Welcome to Online Path Pty Ltd, a Google Partner company. We (“the Service Provider”) provide You (“the Customer”) with online marketing solutions to attract more targeted traffic to Your website, and other marketing services.
We will always provide You with a quote for the particular Services that You have requested Us to provide. Once You have accepted that quote, We will provide those Services in accordance with the terms and conditions below. Thus, these terms and conditions and our accepted quotes constitute the agreement between You and Us (“the Terms and Conditions” or “the Agreement”).
This Agreement is made between You and Online Path Pty Ltd and explains Our obligations as a Service Provider, and Your obligations as a Customer. You and We agree as follows:
1. Commencement and Term of Agreement
1.1 The Agreement commences upon written acceptance of the quote provided.
1.2 The Agreement will end on the date that it is terminated in accordance with clause 7.
2. Google Terms and Conditions – AdWords Accounts
Where the Services include creation and/or management of Your Google AdWords Account, You agree to abide by Google’s AdWords terms and conditions, which are subject to change from time to time. If You are based in Australia, You can view Google’s current terms and conditions for AdWords here: https://support.google.com/adwords/answer/1349488. If You are not based in Australia, please click here https://billing.google.com/payments/termsandconditionsfinder to locate Google’s current terms and conditions for AdWords in your country.
3. The Services
3.1 When You would like Us to provide You with a Service, We will provide You with a quote that will be valid for 30 days. If You accept the quote within that time, We will provide those Services to You, and You agree to pay us for those Services, in accordance with the quote.
4. Invoicing and Payment of Fees
4.1 We will invoice You in accordance with quotes accepted by You.
4.2 Our invoices are payable within 30 days of the date of the invoice unless otherwise agreed between You and Us and specified on our invoice.
4.3 Where the Services include a deposit for work to be done, and You terminate this Agreement after paying the deposit but before the work is completed, the deposit is not refundable to You and We may charge You for work completed prior to the date that You terminated this Agreement.
5. Access to and Use of Information
5.1 In order for Us to provide You with the Services, We will require information from You. You agree to provide us with information that We request from You in a timely manner; failure by You to do so may result in either a delay in the delivery of Services or, if the information is not provided at all, in the Services not being provided in whole or in part.
5.2 You authorise us to access your Google AdWords accounts and any other digital accounts or any of Your websites identified in quotes accepted by You. With respect to such accounts:
(a) You agree to provide us with all usernames and passwords required to give Us access to such accounts and websites;
(b) You may give Us access to further digital accounts and websites by sending us an email of such accounts, their usernames and their passwords; and
(c) Within 7 days of termination of this Agreement, We will destroy all of Our records relating to the usernames and passwords of all of Your digital accounts.
5.2 You also authorise us to use Your business name and/or logo in Our promotional material.
6. Default in Payment of Invoices
If You do not pay Us in accordance with the terms of our invoice:
6.1 We may stop work on the Services; and
6.2 You agree to pay all of our recovery costs for monies owing (including Our legal costs on a solicitor and own client indemnity basis) and interest on the unpaid amount at the rate of 12% per annum.
7.1. Either You or We may terminate this Agreement at any time by notifying the other party in writing, which includes email notification.
7.2 If We terminate this Agreement, We will refund You all fees pre-paid by You for Services We have yet to deliver at the date of termination. All other fees collected by Us (whether or not this Agreement was terminated by You or by Us) prior to the date of Termination are not refundable.
7.3 With respect to Your Google AdWords account and any other digital accounts or websites, if created or managed by Us in accordance with this Agreement:
7.3.1 Your Google AdWords account will be unaffected by termination of this Agreement. This means that pay per click charges will continue to accrue on Your Google AdWords account until You pause Your Google AdWords campaigns or close Your Google AdWords account. We will do this for You at no cost if you instruct us to do so on Your behalf.
7.3.2 You are and will remain the owner of Your Google AdWords account and any other digital accounts or websites created and/or managed by Us on Your behalf. We will cease accessing such accounts upon termination of this Agreement (subject to Your instructions to Us to pause or close Your accounts), in accordance with clause 7.3.1) and We will never attempt to prevent Your access to such accounts.
7.4 All obligations with respect to the following survive the termination of this Agreement for any reason:
(a) use and non-disclosure of Confidential Information and Privacy obligations;
(b) liability and indemnification (including but not limited to clause 8); and
(c) obligations to make payments of amounts that become due under this Agreement before termination of this Agreement in accordance with this clause 7.
8.1 You acknowledge that We rely upon third parties such as Google and other digital media providers in order to provide Our Services to You. In the event that such third parties do not meet their obligations to Us or to You, We will not be liable for any losses caused to You as a result and You indemnify Us for any such losses caused to You, and You agree that any action for loss will be against such third parties and not against Us. In that event, We will cooperate as fully as reasonably required in any claim made by You against third parties.
8.2 Except as set out herein all implied conditions, warranties and rights are excluded from this Agreement. Where laws imply conditions or warranties or give other rights in respect of this Agreement, Our liability for any breach of such a condition, warranty or right will (but only to the extent permitted by law) be limited:
(a) in the case of goods supplied, to the replacement or repair of the goods or the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods;
(b) in the case of services supplied, to the supplying of the services again or the payment of the reasonable cost of having the services supplied again.
9. Confidential Information
9.1 Each Party acknowledges that:
(a) The Confidential Information of the other Party is valuable;
(b) Disclosure of a Party’s Confidential Information by the other Party in breach of this clause causes damage to the other Party; and
9.2 Each Party must:
(a) Keep the confidential information of the other Party confidential; and
(b) Safeguard the other Party’s Confidential Information in the same manner it does its own.
Your rights and obligations under this Agreement are not assignable and may not be novated (as applicable) without Our prior written consent which will not be unreasonably withheld. We may assign or novate our rights and obligations (as applicable) under this Agreement.
11. Notices and Changes of Address
The Parties agree that email is to be used as the primary method of communication.
13.2 We will retain information provided by You to Us for the duration of this Agreement and for a maximum period of 12 months after the termination of this Agreement as a backup service to You.
14. Governing Law
This Agreement and all disputes arising under it shall be governed by the laws of South Australia and each party submits to the non exclusive jurisdiction of the courts in that State.
If any part of this Agreement should be declared invalid, void or unenforceable, such part or parts shall be severed from the remainder of the Agreement which will remain in full force and effect. The invalid, void or unenforceable provisions shall be replaced by provisions which correspond to or come as close as possible to the economic or intended purpose of the void provision.
16. Force Majeure
Neither party is responsible for any delay in its performance or its failure to perform due to causes beyond its reasonable control.
The failure of a party to pursue its rights with respect to a default or breach of this Agreement does not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
We may amend the terms of this Agreement by giving 30 days notice to You of such amendment.
The following definitions apply unless the context requires otherwise:
Claim includes actions, causes of action, potential causes of action, suits, legal proceedings, disputes, differences, Rights, duties, Obligations, liabilities, responsibilities, accounts, interests, costs (whether or not subject to court order) and demands.
Confidential information means:
(a) all information and know-how of, or in the possession, custody or power of that party in relation to its business, clients (including information or data of those clients) systems and systems environments;
(b) all business information and other information identified, or treated, by the party as confidential;
(c) which has already been, or is subsequently, provided to the other party, in the course of their business, commercial or technical discussions, or in any other context, regardless of its media or form, but excludes information already in the public domain after the date of this Agreement, other than as a result of a breach by the other party of its confidentiality obligations, whether under this Agreement or otherwise.
Customer means “You” and “Your” and includes Your employees, contractors and permitted assigns.
Obligation means any legal, equitable, contractual, statutory or other obligation, commitment, duty, undertaking or liability.
Parties for the purposes of this contract refers to the Service Provider and the Customer.
Service Provider means Online Path Pty Ltd, “We”, “Our”, “Us” and Our employees, contractors and permitted assigns.
Website means the internet site at the domain onlinepath.com.au.