A. Meanings & Abbreviations

In this Agreement, the following words have the 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 Ads (AdWords) / Search Engine means Google and Google Ads (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.

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 / One Web Digital Media means One Web Digital. One Web Digital is owned and operated by One Web Solutions LLC and One Web Digital (“One Web Digital”) is a trading name of One Web Solutions LLC.

B. Prices & Quotations

1. Unless otherwise agreed by One Web Digital, a price quotation is open for acceptance for 30 days from the date of quotation sent. Acceptance of the price quotation must be in writing and signed by the Client (at which time it is binding).
2. Acceptance of the price quotation constitutes acceptance of the terms and conditions and no variation, whether contained in the acceptance or otherwise, applies unless agreed and accepted by One Web Digital in writing.

C. Fees & Payment Terms

1. The Client understands that there are 3 costs involved in undertaking this Google Ads (PPC search ad service).
   
   • Setup fee paid to One Web Digital according to the amount agreed in the proposal by the Client and One Web Digital through automatic card payment through Client’s supplied credit card.
   • Weekly or monthly account management fees paid to One Web Digital in advance on monthly basis as per the amount agreed in the proposal.
   • Search engine / marketing platform advertising spend cost which will be charged directly by Google Inc, and by automatically debiting your supplied credit card.
2. The Client must, as agreed with One Web Digital, pay the fees for the provision of the Services, monthly in advance with the first payment being due on the Start Date and thereafter on the Payment Date.
3. Invoices for the payment of the Fees will be issued to the Client on or before the Payment Date.
4. New accounts incur a one time setup fee as agreed by the client in the proposal document.
5. If the Client has provided credit/debit details to One Web Digital, the Client consents and agrees to One Web Digital using those details to auto charge the Client’s debit card or credit card (as applicable) in payment of the account management Fees.
6. One Web Digital reserves the right to not set-up your Google Ads advertising account. At which time you will receive a full refund of all Set-Up Fees that you have paid. Please note that in all cases where we have already set-up your account there can be NO REFUND of the Set-Up Fees and/or monthly management fees.
7. One Web Digital reserves the right to stop managing your Google Ads advertising account and terminate this agreement at any time by writing (or email) notice to you. One Web Digital will not be liable to the Client for any loss or damage resulting directly or indirectly from such actions. If this occurs your One Web Digital management fee will stop at the end of the termination date.
8. If you wish to suspend or cancel your One Web Digital management of your Google Ads advertising at any time then you need to let us know by phone or by email 30 days in advance before the termination date. 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 your One Web Digital management fee will stop at the end of the next full billing cycle from the date of written notification. Please note that if you wish to suspend (temporarily pause) your One Web Digital management of your Google Ads accounts then your Google advertising must also be suspended/temporarily pause (which we will arrange).
9. Upon cancelling One Web Digital management, all amounts owing to One Web Digital will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation.
10. One Web Digital reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days.
11. Right to Stop Service & Remove Resources In The Event of Late Payment or Non Payment.(a) In the event Client fails to make any of the payments set forth and agreed by the Client and One Web Digital in the contract or proposal within 14 (fourteen) days of the day the payment is due and invoice is generated, One Web Digital has the right to remove any Google Ads (PPC) campaign under One Web Digital control until payment is paid in full, plus accrued late charges of 2% per month.(b) In the event Client fails to make any of the payments set forth and agreed by the Client and One Web Digital in the contract or proposal within 14 (fourteen) days of the day the payment is due and invoice is generated, One Web Digital has the right, but is not obligated, to pursue any or all of the following remedies:
    (1) Terminate the Agreement.
    (2) Remove equipment, software, services or resources owned by One Web Digital, whether leased to client by One Web Digital or not and any One Web Digital personnel or staff from client location(s).
    (3) Bring legal action.

D. General Google Ads (AdWords) Advertising Terms & Conditions

This is not a fixed-term contract with One Web Digital, however whilst One Web Digital is managing your Google Ads account the following terms and conditions apply:

1. 1. By entering this Agreement with One Web Digital, you give us permission to access your Google Ads account for the purposes of optimization and management of your Google Ads account.
   2. One Web Digital will endeavour to set up your Google Ads advertising account within 7 to 14 days, however in some cases it may take up to 21 days to complete set up of your new account.
   3. If we request more information from you for the setup of your new or existing account, One Web Digital will not be held responsible for any delay arising from the need for further information.
   4. To allow us to finalize strategies started and ensure your account is not negatively affected by “half finished” optimization techniques, we require 30 days’ notice to cancel management and billing. We would appreciate the opportunity to discuss your concerns at this time.
   5. One Web Digital management (with One Web Digital management fees) is a separate service from the “per click” fees charged by Google Ads. Cancellation of your management does not automatically stop your Google Ads advertising from running and incurring Google Ads “per click” fees. One Web Digital will not be liable for any amounts that Google Ads charges you following the cancellation of your management with One Web Digital.  If you wish to cease advertising online at the same time that you cancel your One Web Digital management, please notify One Web Digital in writing so we can cancel your Google Ads advertising as well. Alternatively, you may choose to directly access your own Google Ads advertising account to arrange cancellation.
   6. For clarity, please note that:
      a. One Web Digital is not Google or Google Ads;
      b. One Web Digital is a separate entity from Google; and
      c. Your Google Ads advertising account/s remain your property. We will work on your Google Ads advertising account/s, but it/they remain Yours.
   7. One Web 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, One Web Digital do not guarantee any particular rate of return or performance of any online advertising on Google Ads 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 Ads advertising account for your business and/or websites.
   8. One Web Digital is providing an internet marketing service for a competitive price. One Web 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:
   9. One Web Digital will not be liable in any way for fines, penalties, taxes, 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.
   10. These Terms and Conditions can be modified at any time by One Web 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.
   11. 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.
   12. You warrant to One Web Digital that you will use the services provided by One Web Digital under this Agreement for business purposes (and not predominantly personal, domestic or household use).
   13. To the extent that Copyright subsists in any text that We create for Your Google Ads 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.
   14. 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 One Web Digital immediately of any unauthorized use of your username or password.
   15. One Web Digital reserves the right to deliver marketing, advertising and other promotional materials to all of its clients, as well as any past clients. One Web Digital will endeavour to cease any marketing/advertising communications in a timely manner in the event a client, or past client, opts-out of future promotional materials.