Seo-Xpress.com an online division of Club Web Pty Ltd is a Google™ Ads Management service provider. This Service Agreement will establish the terms and conditions on which the Company provides services to the Client. Therefore please review this Service Agreement carefully.
1. Services
The Company agrees to provide to the Client the following Search Engine Marketing consultation services (the “Services”), outlined in more detail in the proposal at https://seo-xpress.com/adwords/management/
- Business assessment
- Develop keyword strategy
- Map keywords to landing pages
- Create landing pages
- Develop ad copy and headlines
- Establish keyword bids and launch
- Measure outcomes and provide reporting on a weekly/monthly basis
Company shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Client’s premises. If the Company is required to attend the Client’s premises for any reason pursuant to this Agreement, the Client will reimburse the Company for reasonable transport and/or accommodation expenses incurred by the Company in doing so. However this does not include transport or accommodation expenses where the Client’s premises are located within 10 kms of Sydney CBD.
The Client will reimburse the Company for all expenses incurred by the Company on the Client’s behalf or in carrying out its obligations under this Agreement.
2. Term
The term of this agreement is for a period of 90 days (trial), then 1 month (monthly) unless otherwise specified, commencing upon receipt by Club Web of payment from the Client. The term is automatically renewed on a monthly basis unless paused/cancelled.
3. Payment
In compensation for Services performed by the Company, the Client agrees to pay the mutually agreed on sum to set up the campaign (price dependent on the complexity and the amount of hours it will take) plus a monthly service fee (dependent on agreed budget). Minimum 1 month paid in advance upon the commencement of this project as a retainer against future billings*. Monthly bid budget for Google™ Ads will be debited from supplied credit card by Club Web Pty Ltd or Google™ Inc unless otherwise specified.
All invoices rendered by the Company are payable within seven (7) days from the date of invoice. The Client agrees to pay the Company in full within this period. The client agrees to pay interest of 2% per month in respect of fees still outstanding 7 days from date of invoice unless extended credit terms have been agreed in writing.
If Client agrees to pay in installments, the Company requires the Client to provide credit card information. By accepting this Service Agreement, Client authorises the company to charge the Clients’ valid credit card for the appropriate fees when due for the services provided. Company will issue Client with an invoice receipt when charged. Client may change the credit card information supplied if Client chooses to charge a different card as long as adequate notice is given. If for any reason the charge is not paid by Clients’ credit card issuer, the Company will assess interest on all unpaid charges at a rate of 2% per month (or the maximum rate allowed by law if it is lower) until paid plus a once only $25 late penalty fee. The Company also reserves the right to terminate Clients’ service and account for non-payment at any time.
Client is responsible for notifying the Company of any change in contact information and or credit card information, including but not limited to: Mailing address, Phone numbers, Fax numbers, Email address and credit card expiry date.
Client agrees they will not process a charge back against the Company (charges appear on Client’s statement as Club Web Pty Ltd). In the event of a payment dispute, Client agrees to contact the Company directly to find a fair resolution to the situation. The Company will dispute any charge backs that are processed by the Client, in the event of a disagreement with the Company’s compliance of this agreement, and a fee may be charged to the Client, as applicable by law.
4. Termination
Either party may terminate this Agreement by giving seven (7) days written notice to the other party.
In the event of termination, the Company will complete any work authorized up to the point of termination, but will not accept any further work. All moneys unpaid by the Client pursuant to this Agreement will immediately become due and payable.
5. Client Responsibility and Warranties
The Client authorises the Company to obtain access to the Client’s website using the remote means of access (FTP) for the purposes of providing the Client with Services.
The Client must provide the Company with log-on information (ftp address, username and password) to allow the Company to gain FTP access to the website. The Company will maintain confidentiality of log-in information. The Company recommends that the client regularly change all passwords after completion of work however client must always inform the Company of these changes while under contract.
The Client must inform the webmaster or anyone else who has access to the Web site that the Company is performing Google™ Ads Management services on the site.
The Client indemnifies the Company against any loss or damage arising directly or indirectly from any unauthorised use of the Facilities to which the Company has been granted remote access, provided that such unauthorised use has not arisen as the result of any material breach by the Company of its own obligations under Clause 6 of this Agreement.
The Client agrees to provide the Company with all copy, illustrations, documents, and records required to carry out the services outlined above. The Client warrants that the Client is the full copyright owner of these materials, or that he/she has obtained proper permission from the copyright owner for use of these materials. The Client indemnifies the Company against any liability or suit arising from the use of these materials.
The Company is not responsible for any changes made to the Client’s Website by third parties. Any such modifications may require extra work on behalf of the Company and will be billed separately at the current hourly rates.
6. Company Responsibilities and Warranties
The Company will not use the FTP Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services. However, the Company shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the Internet), which do not require special authorisation.
The Company will take the following steps to ensure the security of the Facilities (in so far as the use of the Company’s systems and the Means of Access are concerned):
- ensuring that no passwords are stored in easily recognisable form on the Company’s own systems in circumstances where a breach of the Company’s own internal security may reveal them;
- ensuring that only those employees and contractors of the Company who are required to access the Facilities using the Company’s systems and the Means of Access are able to do so;
- ensuring that the Facilities are not capable of being accessed by a system or user, which transits the Company’s own systems, except as permitted by this Agreement.
The Company will not be liable to the Client or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and the Company gives the Client prompt notice thereof. In no event will this provision affect Client’s obligation to make payments to the Company under this Agreement except in respect of Services that are unable to be performed by the Company, until they can be performed.
Google™ Ads Management Terms & Conditions:
Prior Conditions:
Prior to work being undertaken by the Company, the Client assures that;
- The Client IS NOT working with any other Google™ Ads Management company during the same time
- The Client has not undertaken any techniques which may ban the web site from Google™
Should Client not comply with these terms, the Company will not be held responsible for any consequences.
Minimum achievement guarantee
The Company aims (but gives no guarantees) to achieve the minimum amount of visits (1% CTR = 1 visitor minimum per 100 searches) to the Client’s website either from Google™ Ads or any of its’ search partners for the Clients’ major keyword phrases or search terms. Minimum amount of visits is dependent solely on the bid budget per day and how many clicks are achieved within this budget.
Definition of results
“A Visit” means that the Client has received a visitor to the Client’s website from a sponsored advert for a selected search term placed on the search results of either Google™ or its’ search partners.
It is not possible to give a 100% guarantee for any specific result on any search engine, nor can the Company quantify the level of increased sales, as a result of the increased traffic brought by the Google™ Ads campaign.
Cancellation of Guarantee
If the Client makes any changes to the web pages or sponsored listings created by the Company without the advice of the Company or does not implement the changes advised by the Company in order to improve the position of the Client’s web site in the sponsored search engine results, any guarantee in place may be considered null and void at the discretion of the Company and if applicable any final payments will become due immediately.
The Company may make void any guarantee and any final fee becomes payable should it be discovered that the Client has participated in actions considered undesirable by the search engines resulting in the Client’s website being penalised or banned.
Client must inform the Company of any changes made to the website while the Company is contacted. Changes made while the Company is under contract may result in the Cancellation of any Guarantee.
The Client must allow implementation of all Google™ Ads Management strategies on their website.
Cancellation fee
Client understands they are entering into a 90 day trial and then monthly thereafter contract with Club Web and if they wish to terminate the contract prior to the specified time or the minimum visitors (50) has been achieved, for any reason, there may be a $345.00 fee on top of fees already collected. The Client is not entitled to a refund on any of the monies collected previously.
Rights of the Company
The Company reserves the right to cancel the contract with immediate effect if it believes the material or the Web Site to be obscene, unfair, untrue or otherwise unworthy of inclusion on the internet. The discretion of the Company in this respect will be absolute. The Company shall refund such proportion of the charges as relate to any of the services not performed or performed only in part minus any expenses incurred to that date.
Contract Renewal
At the end of the Term neither the Company nor the Customer is obliged to renew this contract. By mutual agreement, the contract may be renewed. The contract is renewed automatically if not paused/cancelled and payment is received.
Refunds
The Client may ask for a refund at the end of the contract, if during the service the minimum amount of visitors (50) to the Client’s website has not been acheived. A refund of 50% of the fee will be refunded, or the Client may choose to continue utilising the Google™ Ads service until the minimum amount of visits to the Client’s website has been acheived. Refund payments will be paid during the first week of the 2nd month from cancellation date.
6. Confidentiality
The Company will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the Client. This obligation of confidence will cease to apply in relation to information that the Company is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by the Company of its obligations of confidence under this Agreement.
7. Employee Retention
The Client undertakes to the Company that it will not for a period of two years from the termination of this Agreement entice away or endeavor to entice away from the Company any employee of the Company. The Client acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of the Company.
8. Non-Exclusive Agreement
The Client acknowledges that the Company is providing Services to the Client on a non-exclusive basis and that the Company may provide services of the same or a similar nature as the Services to any other party, including parties who may directly compete with the Client.
9. Interpretation
This Agreement shall be construed and interpreted according to the laws of New South Wales, Australia. Any disputes arising from this Agreement shall be litigated or arbitrated in New South Wales, Australia.
10. Warranties And Indemnity
The client warrants to the Company at all times that the material included in the Web Site: (a) is not in breach of the Intellectual Property rights of any third party . (b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute, . (c) is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services. (d) contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000 . (e) is not in breach of the Defamation Act 1996 or any other relevant provision, . (f) does not contain any misleading price comparison in breach of Consumer Protection Act.
11. Termination for breach, insolvency or frustration
Either party may by written notice to the other terminate this agreement immediately if one of the following events occurs:-
(a) either party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; (b) either party’s ability to carry out its obligations under this agreement is prevented or substantially interfered with for any reason for a period in excess of three months (whether or not within the control of such party) including without limitation by reason of any regular law decree or any act of state or any other action of a government.
12. Loss of Service
The Company accepts no liability for loss of service, unavailability of files, damage of data, misuse of equipment by other clients, failure of any externally managed equipment or communications devices or other services deemed to be beyond the Company’s control.
In no event will Club Web Pty Ltd be liable to the client or any third party for any direct, indirect or consequential damages, including, but not limited to, any lost sales or profits, lost savings or additional costs arising out of the operation of or inability of the program to operate, even if Club Web Pty Ltd has been advised of the possibility of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not effect the validity and enforceability of any remaining provisions.
NOTE: YOUR SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED IN ORDER FOR THE AGREEMENT TO BE LEGALLY BINDING ON YOU. YOUR USE OF OUR GOOGLE™ ADS MANAGEMENT SERVICES SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE AND EFFECT AS IF YOU HAD ACTUALLY SIGNED A PRINTED COPY OF THIS AGREEMENT.