Terms & Conditions
Recitals:
The Contractor specializes in the provision of Google Ads services aimed at revenue creation through Search Engine Advertising (SEA), leveraging online advertisement campaigns via Google Ads.
The parties enter into this Agreement to formalize the engagement between the Contractor and the Client, wherein the Contractor will apply its expertise and resources towards the operation and optimization of the Client’s Google Ads account and related services, under the terms specified herein.
Both parties commit to executing this Agreement in good faith and to the best of their professional abilities, upholding the principles of transparency, diligence, and mutual respect.
Article 1. Objective & Implementation of Partnership
Objective:
The primary objective of this Agreement is to engage the Contractor to perform specialized and knowledge-intensive services related to Google Ads (SEA) on behalf of the Client, aimed at optimizing the Client’s online advertisement performance and revenue generation.
Scope of Work:
- Access management for Google Ads accounts and e-commerce webshop stores.
- Comprehensive setup, delivery, maintenance, and optimization of the Google Ads account.
- The Contractor commits to a best-efforts obligation to perform the contracted services with due care, quality, and continuity. The Contractor is, however, not under any obligation to guarantee specific results.
- The Contractor aims to achieve profitable Google Ads campaigns for the Client within two months of the campaign going live.
Article 2. Commencement of Agreement
This Agreement is deemed effective upon the Client’s written acceptance (digital signature accepted) and the Contractor’s subsequent receipt of the signed Agreement.
The Contractor’s services will commence following the formal establishment of this Agreement and the receipt of the signed document by the Contractor.
Any amendments to this Agreement post-acceptance must be mutually agreed upon in writing.
The Contractor reserves the right to revoke the Agreement within ten working days of acceptance without stating reasons.
Article 3. Duration of Partnership & Termination
Duration:
This Agreement is entered into for an indefinite period, commencing on the date of formal establishment as defined in Article 2.
Termination:
- Either party may terminate this Agreement by providing written notice (electronic communication permitted) to the other party, adhering to a notice period of one full calendar month.
- Termination notice should specify the effective date of termination, which shall correspond to the end of the notice period, thereby dissolving the contractual relationship.
- Post-Termination Operations: In the event that either party wishes to continue the operation of the webshop(s) independently of the other, such continuation is subject to the agreed notice period of one calendar month before the commencement of a new month.
Article 4. Purpose of Partnership
General Intent:
The Contractor’s overarching goal is to manage and execute Google Ads campaigns that yield a high Return On Ad Spend (ROAS) for the Client, thereby enhancing the Client’s profitability through strategic online advertising.
Performance Metrics:
The success of the webshops managed under this Agreement will be evaluated monthly using a financial dashboard, accessible to both parties, ensuring transparency and accountability in the assessment of campaign performance.
Article 5. Obligations of the Client
Information Provision:
The Client is obligated to promptly and transparently inform the Contractor of any changes or relevant developments in their business operations that could affect the performance of the Google Ads campaigns. This includes, but is not limited to, changes in product lines, pricing strategies, and target market shifts.
Accuracy of Information:
The Contractor is not responsible for verifying the accuracy or completeness of information provided by the Client. Consequently, the Contractor bears no liability for any adverse outcomes resulting from incorrect or incomplete information supplied by the Client.
Cooperation:
Should the Contractor request additional information deemed necessary for the effective execution of the services, and the Client fails to provide such information in a timely manner, the Contractor reserves the right to suspend or terminate its services. Under these circumstances, the Contractor incurs no liability for service interruption or cessation.
Data and Security Responsibility:
The Client retains full responsibility for the safeguarding of data, content, and personal information, as well as for ensuring adequate security measures are in place for their ICT environment.
Article 6. Obligations of the Contractor
Performance Commitment:
The Contractor shall employ its best efforts and expertise to achieve a minimum Return On Ad Spend (ROAS) of 3x for the Client when the advertisement spending reaches €10,000.00 or the daily revenue hits €1,000.00. This commitment underscores the Contractor’s dedication to driving profitable advertising campaigns for the Client.
Service Continuity:
The Contractor pledges to maintain a high standard of service delivery, aiming for continuous operation and optimization of the Client’s Google Ads campaigns. This includes prompt responsiveness to market changes and campaign performance adjustments as necessary.
Notification of Service Interruptions:
In the event of service disruptions due to maintenance, system breakdowns, or external factors, the Contractor commits to informing the Client promptly about the nature and expected duration of the interruption, minimizing impact on campaign performance.
Article 7. Commission Structure
Commission on Ad Spend:
The Client agrees to a commission structure wherein the Contractor receives a commission of 10% of the total monthly ad spend.
Net Prices:
All mentioned prices and commissions are net figures and exclusive of VAT.
Article 8. Payment Terms & Billing
Invoicing Schedule:
Invoices will be issued on the first business day following the end of each calendar month. These invoices will detail the services provided and the corresponding charges for the month.
Payment Deadline:
Payments are due within seven days from the invoice date. The Client is required to transfer the payable amount to the Contractor’s designated bank account.
Late Payment Procedure:
If payment is not received by the due date, the Contractor reserves the right to suspend services until full payment is made.
Collection Costs:
Should the Client default on payment obligations, the Client will bear the full cost of external collection services.
Electronic Invoicing Agreement:
The Client consents to receiving invoices electronically.
Article 9. Customer Acquisition Compensation
If the Client recruits new customers for the Contractor concerning the outsourcing of customer service, the Client may be eligible for compensation.
Article 10. Force Majeure
In the event of force majeure, the execution of the agreement by the Contractor may be suspended without any obligation to pay damages.
Article 11. Liability
The Client indemnifies the Contractor for all consequences resulting from the use and/or disclosure of the services outsourced by the Client to the Contractor.
Article 12. Confidentiality
Parties will treat information provided to each other before, during, or after the execution of the agreement confidentially.
Article 13. Personal Data
In the execution of the agreement, the Contractor may process personal data on behalf of the Client, with the Client being designated as the data controller and the Contractor as the processor.
Article 14. Modification of the Agreement
Changes and/or additions to this agreement are only legally valid if signed in writing by both parties.
Article 15. Consequences of Nullity or Voidability
If part of this agreement is null or voidable, this does not affect the remaining provisions of the agreement.
Article 16. Applicable Law and Competent Court
This agreement is governed by Dutch law. All disputes arising from this agreement will be exclusively submitted to the competent court in the district of Limburg, unless provisions of mandatory law