Service Agreement – PAY PER CLICK
1. The Company agrees to provide the “Client” with the “Services” as detailed in the campaign particulars email and is authorised to use the “Key Phrases” to attempt to improve the ranking of and/or positioning of the “Website” within search engines.
2. 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”.
3. For the purposes of providing these services, “Client” agrees to provide where applicable: Google Analytics log in details, suggested key phrases for key phrase testing and any copy suggestions for Ad creation.
4. The “Client” agrees that this agreement shall continue for the “term” from the date of this agreement. Either party may terminate this agreement by giving each other one month’s written notice after the expiry of the “term” from the date of this agreement. In the event that the “Client” terminates the “services” within the “term” from the date of this agreement, the “Client” agrees that it shall be liable for and shall pay the “fee” for the balance remaining of the “term”.
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.
b. Key phrases selected for PPC must be mutually agreed to by the “Client” and the “Company”.
c. 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”.
d. The monthly budget for click volume spend must be agreed upon before commencing service.
e. 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”.
f. 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”.
g. 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”.
h. The obligations of the “Client” pursuant to Clauses 5 (e), (f) will survive termination of this agreement.
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. The “Client” may not offer any form of employment to “Company” staff at any time whilst engaging the services of the “Company”, or within 12 months of ceasing this or any other services.
11. 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.
12. GST: By accepting this agreement the “Client” agrees to pay the “Company” an amount equivalent to the GST imposed on these charges.
13. 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.
14. 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.
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.