Google AdWords Management Terms of Service

This Pay-Per-Click Management Service Contract is entered into between Digital Squad (PPC Consultant) and the Client.

 

  1. Definitions and Interpretation

In this Agreement, the following words have their corresponding meanings

Agreement / Terms and Conditions means the Client’s agreement with Digital Squad as contained in this document (as may be modified from time to time).

Google / Google AdWords / Search Engine means Google and Google AdWords except to the extent that the Client has specifically instructed Digital Squad (and Digital Squad has agreed to) manage the Client’s account in relation to a non-Google search engine in addition to (or in substitution of) Google.

I, You, Your / Account Holder, Client means the person or company named as the client in this Agreement and (where applicable) the website or business that the Client has authority over.

We, Us, Digital Squad, PPC Consultant means the Client’s Google AdWords Management Team.

 

  1. Engagement of the Company

Digital Squad will provide the Client with Pay Per Click Advertising Services (hereinafter referred to as “PPC”) as described in this Agreement. Digital Squad will target specific keywords and/or phrases to direct traffic to the Client’s website. By entering into this agreement, the Client gives Digital Squad permission to access the Client’s Google Adwords account for the purposes of managing and optimising the Client’s online business. This contract is limited to one website. Please refer to full Terms of Conditions of the PPC Service listed in Section Four (4). 

 

  1. Nature of Engagement

Digital Squad’s PPC Services are intended to serve two main purposes:

  1. To provide the Client with increased exposure in the paid advertising area of search engines like Google, and
  2. To drive targeted online traffic to the website. Digital Squad’s PPC Services will include (but not limited to):
    1. Researching keywords and phrases to select appropriate, relevant search terms.
    2. Writing of advert copy.
    3. Analysis and recommendations on optimal targeting including interests and demographics.
    4. Review and refinement of the campaign on an ongoing basis to improve the click-through rate and optimise the PPC investment.
    5. Create traffic and ranking reports for the Client’s website and any associated pages showing PPC results in Google.

 

  1. PPC Services & Conditions

Whilst Digital Squad is managing the Client’s Google AdWords account, the following terms and conditions apply:

  1. By entering this Agreement with Digital Squad, the Client gives Digital Squad permission to access the Client’s Google AdWords account for the purposes of optimisation and management of the Client’s online business.
  2. Digital Squad AdWords management (with Digital Squad management fees) is a separate service from the “per click” fees that Google AdWords will charge the Client. The Client will pay these fees directly to Google. Cancellation of the Client’s Digital Squad AdWords management does not automatically stop the Client’s Google AdWords advertising from running and incurring Google AdWords “per click” fees. Digital Squad will not be liable for any amounts that Google AdWords charges the Client following the cancellation of the Client’s management with Digital Squad. If the Client wishes to cease advertising online at the same time that the Client cancels its Digital Squad management, please notify your Client Manager in writing so that Digital Squad can cancel the Client’s Google Adwords online advertising as well. Alternatively, the Client may choose to directly access its own Google Adwords account to arrange cancellation.
  3. For clarity, please note that:
    1. Digital Squad is not Google, Google AdWords, Facebook or Yahoo;

    2. Digital Squad is affiliated with Google. However, despite this affiliation with Google, Digital Squad is a separate entity from Google.

  4. Digital Squad will endeavour to help the Client obtain the Client’s online advertising goals by providing the Client with advice, information and technical services in relation to Search Engine advertising/marketing. Unless specifically stated to the contrary in this Agreement, Digital Squad does not guarantee any particular rate of return or performance of any online advertising on Google AdWords (including but not limited to any particular search results page/s or rankings). Digital Squad cannot be held responsible for commercial outcomes which are associated with the Internet marketing or management of the Client’s Google AdWords account for the Client’s business and/or websites.
  5. Digital Squad is providing an internet marketing service for a competitive price. Digital Squad is not insuring or underwriting the Client’s chosen business model. The Client acknowledges that internet services are inherently subject to technical failures and disruptions from time to time.

 

  1. Fees, Payments & Consideration

5.1 General Costs

  1. The Initial Setup (if applicable) is payable in full before the setup of the Client’s Google AdWords accounts will begin (unless otherwise agreed in writing).
  2. The Management Fee for the Client’s Google AdWords account will be charged in advance on a monthly basis(unless otherwise agreed in writing).
  3. Digital Squad will invoice the Client at the beginning of each month for the agreed Management Fee, with payment due on the 20th of each month (unless otherwise agreed in writing).
  4. Digital Squad reserves the right to stop managing the Client’s Google AdWords account and terminate this Agreement by written (or electronic mail) notice to the Client. If this occurs, the Client’s Digital Squad monthly management fee will stop immediately and no further payments will be charged. A minimum notice period of 30 days applies.
  5. The Client can also cancel our Google AdWords Management services by written (or email) notice to us. A minimum notice period of 30 days applies.
  6. Upon cancelling our Google AdWords Management services, all amounts owing to Digital Squad will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation(unless otherwise agreed in writing). There will be no prorated refunds on the monthly Management Fees already paid.
  7. All prices quoted on our website including emails and proposals are in NZD.
  8. Digital Squad reserves the right to engage a debt collection service at the Client’s expense if there are any unpaid invoices overdue by 30 days.

5.2 Additional Costs

The Client agrees to reimburse Digital Squad for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, designing graphical ads, purchase of third-party software, stock photographs, fonts, domain name registration, web hosting or any other comparable expenses. These extra add-ons have to be paid by the due date as specified on the invoice. Additional costs are to be agreed upon prior to commencement of out-of-scope work.

 

  1. Intellectual Property & Copyright

6.1 Intellectual Property

  1. All creation files remain the property of Digital Squad and its partners unless otherwise agreed in writing.
  2. Digital Squad retains the Copyright in and the right to use all artwork created in advancing the profile of Digital Squad and to be recognised for artwork created by Digital Squad unless otherwise agreed.
  3. Digital Squad shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Client’s Web Page unless specifically agreed otherwise. Further, Digital Squad shall be free to use any ideas, concepts, know-how or techniques acquired in the construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
  4. Digital Squad observes Privacy Laws and Guidelines relating to personal data.

6.2 Copyright

To the extent that Copyright subsists in any text that Digital Squad creates for the Client’s AdWords account/s pursuant to this Agreement; Digital Squad assigns copyright in such text to the Client. For the avoidance of doubt, this clause does not assign copyright in any other materials that Digital Squad may create for the Client outside the scope of this Agreement.

 

  1. Company’s Warranties and Indemnity

The Company’s warranties and indemnities (including but not limited to) apply:

  1. Digital Squad warrants that it will provide the Services as stipulated in the Agreement using reasonable care and skill to conform in all material respects with the Terms & Conditions.  
  2. Digital Squad shall use all reasonable endeavours to meet any performance dates specified in the Agreement but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. Digital Squad shall not be liable for any delay in the delivery of the Services caused by a Force Majeure event or the Client’s failure to provide Digital Squad with adequate delivery instructions or any other instructions relevant to the supply of the Services. Force Majeure details listed in Section Eight (8).
  3. Digital Squad shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
  4. Digital Squad shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that Digital Squad shall remain liable to the Client for the performance of the Services as if it had carried them out itself. 

 

  1. Force Majeure

Digital Squad will not be liable to the Client for any delay or failure to fulfil its obligation to the extent that such delay or failure is caused beyond its control, including but not limited to, fire floods, natural disasters, terrorism, wars, strikes, lockouts and industrial disputes.

 

  1. Client’s Warranties and Indemnity

The Client warrants that everything it provides Digital Squad to employ in the PPC campaign is legally owned or licensed to the Client. The Client agrees that except to the extent caused by the gross negligence, fraudulent act or omission or wilful breach of this agreement by Digital Squad, and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to the client or its clients, officers and employees or contractors or any other entity for any Claims whatsoever:

  1. In relation to the provision or non-provision of the Services or arising from any act or omission by Digital Squad relating to the Services;

  2. Arising from any act or omission of any third party, including the unavailability or performance of any search engine, relevant internet interface or database or the listing or ranking of any of the client’s websites;

  3. In relation to the use by the Client (or its officers, employees, agents or contractors) of any Documents;

  4. In the event that any transaction contemplated by the Client does not proceed; or
 
  5. In relation to acts or omissions of the client or any third party,

  6. And the client shall and hereby does indemnify and hold Digital Squad and its officers, employees and contractors harmless from all such Claims. In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums).

  7. Any information given by the Client that is not accurate, up to date or complete or is otherwise misleading,
  8. Any breach of these Terms, or
  9. Any damage to the reputation of the Client suffered as a consequence of the Client’s breach of the Terms

 

  1. Confidentiality

The Client and Digital Squad acknowledge and agree that the PPC Services and all other documents and information related to the development of PPC Campaign will constitute valuable trade secrets of Digital Squad. The Client shall keep all information in confidence and shall not, at any time during or after the term of this Agreement, without Digital Squad’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the information exchanged during the Service.

 

  1. Termination

11.1 Period of Agreement & Notice of Termination

Either party may terminate this Agreement by giving each other 30 days’ written (or electronic mail) notice after the expiry of the Minimum Term from the Agreement Date.

11.2 Termination for Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

Any non-cancelable materials, services, etc., Digital Squad has properly committed itself to purchase for the Client’s account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by the Client, in accordance with the provisions of this Agreement. Digital Squad agrees to use the best efforts to minimise such liabilities immediately upon written notification from the Client. Digital Squad will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.

11.3 Materials Unpaid For

If upon termination there exist any materials furnished by Digital Squad or any services performed by Digital Squad for which the Client has not paid Digital Squad in full, until such time as the Client has paid Digital Squad in full, the Client agrees not to use any such materials, in whole or in part, or the product of such services.

11.4 Transfer of Materials

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to Digital Squad, Digital Squad shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for all costs associated with the transfer of materials.

11.5 Refund Policy & Consequential Loss

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

 

  1. Nature of the Agreement

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

 

  1. Severance

If the whole or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in a jurisdiction then such part shall be severed for that jurisdiction. The remainder of the Terms and Conditions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.

 

  1. Notices

All notices addressed to Digital Squad must be sent by electronic mail unless otherwise agreed upon by all parties in this Agreement. 

A minimum notice period of 30 days applies items including but not limited to refunds, cancellations, revisions and alterations agreed upon by all parties in the Agreement.

 

  1. Alternative Dispute Resolution

Any dispute will be subject to the laws of New Zealand. In the event a dispute arises between the parties hereto, parties may opt to engage external dispute resolution and commercial mediation services such as (but not limited to) New Zealand Mediation Centre.

 

  1. Law and Jurisdiction

These Terms and Conditions are governed by the law in force in New Zealand, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.

 

  1. Acceptance:

Both Client and Company must sign Google AdWords Management Agreement to accept and engage our Adwords Management Services.