A. 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 / Google AdWords / Search Engine means Google and Google AdWords except to the extent that you have specifically instructed us (and we have agreed to) manage your account in relation to a non-Google search engine in addition to (or in substitution of) Google.
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.
We / Gordon Digital means Gordon Digital Services Pty Ltd ACN 612 769 114 trading as Gordon Digital.
B. Payment Terms
1. Gordon Digital will automatically debit your supplied credit card weekly or monthly for the Management Fees unless you and we have agreed to charge the Management Fee using a different basis, method and/or timeframe.
2. Gordon Digital reserves the right to not set up your Google AdWords/Facebook advertising account. At which time you will receive a full refund of all Setup Fees that you have paid. Please note that in all cases where we have already set up your new account there can be no refund of the Setup Fee.
3. Gordon Digital reserves the right to stop managing your Google AdWords/Facebook advertising account and terminate this Agreement at any time by written (or email) notice to you. If this occurs your Gordon Digital management fee will stop at the end the second week after the termination date.
4. If you wish to suspend or cancel your Gordon Digital management of your Google Ads/SEO/Facebook/Content at any time, then please let us know by phone or email. We will then book a meeting (in person or by phone) with you to discuss your requirements, feedback or concerns. If you still want to suspend or cancel after the meeting, then dependent on the agreed upon billing cycle;
4a) your Gordon Digital weekly management fee will stop at the end of the next two full billing cycles from the date of written notification
4b) Your Gordon Digital monthly management fee will stop from the date of written notification unless the next billing cycle falls within the 14 days notice to cancel.
4c) Your Gordon Digital weekly management fee will stop at the end of the next billing cycle from the date of written notification
4d) your Gordon Digital monthly management fee will stop from the date of written notification unless the next billing cycle falls within the 7 days notice to suspend.
Please note that if you wish to suspend (temporarily pause) your Gordon Digital management of your Google Ads accounts then your Google advertising must also be suspended/temporarily paused (which we will arrange).
Suspension duration approval is at the discretion of Gordon Digital & subject to review upon request. Approval will be provided on the basis your management will automatically reactivate on an agreed upon reactivation date.
If you wish to request an extension on your suspension, you must do so in writing prior to the agreed-upon reactivation date.
All cancellation requests received during suspension are subject to standard cancellation policy as stipulated in subsections 4a, 4b, & sections 5 & 6 of your agreement
5. Upon canceling Gordon Digital management, all amounts owing to Gordon Digital will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation.
6. Gordon Digital reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days.
C. Google AdWords Specific Terms
This is not a fixed-term contract with Gordon Digital, however, whilst Gordon Digital are managing your Google AdWords advertising account the following terms and conditions apply:-
7. By entering this Agreement with Gordon Digital you give us permission to access your Google AdWords advertising account for the purposes of optimisation and management of your online business.
8. Gordon Digital will endeavour to set up your 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.
9. If we request more information from you for the setup of your new or existing account, Gordon Digital will not be held responsible for any delay arising from the need for further information.
10. To allow us to finalise strategies started and ensure your account is not negatively affected by “half finished” optimisation techniques, we require 14 days’ notice to cancel management and billing. We would appreciate the opportunity to discuss your concerns at this time.
11. Gordon Digital management (with Gordon Digital management fees) is a separate service from the “per click” fees that Google AdWords will charge you. Cancellation of your management does not automatically stop your Google AdWords advertising from running and incurring Google AdWords “per click” fees. Gordon Digital will not be liable for any amounts that Google AdWords charges you following the cancellation of your management with Gordon Digital. If you wish to cease advertising online at the same time that you cancel your Gordon Digital management, please notify Gordon Digital in writing so that we can cancel your Google AdWords advertising as well. Alternatively, you may choose to directly access your own Google AdWords advertising account to arrange cancellation.
12. For clarity, please note that:-
(a) Gordon Digital is not Google, Google AdWords, Facebook or Yahoo;
(b) Gordon Digital is affiliated with Google by being a “Google Partner”. Gordon Digital employees are/or are working towards becoming “Google Certified Individuals”. However despite this affiliation with Google, Gordon Digital is a separate entity from Google; and
© Your AdWords advertising account/s remain your property. We will work on your AdWords advertising account/s, but it/they remain Yours.
13. Gordon Digital will endeavour to help you obtain your online advertising goals by providing you with advice, information and technical services in relation to Search Engine advertising/marketing. Unless specifically stated to the contrary in this Agreement, Gordon Digital 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 or rankings). We cannot be held responsible for commercial outcomes which are associated with the Internet marketing or management of your Google AdWords advertising account for your business and/or websites.
14. Gordon Digital is providing an internet marketing service for a competitive price. Gordon Digital 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:-
(a) Gordon Digital 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
(b) The maximum liability of Gordon Digital to you is the lesser of:-
(i) the sum of Setup Fees and Management Fees you have paid to Gordon Digital or
(ii) the cost of re-supplying the online advertising services ; or
(iii) the cost of rectifying the online advertising problem which has caused your loss.
15. These Terms and Conditions are governed by the law in force in the State of Queensland, Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them for determining any dispute concerning the Terms and Conditions.
16. These Terms and Conditions can be modified at any time by Gordon Digital. 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.
17. 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.
18. You warrant to Us that you will use the services provided by Gordon Digital under this Agreement for business purposes (and not predominantly personal, domestic or household use).
19. To the extent that Copyright subsists in any text that We create for Your AdWords account/s pursuant to this Agreement; We assign copyright in such text to You. For the avoidance of doubt, this clause does not assign copyright in any other materials that we may create for you outside the scope of this Agreement.
20. You are solely responsible for maintaining the secrecy of your username and password in relation to the Account/Site, and for restricting access to your computer. You are fully responsible for the use of the Account/site under your username and password. In case of breach of security, you must notify Gordon Digital immediately of any unauthorised use of your username or password.
D. SEO Specific Terms
21. The Service
(a) These Terms & Conditions govern your use of Gordon Digital (the “Service”), an Internet marketing setup and subscription service operated by Gordon Digital Services Pty Ltd (Gordon Digital) that provides users with access to the Website’s marketing and hosting service and/or Search Engine Marketing services (SEO) Search Engine Optimisation (Gordon Digital). SEO (Gordon Digital) is provided to you by Gordon Digital on an “AS IS”, “AS AVAILABLE” basis subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use Gordon Digital for other purposes, directly or indirectly, by you or by a third party is prohibited.
(b) Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The service consists of search marketing services/search engine optimisation. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services.
© Gordon Digital reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published on the www.gordondigital.com.au site, your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Gordon Digital as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to the Service in writing.
22. Disclaimer of Warranties
(a) You expressly agree that entering or using Gordon Digital is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of Gordon Digital is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.
(b) Gordon Digital makes no warranty that Gordon Digital will meet your requirements, or that Gordon Digital will be uninterrupted, timely, secure, or error free; Gordon Digital makes no representations as to the suitability of the information available on or through Gordon Digital, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.
© Gordon Digital makes no warranty that a Search Engine Marketing or Search Engine Optimisation campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
(d) Gordon Digital makes no warranty that a Search Engine Marketing or Search Engine Optimisation campaign will lead to any clicks to your business or other information.
(e) Gordon Digital makes no warranty that a Search Engine Marketing or Search Engine Optimisation campaign will lead to consistent exposure of your business or your keywords during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). All such information on the user-amended sites is provided by the users.
(f) The information available on or through Gordon Digital user amended sites is not reviewed, controlled or examined by Gordon Digital in any way before it appears on Gordon Digital.
(g) Gordon Digital does not endorse, verify or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).
(h) Gordon Digital does not warrant or guarantee: that any information available on or through Gordon Digital will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminative or destructive properties; that the information available on or through Gordon Digital will not contain adult-oriented material, or material which some individuals may deem objectionable; or that the functions or services performed by or through Gordon Digital will be uninterrupted or error-free, or that defects in Gordon Digital will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.