimum duration outlined in the email sent prior to the commencement of the service.

Reseller:

  • Provide the “Company” with a complete brief of the client campaign.
  • Provide approval/feedback on PPC campaign build, keywords and Ad copy in a timely manner.
  • Implement any changes to the client’s websites which are necessary for the campaign. For example, implementing conversion tracking codes or pixels.
  • Manage all communications with clients about the service.
  • Inform the “Company” of any changes to clients business, offering, promotions, website, branding and anything else which may impact upon the service.

11. “Company” is not responsible for “Reseller” or “Reseller” clients making changes to websites, landing pages, marketing materials or AdWords accounts which affect performance.

12. There are no refunds available on services provided by the “Company”.

13. The liability of the Company under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise will not exceed the Fees paid by Client to the Consultant under this agreement.

14. Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature
whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

15. Payments are to be made monthly by recurring Paypal Direct Debit or via bank transfer where an invoice has been provided for work outside of the original scope of the agreement.

16. Cancellations of any PPC services must be made in writing by email.

17. The reseller warrants and undertakes to permit company to refer to the Reseller as a client of the company in promotional and other material.

18. For any White Label Work the reseller understands and agrees that the Company have no contractual relationship and therefore no liability in respect of the ultimate client with whom the reseller agrees to perform the White Label Work for.

19. In respect of all White Label Work the reseller shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the contract between the reseller and their client for the White Label Work.