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These Terms and Conditions are subject to change without notice and may be superseded, if this occurs you will be notified via email, phone & these will reflect on this marketing terms and conditions page.
You may engage ETRAFFIC to carry out a Service for you by:
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:
3. MARKETING SERVICES
The marketing services that we deliver may include some or all of the following:
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:
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:
8. SEARCH ENGINE ADVERTISING
ETRAFFIC’s Search Engine Advertising Services may include:
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:
9. SOCIAL MEDIA ADVERTISING
Our Social Media Advertising Services may include:
10. SOCIAL MEDIA MANAGEMENT (SMM)
Our Social Media Management services may include:
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:
12. LIMITATION OF LIABILITY AND WARRANTY
To the fullest extent permissible by law, ETRAFFIC is not liable (whether in contract or tort) for:
ETRAFFIC makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken according to the agreement.
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:
You agree to keep ETRAFFIC, its directors, officers, and employees indemnified, against all loss arising from actions taken performing Services.
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:
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:
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:
Upon termination of this agreement: