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Terms and Conditions

General Terms and Conditions

1. The terms of your contract

1.1 These General Terms & Conditions apply to the provision of services by Total Diversity (ABN 68 842 240 226)

1.2 Your contract with us for each service, including but not limited to; Sales Training Services, Copywriting Services, Web Design Services, SEO Services, PPC Services, Social Media Services or Email Marketing Services and other services defined from time to time in the Service Terms is made up of:

  1. General Terms & Conditions;
  2. The relevant Service Terms for your Services;
  3. Any relevant Campaign details;
  4. Our Acceptable Use Policy; and
  5. Our Privacy Policy.

1.3 The documents listed above supersede all prior arrangements whether written or oral, in relation to their subject matter. 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.

1.4 We may change the terms of your Contract by giving you notice of the change and posting new versions of any online terms on this page. If you continue to use the Service after that notice period, you will be taken to have agreed to the change. The period of notice depends on the nature of the change. Hence:

  1. the change will benefit you or have a neutral impact on you, or is required to preserve or safeguard the security or integrity of our system, we may make the change effective immediately and without advance notice;
  2. the change is required to comply with any law or requirement of any regulatory body, we will provide a reasonable period of notice;
  3. for all other changes, including price changes, we will give you at least 30 days written notice.

2. Supply of Services

2.1 We shall use all forms of reasonable work methods to supply the Services in accordance with your Contract until the Services are terminated. We shall not be liable for any delay or failure to perform our obligations under this Contract if such delay or failure is due to termination of access to a Service by the end supplier of the Service.

2.2 Services which are for a fixed term will automatically roll over for a further fixed term of the same length on the date notified to you on the Fixed Term contract. If a Fixed Term Contract is not renewed for a further fixed term, but it is not terminated, it will automatically roll over on a monthly basis.

2.3 If your Fixed Term Contract’s Service is to be auto-renewed, you must advise us prior to the auto-renewal date if you wish to cancel the Service. If we do not receive your cancellation or “do not renew” advice in time, we will auto-renew the Service to ensure it continues uninterrupted.

2.4 You acknowledge and accept that a third-party supplier may be used to provide the Service to you and we may change this supplier at any time in our sole discretion. Should a change in supplier occur, you acknowledge and agree that we have full authorisation to move, alter or delete your data as reasonably necessary.

3. The secure access to our systems

3.1 You must keep all login details secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know them for the purposes of their employment).

3.2 You agree that you are responsible for all actions of the people to whom you provide your login details (whether knowingly or not) while they obtain access to our systems using those login details, and that we are entitled to treat instructions provided by those people through such access as instructions originating from you.

3.3 You must notify us immediately of any breach of security or unauthorised use of your login details to access our systems. We will not be liable for any loss you incur due to any unauthorised use of your login details.

3.4 You consent to our use of your login details for the Services, including in respect of any migration or transition of your account, content or data (to or from any suppliers we use) as reasonably necessary for the continued work of the Services.

4. Your obligations

4.1 You must provide us with co-operation and support when we make reasonable requests, to perform tasks for the Services, such as:

  1. Prompt responses to our communications in relation to the Services.
  2. Providing accurate responses to our requests for information or data required by us to perform the Services.

4.2 You are solely responsible for obtaining any and all necessary intellectual property clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed domain name, any materials given by you to us, any content that you upload to your Service, and merchant services agreements between you and the relevant financial institutions.

4.3 If you fail to fulfil your obligations in accordance with this clause 4, we may be unable to perform the Services as stated. The fees set out in the Contract will still be payable as required even if we are unable to perform the services due to your failure to fulfil your obligations in accordance with this clause.

4.4 You indemnify us from and against any and all liabilities incurred by us in regards to:

  1. our use for any images or trading names, data, information, specifications, documentation, computer software or other materials provided by you;
  2. our compliance with any directions or instructions by you in relation to the Services;
  3. any breach of this Contract; or
  4. any damage to the reputation of the Company suffered as a consequence of a breach of this Contract.

4.5 You must conduct your own backups of all data at specific intervals in regard to the size and nature of the data.

5.  Fees and Payment

5.1 You agree to pay us the Fees set out in the Contract for the Services, in advance as stated by the payment period in the Service Summary.

5.2 Unless otherwise agreed in writing, Payment of the Fees must be made by direct debit or payment in advance scheduled for recurring payments for the Fixed Term. No work will commence until such payments are set-up or direct debit scheduled. To minimise service disruption due to credit card expirations, our billing systems will automatically attempt to update the expiry date of your credit card when necessary to process payments, however we do not guarantee this will be successful. We remind you that it is your responsibility to ensure your credit card details are kept up to date at all times.

5.3 If any Services Fees are not paid on or before their due date, we reserve the right, immediately and at our sole discretion, to suspend the Services to you until such payment is made. In the event of a failed debit payment, the Client agrees to allow to be debited from their account an administration fee of $9.90 including GST by the 3rd party debit provider engaged by the Company who will make repeat direct debit attempts until the payment goes through, each of which may incur the same $9.90 admin fee.

5.4 If we have taken action to recover overdue amounts from you, any reasonable costs incurred by us in recovering the debt, including but not limited to any legal expenses and collection agency charges, will be recoverable from you the client.

6. Termination

6.1 Either party can terminate a Contract for convenience with 30 days’ notice, to take effect at the end of the Fixed Term Contract.

6.2 If you terminate the Fixed Term Contract before the end of its term, you will be charged an early termination fee equal to the full amount of the term.

6.3 Termination of services must be provided by written notice and must state your intentions very clearly with names of persons terminating and dates.

6.4 Either party may terminate this Contract immediately by notice in writing to the other party if:

  1. the other party commits a material breach which cannot be remedied, of its obligations under the Contract;
  2. the other party commits a remediable material breach of its obligations under the Contract but fails to remedy that breach within 14 days of being required to do so in writing by the first party; or
  3. an insolvency event, including entering into administration or liquidation, occurs with respect to the other party.

A “material breach” is defined as a breach of an obligation which is central to the performance of the Agreement which substantially and materially deprives the innocent party of the benefits it would have received under that Agreement.

6.5 If we terminate a Service for a reason set out in 6.4, we shall also be entitled to immediately cease any of our other Services to you.

7. Warranties

7.1 If you are not the customer, you warrant that you have the power and authority to enter into this Contract on behalf of the customer and will indemnify us for any breach of the Contract by the customer.

7.2 We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.

7.3 You agree that we may be required to perform maintenance in respect of our systems to ensure their satisfactory operation which may affect the availability or functioning of the Services. We will use reasonable endeavours to provide you with advance notice of any maintenance downtime, except when circumstances beyond our reasonable control prevent us from doing so.

7.4 All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise in to the Contract, are expressly excluded to the maximum extent permitted by law.

7.5 Goods or services supplied pursuant to this agreement are supplied to you as a ‘consumer’ of goods or services within the meaning of that term in the Australian Consumer Law.

8. Liability

8.1 Nothing in the Contract excludes or limits either party’s liability under or in respect of:

  1. Any indemnity;
  2. Any fraud or other criminal act;
  3. Personal injury or death caused by the negligence, breach of contract or other wrongful act or omission of that party; or
  4. Any other liability that cannot be excluded by law.

8.2 To the maximum extent permitted by applicable law, neither party is liable for:

  1. any indirect, special or consequential loss or damage, any loss of profit, revenue or business opportunities, loss of or damage to data or loss of goodwill arising out of or in connection with the Contract any loss or damage to the extent such loss or damage is caused or contributed to by the other party’s negligence, breach of contract or other wrongful acts or omissions; or
  2. any claim made 6 months or more after the circumstances giving rise to the claim first became known by the claimant or could, with reasonable diligence, have become known by the claimant.

8.3 Each party’s aggregate liability for any loss or damage in connection with the provision of the Service, which is not excluded or limited under this clause is limited to the charges paid by you in respect of the Services for the preceding 12 months to any such claim.

9. Indemnity

9.1 You will indemnify and defend Total Diversity and all directors, contractors, officers, employees, and agents of Total Diversity from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees on an indemnity basis or collection fees, commissions, fees, charges and expenses) arising out of, or directly or indirectly relating to:

  1. Any Services provided to you;
  2. Any breach of this agreement by you; and/or
  3. The use of the Services by you.

Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

10. General

10.1 Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, post or courier to the address of the other party. A notice will be deemed delivered (a) if sent by email, on receipt by the sender of a receipt confirmation; (b) if sent by post, two business days following the date of posting.

10.2 Neither party may assign its rights or obligations under this Contract without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that without your consent we may novate this Contract to any of our related bodies corporate or assign this Contract to a successor in connection with any corporate reorganisation, merger, acquisition, or sale of our business or assets to which this Contract relates.

10.3 We may sub-contract any of our obligations under the Contract, but such sub-contracting will not release us from our liabilities under the Contract.

10.4 The Contract is to be interpreted in accordance with the laws of the State of Queensland, Australia.

10.5 Our failure to act with respect to a breach by you does not waive our right to act with respect to subsequent or similar breaches.

10.6 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 Contract or within 12 months of the termination of this Contract.

10.7 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.

10.8 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.

10.9 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.

Service Terms – Effective August 2020

Terms in the below Service Terms have the same definition as those terms defined and used in the General Terms and Conditions.

1. Website Design Services

1.1 The Company shall deliver web design and web development work as outlined in the Contract and the site parameters confirmed with you.

1.2 Where the Company is developing a new website, the website will be developed and optimised for the most current browsers. Full care is taken to test the function and style of the website in older browser versions, yet we cannot guarantee 100% compatibility for all browsers. The latest browsers include; Chrome, Firefox and Safari for MAC.

1.3 For compatibility with specific browsers/versions additional costs will apply. Please note that not all visual elements can be reproduced the same across each browser as some browsers do not support the latest CSS3 / HTML5 elements.

1.4 The Client will be granted access to the Content Management System for the purposes of uploading content and maintaining the site. Upon receipt of full payment, the Client will inherit full rights and ownership of the website and its design. Until full payment is received the website will be hosted on the Company server or equivalent and the site may not be copied or replicated and no FTP access will be granted.

1.5 The Company retains the right to make portfolio use of the website or parts thereof after the website has been placed on the Client’s web server.

1.6 The title of all goods produced as a result of this project does not pass to the Client until all money owed to the Company by the Client has been paid.

1.7 The Client must designate a single authority for all project approval of designs, content and development as required to complete the project detailed.

1.8 The Client agrees to the nominal time frames confirmed in the design and development process. The time frames are offered as a nominal expectation for each function under normal circumstances. The Company will use best endeavours to complete the work within the given project time frames, however fluctuating workloads, available resources and client availability may change these parameters and the client will be notified accordingly. Other factors, such as the amount of content the Company is responsible for uploading and the degree of customization required to facilitate interactive features or ecommerce solutions will vary.

1.9 Where the Client has implemented any changes to the website including but not limited to, editing functional code, deletion of files, installing third party components or changing file permissions, the Company will charge the client at a rate of $75 per hour + GST to rectify and/or recover the website.

1.10 The Client indemnifies the Company and its subcontractors against any and all claims, lawsuits, costs and expenses, including reasonable legal costs, arising in connection with the website. This indemnification includes but is not limited to content obtained by the Company on behalf of the Client.

1.11 Any and all Web Site Content that the Client is to supply for the website shall be delivered to the Company within the first 14 days of project commencement. The Client shall proofread and edit such Website Content prior to delivery to the Company. The Company agrees that any Website Content supplied by the Client, whether for the website or in relation to the business purposes for its development, shall be treated as confidential and neither disclosed to third parties nor used in any way other than for the development of the website.

1.12 The Company reserves the right to terminate the agreement in any of the following circumstances:

  1. The Client does not contact / respond to requests by email or telephone within fourteen (14) business days.
  2. The Client deviates from the signed brief without paying additional fees as quoted by the Company on additional work required.
  3. The Client fails to provide content and any additional information requested by deadlines stated. In the event of any of the above stated occurrences, the Company may terminate the agreement with written notice to the Client. No refunds whatsoever will be made to the Client, and the Company will retain funds received. Should the Client wish to resume the agreement, a written request must be sent to the Company for consideration within ten (10) business days of receipt of the termination notice.

1.13 The early cancellation clause (termination for convenience) in the General Terms do not apply to these services. There is no clause for early termination – the Client will be liable for the entire agreed price once any Web Design Service has been signed.

1.14 The Client agrees that should the Company undertake the Web Design Services dependent on third party services, including but not limited to 3rd party APIs, website services and libraries (e.g. Twitter API, Google Maps API, Facebook API), the Company cannot be held responsible for changes made to the third party service in question. This includes, but is not limited to, removal of support services, or changes the way in which a service is implemented. Should any further work be required as a result of such a change, the Company will be required to quote and charge for the additional work on a case by case basis. There are no refunds available on Web Design Services provided by the Company.

1.15 This Contract 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.

1.16 The Client may not offer any form of employment to Company staff whilst using the Company Web Design Services, or within 12 months of ceasing those Web Design Services.

1.17 The client is expected to respond to all requests and queries made by the Company. The Company will provide deadlines for the expected response if it is required in less than five business days. If no deadline is provided, then the default of five business days is applied.

  1. If no response is provided within this timeline, it will be assumed that the client accepts the Company’s recommendation / position on the matter, work will continue and the client will be billed accordingly.
  2. No response from the client after a period of ten business days from the initial query may result in project cancellation, with the client being charged for all work done to date and be liable for the balance of the Contract fee.

Website Content supplied by you the Client

1.18 You must supply to us all required Website Content you want us to use in the project, and all other content and materials we reasonably request.

1.19 The Company, in its sole discretion, reserves the right to develop your site in the event that the Company does not receive your Website Content within seven (7) business days of having requested it. If the Company elects to build your site without first receiving Website Content from you, standard template content will be used which can be changed by yourself using the CMS once the site is handed over to you.

1.20 You must supply all Website Content in the following digital formats/methods:

  1. Text/Copy: Microsoft Word or Rich Text (Clearly labeled and in correct order);
  2. Tables: Microsoft Excel (Clearly labeled and in correct order);
  3. Images: High resolution where possible (JPEG, PNG files);
  4. Logos: Vector format (Illustrator EPS/AI);
  5. Diagrams/Maps: Vector format (AI) or (JPEG files);
  6. if required, access to your current website and database via FTP and/or CMS/Hosting Control Panel login;
  7. Brand Style guidelines (if applicable).
  8. We may charge additional costs (in addition to those set out in the Fees) if the Website Content is not provided in the appropriate format set out in this clause.
  9. You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:
  10. breach any rights (including IPR or moral rights) of any third party; or
  11. compromise the security or operation of our computer systems, through a virus or otherwise.
  12. You indemnify, and agree to keep the Company, its directors, officers and employees indemnified, against all loss arising out of the breach of any rights (including IPR and moral rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

1.21 If we consider it to be necessary, we will develop a production schedule for the project in consultation with you. We will use reasonable commercial endeavours to carry out the project in accordance with that timetable.

1.22 If you delay in providing Website Content or in providing feedback we request, then this may result in:

  1. a change in the delivery deadline set out in the Project Schedule; or
  2. if the delivery deadline cannot be changed, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as additional costs in excess of those set out in the Fees.

2. Search Engine Optimisation Services (SEO)

Search Engine Optimisation (SEO) services supplied by us to you for the purpose of having the website found and listed by search engines for the key phrases in searches for the purpose to improve the ranking of the website when the key phrases are searched.

 

2.1 You and Total Diversity shall agree on the keyword phrases for your campaign prior to the Company tasks being implemented.

2.2 You agree to provide us with any information, material, excerpts of or links from or to any content on your website reasonably requested by us, to assist us with providing the SEO Services to you. You acknowledge and agree that failure to comply with this clause 2.2 will amount to a material breach of contract and enable us to terminate the SEO Services with all applicable remaining Fees immediately due.

2.3 You agree that we may from time to time during the Service, propose changes to any website owned or operated by you in respect of which the SEO Services are being provided, including, without limitation, to suggest adjustments to Your Website in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of Your Website.

2.4 You hereby authorise us to develop a link exchange program whereby links to and from Your Website, and other websites and/or industry guides and/or directories, are established, and you hereby appoint us as your agent for this purpose. We agree to use all reasonable commercial endeavours to ensure that we do not insert links to and from your Website to or from obscene, defamatory or sexually explicit websites.

2.5 We agree that we will not, and will not recommend that you, cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of your Website in connection with the provision of the SEO Services.

2.6 In the event that you do not agree to provide us with FTP Access, we agree that any Optimisation Changes will be provided by us to you in writing to upload/perform yourselves.

2.7 We agree to provide you with monthly written ranking reports with respect to the Agreed Keyword phrases and other necessary data.

2.8 If you request additional changes to your Website other than those we have recommended or request any additional services beyond the scope of what is agreed with you then those additional changes or services will be subject to an additional change fee of $75 + GST per hour.

2.9 You acknowledge and agree that:

  1. search engines vary in the time taken to index and include website submissions in their search results and that it may take several months for the performance of the SEO Services to have any noticeable effect on your Website’s rank or position in the search result of search engines;
  2. search engines may vary their search and ranking algorithms and policies at any time, refuse to accept the submission of any website or otherwise exclude any website from their directories at any time without reason; and
  3. it is possible for the rank or position of your Website in the search results of search engines to decrease due to factors beyond our control, including changes in the algorithms and policies of search engines as referred to above, the optimisation and submission of competitor websites and competitors paying search engines to advertise or favour their websites, and
  4. the extent and amount of optimisation changes we make to your site may be limited by the particular structure of your website and its content management system
  5. we do not have any control over search engines and are not responsible for any delay in the performance of the SEO Services caused by the conduct of any search engines, nor the impact of any of the above on you or your business.

2.10 At the end of the Fixed Term Contract, you will continue to be billed on a monthly basis until a new agreement is agreed upon between us and yourself, the Client.

2.11 The early cancellation clause (termination for convenience) in the General Terms do not apply to these services. Unless specifically stated in your Service Summary with a particular clause to cancel the Service prior to the Fixed Term, there is no cancellation policy prior to the Fixed Term.

2.12 Any benefit gained from the services will continue only as long as you pay for the Services. You understand and agree that after termination of this agreement, Total Diversity may terminate or cancel all off-page activities used to provide the Services to you. You agree that Total Diversity is not liable to you for any costs, loss or damages arising from any actions or omissions of Total Diversity following termination of the Services.

Your Warranty

2.13 You warrant that:

  1. you have the right to provide us with your Website Information, and, if applicable, FTP Access, with respect to your Website;
  2. you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of your Website, at any time during the SEO Service, without our prior written consent;
  3. neither your Website nor any of the content of your Website (including, without limitation, any products and/or services that you may determine to offer for supply, or supply via your Website, the internet or otherwise, your Website Information, and if applicable, any Optimisation changes implemented by us or, by you or anyone on behalf of you) will infringe the intellectual property or any other rights of any third party;
  4. Your Website will at all times comply with all laws required to be complied with by you; and
  5. Your Website and use of the SEO Services contemplated under this Contract complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its Google Ads service).
  6. Your Website materials and our use of them are not and will not infringe the IPR of any third party, be obscene, offensive or defamatory, contain any malware and will not be used for any illegal or fraudulent purpose;
  7. you are legally entitled to market and promote the products and services which are featured on your Website and that you hold all approvals, licences and authorisations required to market and promote those products and services; and
  8. the content appearing on your Website are complete, true and correct and not misleading or deceptive.

Indemnity

2.14 You will indemnify and defend Total Diversity and all directors, officers, employees, and agents of Total Diversity and any Relevant Party from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:

  1. Your Website; and/or
  2. Your Website property; and/or
  3. our role as your agent (and any action or inaction by us as part of that role); and/or
  4. any breach of this agreement by you; and/or
  5. the use of the SEO Services by you.

Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

Roll-Over Contract

2.15 At the end of the Fixed Term Contract, you agree that your agreement will roll-over on a monthly basis without notice to you.

3. Pay Per Click Services (PPC)

 

3.1 The PPC Service includes the creation and customisation of click-through Ads™ advertising and ongoing work of the PPC campaign on a monthly basis and subject to payment of the monthly management Fees.

3.2 The creation and customisation of this PPC Service includes the following:

  1. your keyword criteria, of which we will provide the PPC Service.
  2. Ad creation, based on keyword selection customized to your business
  3. establishment of a campaign budget, including
    1. customer monthly spend
    2. utilised for ad spend
  • retained as our management fee for the PPC Service.

3.3 We may require the use of content like; art, pictures, logos, pictures, slogans, contact details and other information you provide for the PPC Service, which you:

  1. agree to provide as requested by us
  2. agree we can replicate, copy, modify and otherwise use as necessary for the PPC Service

3.4 We will use your PPC Content for Google Ads or other advertising channels depending on the campaign requirements.

3.5 You are agreeing to;

  1. Google’s advertising found here; https://support.google.com/adwords/answer/1349488
  2. and Working with a third-party disclosure found here;

http://www.google.com/adwords/thirdpartypartners/

  1. any other advertising channel and their associated terms and conditions.

3.6 You appoint Total Diversity as your agent for:

  1. creating, managing and operating an account with Google or other advertising channels as necessary for the PPC Service; and
  2. agreeing on your behalf to terms and conditions clause 3.5 above

3.7 Prior to the PPC Service starting, we will agree with you the Fee that we will charge for your Ads Management, the minimum fixed term for the campaign, target advertising keywords and a monthly budget estimate to be spent with Google or the associated PPC service.

3.8 You will pay the monthly Fee and the agreed Advertising Spend Budget. Spend Budget will be paid directly to Google. Whilst you will set an upper limit as part of your agreement with us, given the nature of PPC payments and the bidding process, the amount charged for a specific campaign strategy may change month to month. You therefore agree that PPC spend can vary depending on consumer interaction.

3.9 Completion of the campaign build and launch time depends upon your responsiveness to our requests. When requested, you must provide us with website information, visitor statistics, suggested Ad Keywords for key phrase testing and any copy suggestions for ad creation. We are not responsible for any delays in the PPC Service which may occur as a result of your failure to respond as requested in reasonable turn-around times.

3.10 You agree and accept that should you not have a website and your PPC Service plan does not include the creation of a landing page (a one-page website with content reflective of your business, your campaign may be limited to phone-call based ads only, unless you request we build a Landing Page which would be at additional cost.

3.11 At the end of the Fixed Term Contract, you will continue to be billed on a monthly basis until a new agreement is agreed upon between us and yourself.

Published Ads

3.12 Once the campaign is created, we will automatically publish to Google and other applicable advertising channels. You accept this may occur without your approval, and you authorise us to publish. Once done, you will have the opportunity to review the campaign and provide us with any revision requests.

3.13 If you have objections to the campaign, you must immediately notify us via email and specify the reasons. We will investigate those reasons and if reasonable and genuine issues raised in good faith, we’ll attempt to resolve.

3.14 Once Ads are Published, your company represents the Ads, therefore you are solely responsible for ensuring that you have all appropriate rights and licenses to the PPC Content that you supply and which is utilised in the campaign. We reserve the right, to refuse to use any PPC Content we believe is objectionable or which we believe may infringe upon the IPR of others, or would be in breach of our Acceptable Use Policy

3.15 You are solely responsible for ensuring your campaign complies will all applicable laws and regulations, and does not infringe any third party’s rights, at all times.

Google Ads Policy

3.16 You acknowledge that we have no control over the advertising polices of Google in regards to the sites and content whether its now or in the future. Your campaign may be rejected or excluded at any time at the sole discretion of Google in line with their Google Ads Policy http://support.google.com/adwordspolicy

3.17 We will use best endeavours to ensure that your advertisement will appear in Google searches, however we make no warranty that the PPC Service will generate any increase in sales, business activity, profits or any other form of improvement to your business.

Cancellation and Termination

3.18 You may terminate the PPC Service at any time after the initial Fixed Term by providing 30 days prior written notice. Cancellation will automatically terminate all access to the campaign. Refunds do not apply for cancellations under this clause 3.18.

3.19 On cancellation or termination of the PPC Service, all licenses granted to you under this Contract shall immediately terminate.

3.20 Upon cancellation or termination of this PPC Service, we may delete all data, including any PPC Content and files from our systems without any liability to you whatsoever.

4. Managed Social Media

4.1 You agree that, with regards to the Social Media Service:

  1. We will begin providing the Social Media Service after the full fees payable for the first month have been received.
  2. The Social Media Service is limited to those brands agreed between us and you, and multiple brands cannot be shared.
  3. You authorise us to set up, regularly access and modify profiles representing your business online on social media platforms including, but not limited to, Facebook, Twitter, LinkedIn, Instagram, YouTube.
  4. You agree that we will not be responsible for any delays caused by:
    1. should we be unable to contact you at an agreed time and date to discuss delivery of the Social Media Service;
    2. should you require more than 3 business days to review and approve via email any details or information.
  5. Should we suggest any content for your Social Media Profiles, you acknowledge that such content will not reflect the view or opinion of us or any of our employees. It is your responsibility to ensure that any suggested content by us is suitable for your business.

Social Media Ads

4.2 With regard to Social Media Ads, you agree:

  1. Where an add-on is chosen, we will use reasonable abilities to spend the full amount each month. Subject to this clause 4.2, there will be no refunds given or credits transferred to subsequent months if the full amount is not spent in a month.
  2. If the amount spent on Ads is less than 80% of the nominated amount, the unused amount will be transferred to the budget for the next month.
  3. We are not obliged to provide any refunds for any portion of the nominated amount that has not been spent if the Social Media Services are cancelled for any reason.
  4. Additions may be purchased on a month by month basis at any time.

Third Party Websites

4.3 The use of Third Party Websites are common practices for Social Media posting. In regards to this, you agree:

  1. The Social Media Service may rely on websites operated by third parties outside our control. We’re not responsible for accuracy, legality or decency of material or copyright compliance of the Third Party websites.
  2. Links to Third Party Websites is entirely at your own risk and we’re not liable or responsible for any advertising, products or materials on Third Party Websites.
  3. We are not responsible or liable in any way for any loss or damage you incur or allege to have incurred as a result of your use or reliance upon a Third Party Website.

Fixed Term & Cancellation

4.4 You agree that:

  1. You will be liable to pay all fees for a Fixed Term Contract agreed upon even if you terminate the Social Media Service before the end of the term. We will assess the situation in good faith and let you know accordingly.
  2. If you wish to cancel the Social Media Service at the expiration of the Fixed Term Contract, you need to give 14 business days notice prior to the end of the term.
  3. Upon completion of the Fixed Term, the Social Media Service will roll on a monthly basis. Any cancellation requests must be made no later than 14 days before the end of the next billing date/month.

5. Copywriting Services

5.1 You agree that:

  1. You are the owner of any material that you provide to us.
  2. Any material you supply will not breach any third party’s intellectual property right.
  3. Any factual material you supply is correct and accurate to the very best of your knowledge.
  4. You will be responsible for reviewing the final written project to ensure it reflects your own brand and company values and does not breach any laws.

5.2 You are solely liable for the use you make of the copywriting services that we provide to you and you are wholly responsible for any loss, cost, expense, demand or liability we may suffer arising from your use of the copywriting services.

5.3 You acknowledge that the copy that we provide to you:

  1. Is produced in accordance with your instructions;
  2. Does not imply that we agree with or endorse that copy in any way.

5.4 We will make all reasonable commercial effort to deliver the first draft of copy within 14 business days of your delivery of notes/instructions. You must provide feedback within 7 business days of receipt of the draft for any revisions required. If you fail to provide feedback within this time, the work will be considered completed in full and no further revisions will be performed. All fees will be immediately due and payable.