Search Engine Marketing Done For You

Terms and Conditions

Date: September 2020

1. Service

1.1 The Service includes the creation and customisation of a phone-call or web-click optimised pay-per-click advertising campaign (Campaign) and ongoing support of the Campaign (on a monthly basis and subject to payment of the monthly fees). Our monthly fee for the Service is stated in clause 1.2(d) below (see ‘Management fee’).

1.2 The creation and customisation of the Campaign includes the following:

1. your keyword selection, in respect of which we will provide the Service;
2. Ad creation, based on keyword selection and your business;
3. Landing Page creation (included for ‘Advanced’ or ‘Premium’ service plans only (see below)), in the event you do not have an active DFY Website at the time of Campaign creation (for web-click Ads only); and
4. establishment of Campaign budget, conditions of which are below:

	Basic	Standard	Advanced^	Premium^
Customer Monthly Spend	$299 – $498	$499 – $998	$999 – $1998	$1999 – $3000
Utilisation*	Ad spend: 60% Management fee: 40%	Ad spend: 70% Management fee: 30%	Ad spend: 75% Management fee: 25%	Ad spend: 80% Management fee: 20%

* identifies percentage of Customer Monthly Spend(i) utilised for Ad spend, and (ii) retained as our management fee for provisioning of Service.

^ includes Landing Page creation.

1.3 In provisioning the Service, we may require the use of Content which you:

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

1.4 We will enter your Content (as required) into Google or other advertising channel interfaces. For ‘Advanced’ and ‘Premium’ service plans utilizing web-click Ads, those web-click Ads will (in the absence of a DFY Website) direct to a Landing Page (populated utilising category specific pre-produced content from our Content Library, which may be customize based on certain Content provided by you (e.g. contact details, description of your business and other relevant information)).

1.5 You acknowledge you have read and agree to:

1. Google’s advertising program (located at https://support.google.com/adwords/answer/1349488) and “Working with a third-party” disclosure notice (located at http://www.google.com/adwords/thirdpartypartners/); and
2. any other applicable advertising channel terms and conditions.

1.6 You appoint us as your agent for the purposes of:

1. creating, managing and operating an account with Google or other advertising channels as necessary to provision the Service; and
2. agreeing on your behalf to terms and conditions pursuant to clause 2.5 above

1.7 Completion of the Campaign build and launch in a timely manner depends upon your responsiveness to any of our requests. Where requested, you must provide us with website information, visitor statistics and webserver logs in order for us to help detect anomalies relevant to the Services. We are not responsible for any delays in provisioning the Service which occur as a result of your failure to respond as requested or required.

1.8 You agree and accept that should you not have a DFY Website and your service plan does not include the creation of a Landing Page (pursuant to clause 1.2(c) above), your Campaign may be limited to phone-call based Ads only, unless you request we create a Landing Page (at additional cost).

2. Publication

2.1 Once we have created the Campaign, we will automatically publish to Google and other applicable advertising channels. You acknowledge and accept this may occur without your approval being requested, and you authorise us to publish in this manner. Once published, you will have the opportunity to review the Campaign and provide us with any revision requests.

2.2 If you have objections to the Campaign, you must immediately notify us via email and specify the reasons for your objections. We will investigate those reasons and, where we consider such objections to be reasonable, genuine issues raised in good faith, attempt to resolve.

3. Intellectual Property

3.1 You are solely responsible for ensuring that you have all appropriate rights and licenses to the Content supplied and utilised in the Campaign. We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or which we believe may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy (available here: https://totalsolutionsit.com/policys/policy-acceptable-use-policy/. Unless we have otherwise expressly agreed, we will not return any Content to you, and you are responsible for maintaining back-up copies of all submitted Content. Under no circumstances will we be responsible or liable for any loss of, or damage to, any of your Content.

3.2 We claim no ownership over your Content. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use (and where necessary, cache) your Content. You agree that any such use or caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.

3.3 Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to:

1. use any Content in connection with producing the Campaign and delivering the Service; and
2. create, publish and use screenshots or depictions of your Campaign (including any Content) for our marketing activities (for example, creating marketing materials that show screenshots of the Service which feature the Campaign). You may withdraw consent to this use by notifying us in writing at [email protected] and we will take reasonable steps to process your removal request.

3.4 You represent and warrant that:

1. you have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;
2. Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;
3. your use of the Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
4. you will not use the Service except as permitted by these Service Terms.

3.5 You agree you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Service Terms.

3.6 To the extent your Campaign contains any copy, images (including logos or photos), or any other content or material from our Content Library, then we grant you a royalty-free, non-exclusive, revocable, worldwide license to, for the term of the Service:

1. use such Content Library for your Campaign; and
2. use and create derivatives of your Campaign (which includes Content Library) in connection with advertising activities relating to you.

3.7 Other than permitted under clause 3.6, you may not copy, modify, distribute, decompile, sell, rent, sublicense or translate any Content Library or grant any other person or entity the right to do so. Ownership of all Content Library shall remain at all times us or our supplier (or the relevant third party).

3.8 Any Campaigns delivered by us under the Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim (i) all liability to you or any third party for any infringement of intellectual property or proprietary rights; and (ii) that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the Service (including without limitation the use of Content in your Campaign).

3.9 We are not responsible for any Content contained in your Campaign (for clarity, this includes Ads or Landing Page (if applicable)). 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.

3.10 Your access to, and continued use of, the Service is contingent upon, and at all times subject to, payment of the monthly fees for the Service. Except as otherwise expressly stated in these Service Terms, no other rights, titles or interests in the Campaign are granted to you.

4. Indemnity

You agree to indemnify and hold harmless Total Solutions IT, and its supplier, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys’ fees, which any such party may incur arising out of or relating to:

1. Your Content, keywords or modification, display and use of the Campaign;
2. DFY Website (if applicable);
3. Claims that your products or services are defective, injurious or harmful or violate the rights of any third parties; and
4. Claims predicated on a breach by you of these Service Terms or the Contract.

5. Cancellation and Termination

5.1 You may place Campaigns on hold at any time at the conclusion of any minimum term (if applicable) by providing one (1) months prior written notice (On Hold). On Hold requests will automatically suspend all access to the Campaign. Campaigns may remain On Hold for a maximum period of six (6) continuous months, after which time they may be cancelled without notification. Restarting any Campaign which is On Hold is solely your responsibility.

5.2 You may terminate the Service at any time after the initial minimum term by providing one (1) months prior written notice. Cancellation will automatically terminate all access to the Campaign. Refunds do not apply for cancellations under this clause 5.2.

5.3 On cancellation or termination of the Service, all licenses granted to you under these Service Terms shall immediately terminate.

5.4 In addition to any other obligation in these Service Terms, upon cancellation or termination of this Service, we may delete all data, including any Content, files (including, without limitation, email files, if applicable) from our systems (including any storage media) without any liability to you whatsoever.

6. Definitions

Ad or Ads means search engine marketing advertisements created by us as part of the Service. Ads will be setup to link to either your DFY Website (if applicable), or to a Landing Page (if applicable).

Content means any logos, pictures, slogans, art, contact details and other materials/information you provide in connection with the Service, or which are uploaded/added by you directly through your use of the Service.

Content Library means a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials).

DFY Website means your identified Total Solutions IT website build.

Landing Page means a one-page website (hosted on a Total Solutions IT selected and operated domain name) with content reflective of your DFY Website, or if you do not have a DFY Website, your advised business.