- Meanings & Abbreviations
In this Agreement the following words have their corresponding meanings:-
Agreement / Terms and Conditions means your agreement with us as contained in this document (as may be modified from time to time).
Google Adwords Advertising Services means pay-per-click advertising provided by Google and Google AdWords.
I, You, Your / Account Holder means the person or company named as the client in this Agreement and (where applicable) the website or business that you have authority over.
Us / We / ISeekplant means iSeekplant Pty Ltd ABN 70150273251 trading as ISeekplant.
Payment Method means a valid company credit card or direct debit bank details along with the authority to charge the bank account
Minimum Term means 3 months, or the contract term as otherwise agreed with your iSeekplant Account Manager
Order Form means the binding contract between you and iSeekplant specifying the following fees within the minimum term, and ongoing for the life of the engagement:
- Initial Set Up Fee – is a one-time fee for setting up the Google Adwords account to incorporate the customer’s full fleet, operational location and services
- Google Adwords Budget – the amount You would like to spend on Adwords Advertising services with Google on a pay-per-click basis over the course of 1 month
- iSeekplant Management Fee – 20% fee charged over-and-above the agreed Adwords budget for management of the account, optimisation, reporting and administration
- Payment Terms
- You agree to pay the amounts set out on the Order Form which includes a Initial Set Up fee for your Google Adwords account, a Google Adwords budget and an agreed 20% management fee to iSeekplant in advance of your advertising commencing each month of the agreed Minimum Term.
- The Initial Set Up Fee, the first month’s Google Adwords Budget and first month’s iSeekplant Management fee is payable in full before the setup of your Google AdWords accounts will begin.
- You will agree a monthly budget for Google Adwords with your iSeekplant Account Manager, and specify this on your Order Form and this budget will remain unchanged for the Minimum Term. You are welcome to change, suspend or cancel this budget and associated Management Fee after the end of the Minimum Term in writing to your iSeekplant Account Manager (see Section C).
- iSeekplant will only provide Google Adwords Advertising Services You when you have a valid payment method on file and Your account up to date.
- The account must be settled using the valid payment method prior to the services commencing.
- iSeekplant reserves to right to suspend all services until the account is settled.
- ISeekplant will automatically debit your supplied Payment Method each month for the Minimum Term and will continue to do so after the end of the Minimum Term until you supply cancellation of the service in writing to your iSeekplant Account Manager at least 14 days prior to the next monthly payment due date.
- You can change your Google Adwords budget (and applicable 20% management fee) at any time in writing with 14 days’ notice prior to your next monthly payment. iSeekplant will then adjust your spend with Google Adwords accordingly for the next month’s advertising services.
- ISeekplant reserves the right to stop managing your Google AdWords advertising account and terminate this Agreement at any time by written (or email) notice to you. If this occurs your ISeekplant charges will stop at the end of the agreed month in which cancellation occurs.
- Suspension of cancellation of your account
- If you wish to suspend or cancel your Google AdWords Advertising Service after the end of your Minimum Term, then please let us know in writing at least 14 days prior to your next advance monthly payment date.
- You can request to suspend your Google Adwords Advertising Service after the end of your Minimum Term, by making such a request in writing to your iSeekplant Account Manager, along with the length of desired suspension and re-instatement date.
- Upon cancelling ISeekplant management, all amounts owing to ISeekplant™ will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation.
- ISeekplant reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days
- If at any time your membership, website or digital services account with iSeekplant becomes overdue, or your Payment Method expires, fails or is cancelled by You – then iSeekplant reserves the right to suspend Google Adwords services until the account is settled. Likewise, if your Google Adwords invoices are not paid on time, iSeekplant reserves the right to suspend your membership, website or other digital services until the account is settled.
- You understand that you are not entitled to any refunds of the Initial Set Up fee, Google Adwords Budget or iSeekplant Management Fee from any suspension or cancellation by You.
- General AdWords Advertising Terms & Conditions
This is not a fixed-term contract with ISeekplant, however whilst ISeekplant are managing your Google AdWords Advertising the following terms and conditions apply:-
- ISeekplant will endeavour to set up your Google AdWords advertising accounts as soon as possible, however in some cases it may take up to 5-7 days to complete set up of your new account. If we request more information from you for the setup of your new or existing account, ISeekplant will not be held responsible for any delay arising from the need for further information.
- You hereby grant to iSeekplant a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information you provide in connection with any Google Adwords Advertising Service and your existing website, to the extent necessary for iSeekplant to perform the Advertising Services. All intellectual property rights of your Client Content shall remain with you or your third-party licensors. You agree that iSeekplant may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on iSeekplant’s client list, and in its marketing materials, sales presentations and any online directories that iSeekplant may, from time to time, publish.
- If you cancel your iSeekplant Google Adwords Advertising services you are not entitled to any information with respect to how the account is set-up or executed – including ad copy, keyword research or any account settings. This remains the intellectual property of iSeekplant.
- ISeekplant will endeavour to help you obtain your online advertising goals by providing you with advice, information and technical services in relation to Google Adwords Advertising/marketing. ISeekplant do not guarantee any particular rate of return or performance of any online advertising on Google AdWords advertising (including but not limited to any particular search results page/s, click-through rate, cost-per-click, quality score or rankings). We cannot be held responsible for commercial outcomes which are associated with the campaign or management of your Google AdWords advertising account for Your business and/or websites.
- iSeekplant can only provide reports on the Advertising Services using data provided to us by Google Adwords, unless you grant access to your website’s Google Analytics.
- ISeekplant is providing an internet marketing service for a competitive price. ISeekplant is not insuring or underwriting your chosen business model.
- You acknowledge that internet services are inherently subject to technical failures and disruptions from time to time.
- To the maximum extent permitted by law:-
- ISeekplant will not be liable in any way for fines, penalties, taxes (except GST), exemplary/aggravated/punitive damages, liquidated damages, indirect/consequential losses (including loss of contract, loss of production, loss of revenue, loss of profit, lost opportunity costs, and/or other loss not arising naturally and directly according to the usual course of things) or legal costs and expenses (except reasonable legal costs awarded by a court) arising from the subject matter of this Agreement; and
- The maximum liability of ISeekplant to you is the lesser of:-
- the sum of Setup Fees and Management Fees you have paid to ISeekplant™; or
- the cost of re-supplying the online advertising services ; or
- the cost of rectifying the online advertising problem which has caused your loss.
- These Terms and Conditions are governed by the law in force in the State of Queensland, Australia, and the parties irrevocably submit to the nonexclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them for determining any dispute concerning the Terms and Conditions.
- These Terms and Conditions can be modified at any time by iSeekplant. You agree to continue to be bound by these Terms and Conditions as modified. We will publish the revised Terms and Conditions on our website – we will not separately notify you of these changes.
- 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.
- You warrant that you will use the services provided by ISeekplant™ under this Agreement for business purposes (and not predominantly personal, domestic or household use).
- To the extent that Copyright subsists in any text that We create for Your AdWords account/s pursuant to this Agreement; we retain ownership of the copyright.
- iSeekplant may, without your consent, subcontract to any party the performance of all or any of iSeekplant’s obligations under this Agreement provided that iSeekplant remains primarily liable for the performance of those obligations.