T&Cs

AdWords Management Terms & Conditions

THIS AGREEMENT is made BETWEEN:

(1) AGPB Ltd trading as TC Digital Marketing and

(2) {{recipient_full_name}} of {{recipient_company_name}} (“the Client”)

WHEREAS:

(1) TC Digital Marketing is engaged in the business of providing pay-per-click advertising (“PPC”) management services.

(2) TC Digital Marketing hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business.

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Designated Search Engine”

means a search engine on which TC Digital Marketing shall perform the PPC Services as chosen by the Client;

“Fee”

means the consideration payable to TC Digital Marketing for the PPC Services as defined in Clause 5;

“Intellectual Property Rights”

means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“PPC Campaign”

means a pay-per-click advertising campaign setup and managed by TC Digital Marketing for and on behalf of the Client in the course of providing the PPC Services;

“PPC Proposal”

means a document detailing TC Digital Marketing’s proposed PPC Campaign(s) and, where relevant, other information pertaining to the PPC Services;

“PPC Services”

means the pay-per-click advertising management services to be provided by TC Digital Marketing under this Agreement as described in Schedule 1;

“PPC Setup”

means the setting up of the PPC Campaign(s) as is more fully described under the description of PPC Services in Schedule 1; and

“Required Information”

means the information (and materials) which the Client must supply to TC Digital Marketing to enable Digital Impact to carry out the PPC Services as defined in Schedule 1.

 

1.2 Unless the context otherwise requires, each reference in this Agreement to:

 

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

 

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

 

1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

 

1.2.4 a Schedule is a schedule to this Agreement;

 

1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

 

1.2.6 a “Party” or the “Parties” refer to the parties to this Agreement.

 

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

 

1.4 Words imparting the singular number shall include the plural and vice versa.

 

1.5 References to any gender shall include the other gender.

 

2. Engagement of TC Digital Marketingto provide the PPC Services.

 

2.2 TC Digital Marketing shall complete the PPC Setup by the agreed date.

 

2.3 The Client shall provide the Required Information to TC Digital Marketing. In the event that the Client fails to deliver the Required Information on the Delivery Date or fails to adhere to the time limits set out in Clause 4, the Completion Date shall increment by one day for each day that the delivery of the Required Information is delayed.

 

2.4 TC Digital Marketing shall be responsible for the quality of the PPC Services and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by it to perform all or any part of the PPC Services shall also do so competently and with reasonable care.

 

3. Nature of Engagement

3.1 TC Digital Marketing shall at all times be responsible for organising how and in what order the PPC Services are performed and shall liaise with the Client (or the Client’s representative).

 

3.2 The engagement and appointment of TC Digital Marketing under this Agreement does not create any mutual obligations on the part of the Client or TC Digital Marketing to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

4. The PPC Services

4.1 TC Digital Marketing shall provide the PPC Services as specified in the project proposal

 

4.2 TC Digital Marketing shall base the PPC Setup and its provision of the PPC Services upon the Required Information provided by the Client in accordance with Clause 2.

 

4.3 Upon receipt of the Required Information from the Client, TC Digital Marketing shall conduct keyword research which shall include, but not necessarily be limited to, an examination of the Website, online research and the use of other suitable methods and tools.

4.4 In the event that the Client proposes amendments to the PPC Proposal, TC Digital Marketing shall incorporate such amendments into a revised PPC Proposal which shall be submitted to the Client for approval.

 

4.5 In the event that TC Digital Marketing submits a revised PPC Proposal to the Client, the Client shall have a period of 14 days from receipt of the amended PPC Proposal to review and approve the same. Further amendments shall be a matter of agreement between the Parties at the time.

 

4.6 In the event that the Client proposes amendments which TC Digital Marketing opposes, TC Digital Marketing shall give detailed reasons for its opposition. The Client shall reserve the right to insist upon any such opposed amendments, however TC Digital Marketing shall bear no responsibility for any negative effects thereof on the effectiveness of the PPC Campaign(s)

 

4.7 Within 30 days of receipt of the approved PPC Proposal from the Client, TC Digital Marketing shall set up the agreed PPC Campaign(s) on the Designated Search Engine(s).

 

4.8 No later than 30 days following the successful commencement of the PPC Campaign(s), TC Digital Marketing shall prepare and submit to the Client a visibility report demonstrating the results and effectiveness of the PPC Campaign(s).

 

4.9 The Client understands and acknowledges the following:

 

4.9.1 TC Digital Marketing cannot control search engines and cannot provide any guarantee of success.

 

4.9.2 TC Digital Marketing cannot control search engines and cannot provide any guarantee that the Designated Search Engine(s) will not change their policies or functionality in such a way that will have a detrimental effect on the effectiveness of the PPC Campaign(s). Where ongoing PPC Services are to be provided, TC Digital Marketing shall use reasonable endeavours to counteract any detrimental effects resulting from any such changes.

 

4.9.3 TC Digital Marketing accepts no responsibility for any detrimental effect on the effectiveness of the PPC Campaign(s) which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.

 

4.9.4 The effectiveness of the PPC Campaign(s) will be determined in part by the budget allotted. Failure by the Client to make the required budget(s) available may have a negative effect on the related PPC Campaign(s). Digital Impact accepts no responsibility for any such negative effects.

 

5. Consideration

5.1 In consideration of the PPC Services the Client shall pay to TC Digital Marketing as detailed in the project proposal.

 

5.2 Payment of all Fees due under this Agreement shall be made as per Digital Impact’s invoice for the same.

5.3 All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon.

 

  1. Intellectual Property

 

6.1 TC Digital Marketing shall use material provided by the Client in addition to its own material in performing the PPC services.

 

6.2 The Intellectual Property Rights subsisting in material provided by the Client shall continue to vest in the Client unless the Client expressly indicates otherwise.

 

6.3 The Intellectual Property Rights subsisting in material provided by TC Digital Marketing shall be assigned to the Client upon receipt by TC Digital Marketing of all relevant sums due in consideration of the PPC Services. Following such assignment, the Client shall be free to use such materials including, but not limited to, the keywords included in the PPC Campaign(s), in the same PPC Campaign(s) or for any other purposes.

 

6.4 Nothing in this Agreement shall vest any rights in the Website in TC Digital Marketing and sub-Clause 6.3 shall effect the assignment of any Intellectual Property Rights which may arise to the benefit of TC Digital Marketing in the Website to the Client.

 

  1. Company’s Warranties and Indemnity

 

7.1 Digital Impact represents, warrants, undertakes, and agrees with the Client as follows:

 

7.1.1 the work produced in the course of the PPC Services shall be original to Digital Impact and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;

 

7.1.2 the work produced in the course of the PPC Services shall not, under the laws of any jurisdiction be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the work will, if published, constitute a contempt of court;

 

7.1.3 TC Digital Marketing shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the work produced in the course of the PPC Services except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with TC Digital Marketing’s performance of its obligations under this Agreement;

 

7.1.4 TC Digital Marketing hereby undertakes to indemnify the Client and keep the Client at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Client on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by TC Digital Marketing of any of Digital Impact’s undertakings, warranties, or obligations under this Agreement.

 

8.Client’s Warranties and Indemnity

 

8.1 The Client represents, warrants, undertakes, and agrees with TC Digital Marketing as follows:

 

8.1.1 the Website and the Required Information shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;

 

8.1.2 the Website and the Required Information shall not, under the laws of any jurisdiction OR be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Website or the Required Information will constitute a contempt of court;

 

8.1.3 the Client shall not enter into any agreement or arrangement which might conflict with TC Digital Marketing’s rights under this Agreement or might interfere with TC Digital Marketing’s performance of its obligations under this Agreement;

 

8.1.4 the Client hereby undertakes to indemnify TC Digital Marketing and keep Digital Impact at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of Digital Impact on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement.

9.Confidentiality

9.1 Both Parties undertake that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and after its termination:

9.1.1 keep confidential all Confidential Information;

 

9.1.2 not disclose any Confidential Information to any other party;

 

9.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;

 

9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

 

9.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.

 

9.2 Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to:

 

9.2.1 any of their sub-contractors, substitutes, or suppliers;

 

9.2.2 any governmental or other authority or regulatory body; or

 

9.2.3 any of their employees or officers or those of any party described in sub-Clauses 9.2.1 or 9.2.2;

 

9.3 Disclosure under sub-Clause

 

9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause.

 

9.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

 

9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

 

9.5 When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

 

9.6 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

 

10. Termination

10.1 Unless agreed otherwise, either Party may terminate this Agreement by giving to the other not less than 30 days written notice. If our access to Google AdWords is removed and our ability to invoice based on ad spend also removed, we will invoice for the remaining contract duration based on your previous average monthly spend. Failure to pay may result in us appointing a debt collection agency to recover outstanding amounts or legal action. Should this occur, all debt collection / legal costs will be added to the outstanding amounts.

 

10.2 Without prejudice to the generality of sub-Clause 10.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:

 

10.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other Party;

 

10.2.2 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

 

10.2.3 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order;

 

10.2.4 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that Digital Impact resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);

10.2.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

 

10.2.6 the other Party ceases, or threatens to cease, to carry on business; or

 

10.2.7 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.

 

10.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.

 

11. Nature of the Agreement

11.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) any of its rights hereunder, or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

 

11.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

 

11.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

11.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

12. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

 

13. Notices

13.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

 

13.2 Notices shall be deemed to have been duly given:

 

13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

 

13.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

 

13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

 

13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

14. Law and Jurisdiction

14.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Ireland

 

14.2 Subject to the provisions of Clause 14, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by and construed in accordance with the law of Scotland and you hereby submit to the exclusive jurisdiction of the Irish courts.