Digital Marketing Services Agreement

TERMS & CONDITIONS

These are the Terms and Conditions on which ETRAFFIC GROUP ABN: 30 159 207 404 (ETRAFFIC) will deliver website & marketing services for you. They will apply each time that you ask us to do work.

Please read these terms and conditions carefully, it’s a condition of your use of our marketing and website services.

These Terms and Conditions are subject to change without notice and may be superseded, if this occurs you will be notified via email, phone & these will reflect on this marketing terms and conditions page.

1. ENGAGEMENT

You may engage ETRAFFIC to carry out a Service for you by:

  • signing and returning a Pricing Structure to us; or
  • providing an authorised Purchase Order; or
  • in the case of smaller engagements by written verification

Unless ETRAFFIC notify you otherwise, ETRAFFIC will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when ETRAFFIC accept the engagement.

2. PRICING STRUCTURES

If ETRAFFIC provide you with a Pricing Structure for the Service, then that Pricing Structure:

  • is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
  • does not include GST;
  • and is valid for 30 days from the date issued

3. MARKETING SERVICES

The marketing services that we deliver may include some or all of the following:

  • clause 10 – Search Engine Optimisation (SEO);
  • clause 11 – Search Engine Advertising ;
  • clause 12 – Display Advertising;
  • clause 13 – Social Media Advertising;
  • clause 14 – Social Media Management (SMM);
  • clause 15 – Strategy, Creative and Analytics.

4. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to us all require materials you want us to use, and all other content and materials we reasonably request (Client Content) in a timely manner to avoid delays

In the instance, a project is delayed due to you not providing the material, content, logo, digital assets you will still be responsible for the marketing & website costs.

5. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, the fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or ETRAFFIC can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf.

6. YOUR APPROVAL & IMPLEMENTATION

Your approval and implementation may be required for some items (Approval & Implementation Item) presented to you:

  • Service brief;
  • keyword recommendations;
  • local SEO report;
  • on page SEO report;
  • ad text;
  • ad targeting;
  • ad creative;
  • design concepts (and your choice of one of them);
  • each updated version of the chosen design concept;
  • implementation of conversion tracking code
  • landing page or website development

When ETRAFFIC provides you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if ETRAFFIC does not receive a response from you, within 5 business days.

7. SEARCH ENGINE OPTIMISATION (SEO)

ETRAFFIC’s Search Engine Optimisation Services may include:

  • Keyword research & Keyword Recommendations
  • Local SEO Report
  • On Page SEO Report
  • Copywriting & Content Generation
  • Creation of Google Analytics account
  • Implementation of Conversion Tracking Code
  • Creation of Google Search Console account
  • Link Building
  • Local Citations
  • Monthly Progress Report

8. SEARCH ENGINE ADVERTISING

ETRAFFIC’s Search Engine Advertising Services may include:

  • Keyword research & Keyword Recommendations
  • Creation of Google AdWords account
  • Creation of Google Analytics account
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code
  • Creation of text ad copy and ad extensions
  • Management of keyword bids and ad targeting
  • On-going optimisation
  • Monthly Progress Report

Unless otherwise agreed, ETRAFFIC will use their merchant account to manage the campaign and build the strategy9. DISPLAY ADVERTISING

Our Display Advertising Services may include:

  • Creation of display banners
  • Creation of Google AdWords account
  • Setup of conversion tracking and remarketing tags in Google Analytics
  • Implementation of Conversion Tracking Code
  • Set-up of audience and/or display placement targeting
  • On-going optimisation
  • Monthly Progress Report

9. SOCIAL MEDIA ADVERTISING

Our Social Media Advertising Services may include:

  • Creation of Facebook ads including image design and ad copy
  • Creation of a Facebook ad account within ETRAFFIC
  •  business manager account
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code & Facebook pixel
  • Set-up of specific remarketing lists using data from your Facebook pixel
  • Set-up of interest and demographic audiences for Digital Marketing Campaign targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Monthly Progress Report

10. SOCIAL MEDIA MANAGEMENT (SMM)

Our Social Media Management services may include:

  • social media review, analysis and strategy development;
  • social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Twitter, LinkedIn or other social media platforms;
  • social media analytics;
  • social media policy.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

11. STRATEGY, CREATIVE, AND ANALYTICS

Our Strategy, Creative and Analytics services may include:

  • digital marketing audits;
  • digital marketing strategy development;
  • digital marketing strategy implementation;
  • videos, images, memes, infographics, whitepapers, reports and surveys;
  • Google analytics;
  • reputation management;
  • call tracking;

12. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, ETRAFFIC is not liable (whether in contract or tort) for:

  • faults or defects in any services or goods provided by third parties in connection with this agreement; or
  • any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings, and business interruption) however arising, whether or not ETRAFFIC knew of the possibility of such loss and whether or not such loss was foreseeable.

ETRAFFIC makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken according to the agreement.

13. INDEMNITY

You indemnify, defend and hold harmless ETRAFFIC in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

  • any breach of this agreement;
  • your negligent acts or omissions; or
  • your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use by following this agreement.
  • breach of third party Intellectual Property.

You agree to keep ETRAFFIC, its directors, officers, and employees indemnified, against all loss arising from actions taken performing Services.

14. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:

  • are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
  • The Party required to disclose the other Party’s Confidential Information as set out above must:
  • provide a reasonable amount of notice to the other Party of the proposed disclosure;
  • consult with the other Party as to the form of the disclosure; and
  • take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

15. PAYMENT METHOD

Payment for Digital Marketing Campaigns must be made by credit card (Visa, Mastercard, Amex) or automatic direct debit from your nominated bank account.

Digital Marketing Campaigns run for the calendar month, payments must be received by the 20th of the preceding calendar month in order for the campaign to run in that calendar month.

Digital Marketing Campaigns that start mid-month due to delays in receiving approved ad creative or landing pages will have their monthly budget accelerated to be used by the end of that calendar month.

Billing for Digital Marketing Campaigns may not be paused during the initial Term.

The Term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 60 days prior to the expiration of the Term.

The agreed monthly Online Advertising fees will be invoiced to the client prior to the end of the month. All Online Advertising fees charged by ETRAFFIC will be allocated 75% to media buying and 25% to strategy, management and reporting fees.

In relation to our Services, ETRAFFIC may issue invoices for:

  • payment as indicated in our Pricing Structure or estimate;
  • for Additional Costs on an ad hoc basis as agreed.

16. DURATION OF AGREEMENT AND ITS TERMINATION

Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.

The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 60 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.
ETRAFFIC may terminate this agreement if:

  • you do not provide any information or materials requested within a reasonable time after being asked to do so; or
  • ETRAFFIC consider that mutual confidence and trust no longer exist.

Upon termination of this agreement:

  • our obligation to carry out the Service ceases;
  • each party’s rights and obligations accrued prior to termination are not affected;
  • the licence granted ceases;
  • any unpaid invoice owed to ETRAFFIC must be paid, including for any minimum term (failure to do so may result in ETRAFFIC registering this default with a credit reporting agency);
  • each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and