The client agrees to be bound by the terms of this agreement for the Term.
“Term” means the amount of months by each value nominated from the Acceptance date plus the pro-rata period from the time the contract is signed up to the start of the Term. This Agreement shall be renewable automatically for another similar period immediately following the expiration of the Term. Where a month-by-month billing for services arrangement is in place, that billing arrangement will remain in place indefinitely until such time as the Client instructs Searchsmart in writing to cease providing those services. A notice period of 30 days is required for all termination of services requests. Where that notice period spans two calendar months, the Client will be required to pay the full amount of the charges for the final month.
Termination: The Client must notify Searchsmart in writing at least 30 days prior to the expiration of the Term if it wishes to discontinue the internet advertising campaign. The Client understands, in case it discontinues the internet advertising campaign, that all paid or charged fees prior to date of termination are non-refundable in all respects. A Termination request has to be sent to Searchsmart via email at email@example.com and Searchsmart has to send an email confirmation confirming the receipt of the Client’s termination request. Searchsmart may terminate this Agreement and/or any Services at any time upon notice to Client. The termination of this Agreement shall not relieve either party of any rights, obligations or liabilities arising prior to such termination nor shall either Party be relieved of any obligation to pay fees that have accrued or are otherwise owed under this Agreement.
Unless otherwise agreed in writing by Searchsmart all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Services of this agreement, which are not expressly stated in the clauses of these terms are expressly excluded.
The client shall not be entitled to cancel any order either written or verbal except with the written consent of Searchsmart.
Payment for Services supplied by Searchsmart shall be required at the start of Contract where an establishment fee and any once-off fees is shown on the Contract, and throughout the duration of the Term where monthly fees are shown or unless otherwise agreed in writing by Searchsmart.
If the client fails to pay to Searchsmart any monies required by the due date the client shall pay to Searchsmart interest thereon or so much as shall remain unpaid at the rate of 1.5% per month or part thereof from the due date or dates for the payment thereof until the same shall be actually paid.
All expenses, fees or disbursements incurred by Searchsmart in recovering any amount owing (including any reasonable debt collection agency or solicitors’ fees and disbursements) are payable by the client on demand.
Should the client wish Searchsmart to provide information, images, logos, etc. to the content of any websites created on behalf of the client, an additional fee will be incurred. Where any third party consents are necessary to enable Searchsmart to perform the Services, the client shall obtain those consents within such times as will enable Searchsmart to perform the Services in accordance with this agreement.
All Intellectual Property Rights, with the exception of those in any pre-existing material which is incorporated into or which has been used in the course of developing the Website, shall vest in Searchsmart.
All Intellectual Property Rights, in the course of developing and managing the advertising account, shall vest in Searchsmart. This means that any and all contents of the accounts, campaigns, adgroups, keywords and advertisements remain the intellectual property of Searchsmart during and following the active contract. The Client agrees that they have no claim at all in reference to the design, construction or contents of any or all of the accounts, campaigns, adgroups, keywords and advertisements that Searchsmart implements into the Google infrastructure
It is the client’s responsibility to ensure that any material provided to Searchsmart does not infringe the Intellectual Property Rights of any person, is not obscene, offensive, upsetting, and defamatory and does not compromise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature. The client will indemnify Searchsmart in respect of any losses or liability incurred as a result of a breach by the client of this clause.
It is the client’s responsibility to ensure that any monies expended within the Google infrastructure on a month to month basis is done so in accordance with each value nominated in the Item 11 range, or any agreed deviation from that. Searchsmart will not be liable for any deviation from that amount after a period of 6 months. The client will indemnify Searchsmart in respect of any losses or liability incurred as a result of the client’s lack of attention to this issue.
Searchsmart shall not be liable for any circumstances affecting the performance of the Services which are caused by factors beyond Searchsmart’s control, including the client’s failure to provide content, and any sub-contractors or suppliers of Searchsmart’s acts or omissions.
If either Party terminates this Agreement before the end of the Term all monies in respect of Services supplied and Services agreed to be supplied will become immediately due and payable.
No indulgence or forbearance extended to the client by Searchsmart shall limit or prejudice any right or claim available to Searchsmart.
This agreement shall be governed by and construed in accordance with the laws of Western Australia and the parties submit themselves to the non-exclusive jurisdiction of the Courts of that State.
If any provision of this agreement is void, voidable by any party, unenforceable or illegal in any jurisdiction it shall be read down so as to be valid and enforceable or if it cannot be so read down, the provision (or where possible the offending words), shall be severed from this agreement without affecting the validity, legality or unenforceability of the remaining provisions (or parts of those provisions) of this agreement which will continue in full force and effect.
In this Agreement unless the context otherwise requires: Searchsmart means Searchsmart Pty Ltd (ABN 23 087 628 126); “Google” means the Services and infrastructure of Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA; “Google Clicks” means a user following a Google sponsored link to the Website; “Intellectual Property Rights” means copyright, trade mark, design, patent, semiconductor or circuit layout rights relevant to textual, graphical, audio and other material displayed on the Website; “Services” Website design, provision of Google Website advertising presence in each Search Category and ongoing monitoring of the Google Website ranking; “Website” means the location accessible on the internet through the world wide web.
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