Adwords Terms of Service

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

“Agreement Date” The Agreement Date means the date which is the earlier of the Client

accepting the Campaign Particulars by email to the Company or signing a hardcopy of this

Agreement enclosing a copy of the Campaign Particulars.

“Campaign Particulars” The Campaign Particulars provided by the Company to the Client

setting out the Client, Fee, Minimum Term, Search Engines and Website.

“Client” The Client, as detailed within the Campaign Particulars and including its

representatives.

“Company” The Company, as detailed within the Campaign Particulars shall supply the

Services under the terms of this agreement to the Client.

“Minimum Term” The Minimum Term or ‘time-frame’ of the campaign outlined in the

Campaign Particulars.

“Ongoing Fee” Equal to the Weekly/Monthly instalments and is exclusive of GST.

“Ranking” The Ranking detailed within the Campaign Particulars.

“Search Engines” The Search Engines, as detailed within the Campaign Particulars.

“Services” The provision of AdWords Optimisation services to improve elements of the

Google AdWords campaign for the purpose of having the Website found and listed by

Google Search Engines in searches and attempting to improve campaign performance.

“Term” The period between the Agreement Date and the date this agreement is terminated.

“Website” The location defined by the unique resource locator (URL) being targeted by the

campaign being the Website, as detailed within the Campaign Particulars.

Campaign Particulars

The Company shall communicate to the Client the Campaign Particulars by email. The Client

shall acknowledge and accept the Campaign Particulars by reply email (prior to the campaign

commencing) and in doing so enters this Agreement for the provision of the Services. In the

event a hard-copy Agreement is being utilised the Client shall acknowledge and accept the

Campaign Particulars by signing the Agreement and furnishing the Company with a hard-
copy, facsimile or scanned copy (prior to the campaign commencing) and in doing so enters

this Agreement for the provision of the Services.

Payment of Fees

The Client agrees to pay the Company the Upfront Fee and the Ongoing Fee for the Services

for the Term of this Agreement. Where applicable the UpFront Fee may be paid in

instalments as detailed in the campaign particulars. After the expiration of the Minimum

Term, the Client agrees to pay the Company the Fee for continued service until the

Agreement is terminated. Payments of the Upfront Fee and Ongoing Fee must be made by an

automatic credit card direct debit in advance in cleared funds scheduled in advance for the

payment period. No work will commence until such payment is made or direct debit

scheduled.

Acknowledge of loss to company if the agreement is terminated before the expiry date of

minimum term

The Client acknowledges and agrees that the Upfront Fee is calculated on the basis of the

Services being provided over the Minimum Term and that a disproportionate amount of work

is required to be undertaken by the Company for the Client in the provision of the Services

during the early part of the Minimum Term. The Client acknowledges that the timing of the

labour and assets will be deployed by the Company to provide the Services will occur in the

best interests of the Services without direct correlation to the value accrued by the instalment

payments of the Upfront Fee. Typically more value will be delivered in the early stages of the

campaign than has been accrued and the Company will incur substantial loss in the event the

Client terminates the agreement without cause during the Minimum Term. Such loss is

quantified to be the balance of the Upfront Fee.

Client of fee when client terminates agreement

In the event that the Client terminates the Services within the Minimum Term from the

Agreement Date the entire outstanding Fee shall be immediately due and payable. The Client

agrees that it shall be liable for and shall pay the balance of the Fees remaining within 14

days of termination.

Term of agreement

This Agreement shall continue for the Term from the Agreement Date.

Termination of agreement

Either party may terminate this Agreement by giving each other one (1) month’s written

notice after the expiry of the Minimum Term from the Agreement Date.

Refund Policy

If work is delayed through no fault of the Company or if the Client changes their mind and

longer wants the Company to continue providing the Services (except where such change of

mind arises because there is a breach by the Company of this agreement), no refund or

compensation will be payable by the Company to the Client.

Consequential Loss

To the extent permitted by law and subject to any consumer guarantees the Client has under

the Australian Consumer Law, the parties agree that neither party shall be liable to the other

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 parties

or arising from a breach by either party under this agreement.

Restraint on using company staff

In consideration of the Company agreeing to provide the Services to the client, the Client

agrees and warrants to the Company that it and its related parties shall not engage any

Company staff either as an employee or contractor at any time during the Term of this

Agreement or within 12 months of the termination of this Agreement.

Non-disparagement

The parties covenant that they will not at any time make any disparaging comments or

disclose any information or make or publish any statement or do any other thing which may

tend materially to harm or prejudice the other party’s reputation or good name (prejudicial

information), this includes both parties not making disparaging comments or disclosing

prejudicial information about the other through the use of social media, web discussion

groups, websites or other like forums. The parties agree to immediately remove any

prejudicial information posted online immediately upon written request of the other party.

The parties agree and acknowledge that this non-disparagement provision is a material term

of this Agreement and the Company would not have entered into this Agreement without the

inclusion of this provision. The parties acknowledge and agree that a breach of this non-
disparagement provision or disclosure of prejudicial information about the other party as

described above will be a material breach of this Agreement and may cause material damage

to the other party and that damages may be inadequate compensation for such a breach of this

provision and, subject to the court’s discretion, the non-breaching party may restrain, by an

injunction or similar remedy, any conduct or threatened conduct which is or will be a breach

of this provision.

Non Payment

Where Client fails to pay all outstanding amounts within 30 days Company will take further

action to recover debt which may include but not limited to issuing a letter of final demand,

employment of a debt recovery service, registration of the default with a credit reference

agency and/or court action. Any additional costs of recovery of outstanding payments will be

recoverable in full by the Client

Stopping AdWords

Cancellation of service does not automatically stop client Google AdWords advertising from

running and incurring Google AdWords “per click” fees. Company will not be liable for any

amounts that Google AdWords charges you following the cancellation of service. Client is to

provide written notice via email to company requesting the suspension of the Google

AdWords advertising with specific date it is to be actioned.

Indemnity by client

To the extent permitted by law, 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.

Privacy Policy and Direct Marketing

The Company complies with the Australian Privacy Principles as set out in the Privacy Act

1988 (Cth) and any other applicable legislation or privacy guidelines. The Company’s

privacy policy is available from its website or by contacting the Company’s office. The

Client consents to and authorises the Company to include the Client’s personal information in

a database compiled by the Company for use in direct marketing by the Company. If a Client

does not wish to receive marketing material from the Company, the client can opt-out by

contacting the Company. All emails, SMS and newsletters from the Company allow the

Client to opt-out of further mailings.

Waiver

The Company’s failure to act with respect to a breach by the Client or others does not waive

its right to act with respect to subsequent or similar breaches.

Jurisdiction

This Agreement is subject to the jurisdiction of the State of Queensland, Australia and the

parties irrevocably submit to the jurisdiction of the courts of the State of Queensland.

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. This Agreement and the Campaign Particulars

supersedes all prior representations, promises and warranties.

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.

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.

No merger

Where clause is intended to operate after the expiry or termination of this agreement

(including but not limited to Non Disparagement, Restraint on Using Company Staff,

Indemnity by Client and Exclusivity (if included)), the parties agree that such clauses shall

not merge and shall continue to be enforceable.

Exclusivity

The Client appoints the Company to act as its exclusive provider of the Services for the Term

subject to the following:

a. this exclusivity provision only applies to Services provided in [insert

state/territory/country] (Territory). The Client shall not be prevented from engaging another

provider of services similar to the Services if that provider will provide its services outside of

the Territory.

b. this exclusivity provision only applies to Services in relation to [insert specific industry

provisions] (Relevant Industry). The Client shall not be prevented from engaging another

provider of services similar to the Services if that provider will provide its services outside of

the Relevant Industry.