PPC (MASTER)

Contract Terms & Conditions

1. Introduction

This Agreement and the responsibilities as outlined herewith are not transferable without the written approval of Hands Digital. By signing this Agreement, the Client agrees to comply with the terms set forth within this Contract Agreement.

2. Responsibilities of Hands Digital

Hands Digital shall perform PPC (Pay-Per-Click) Services for the client’s Website as specified within the proposal agreement. Hands Digital will provide setup and management based on the following.

The initial setup includes:

1. Campaign Type: Select the type of campaign (e.g., Search, Display, Video) based on Client goals.
2. Set Budget: Determine your daily budget for ad spend within the campaign. Decide on your bidding strategy to optimise ad performance.
3. Locations and Schedules: Specify the geographic areas where you want your ads to appear. Identifying and managing the best day and time schedules for the ads.
4. Choose Keywords: Identifying the best performing and relevant keywords that trigger your ads in Google Search.

Ongoing management includes:

1. Bid and Budget Management: Continuously adjust keyword bids to optimise ad positions and monitor budget spending to ensure you stay within your allocated budget.
2. Keyword and Ad Copy Optimisation: Regularly update keywords and refine ad copy to improve ad relevance, click-through rates, and overall campaign performance.
3. Negative Keywords and Geographic Targeting: Add negative keywords to prevent ad display for irrelevant search queries. Analyse geographic performance and adjust targeting based on location effectiveness.
4. Performance Analysis: Continuously track and measure conversions to assess campaign effectiveness. Regularly review performance reports and make data-driven adjustments to enhance campaign success.

3. Reporting

Hands Digital will provide the Client with a link to a report at the end of each month. Here the Client will have unlimited access to the campaigns performance statistics, Keyword Analysis, Conversion Tracking. Hands digital will provide monthly updates (if specified) to report on the progress of the AdWord (Pay-Per-Click) Campaign. These meetings can take place via client visits, virtual or telephone conversations.

4. Responsibilities of Client

For the purposes of receiving professional AdWord (Pay-Per-Click) services, Client agrees to provide the following:

1. To clearly define the advertising goals, whether it’s lead generation, e-commerce sales, brand awareness, or another specific objective.
2. To determine the budget allocated to the AdWords campaign and allow Hands Digital full control over the allocation of this budget.
3. Provide insights into your target audience and specific keywords or phrases relevant to your business or industry. This includes the areas the AdWord campaign is targeting.
4. Client guarantees and maintains open communication with the Hands Digital team to share updates on promotions, changes in business focus, or new products/services.

Client must acknowledge the following:

• Client will pay one time setup fees for each campaign and monthly management fee at the start of each additional month.
• The allocated PPC budget each month is a separate charge from the setup and management fees. These PPC Budgets are used for the advertising channel (like Google, Adwords, Bing Adwords, etc). Hands Digital will invoice this at the start each month.
• Client gives full permission to Hands Digital to allocate the spend budget. Hands Digital shall not be responsible or liable for any detrimental effect on the effectiveness.
• The effectiveness of the PPC Campaign(s) will not be determined by the conversions of service, but by the Goal Conversions set forth in the full proposal.
• Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Hands Digital does not guarantee consistent top positions for any particular PPC keyword.

5. Payment

Payment must be made at the start of each monthly campaign, together with any VAT that applies. Failing to pay will result in the pause of the AdWord Campaign. The Client is required to make an upfront payment for both AdWords budget and Hands Digital management fees. The campaign will run until the prepaid amount is depleted (typically 28 days).

Late Payments

Late payment may result in the suspension of the AdWords campaign or additional charges, such as late fees or interest, in accordance with the agreed-upon terms.

Continuation and Termination

Either party (the client or the advertising agency) may initiate a cancellation of the AdWords campaign by providing written notice. The notice should clearly specify the effective date of cancellation. Cancellation fees may include outstanding advertising costs or administrative charges.

If there are unused advertising funds in the client’s AdWords account, the terms should specify whether these funds will be refunded to the Client or if they will be forfeited. The Client should be informed about their access to campaign data, analytics, and performance reports after cancellation.

The agreement includes the start date and end date of the AdWords campaign. These terms also cover the extension of the service past the agreed end date, if the client wishes to continue with the service.

Uncontrollable’s

Either party, Hands Digital or Client, holds the right to terminate the website development agreement under the following circumstances:

1. Breach of Contract: If either party breaches the terms and conditions outlined in this agreement, the non-breaching party has the right to terminate the contract with written notice.
2. Failure to Make Payments: If Client fails to make payments as per the agreed-upon schedule, Hands Digital reserves the right to suspend work and terminate the agreement with written notice.
3. Insolvency or Bankruptcy: In the event of insolvency, bankruptcy, or any financial instability of either party, the other party has the right to terminate the agreement.
4. Force Majeure: If circumstances beyond the control of either party, such as natural disasters, acts of war, or other unforeseen events, prevent the fulfilment of the contract, either party may terminate the agreement.

In the event of termination, both parties agrees to compensate the other for the work completed up to the termination date. Any outstanding payments for completed work and expenses incurred up to the termination will be due immediately.

6. Confidentiality

Hands Digital acknowledges that during the course of providing services to Client, sensitive and proprietary information may be shared. Both parties agree to maintain the confidentiality of such information and not disclose it to any third parties without prior written consent from the other party. This obligation of confidentiality extends beyond the termination of the contractual relationship between Hands Digital and Client. Additionally, both parties agree not to use the confidential information for any purpose other than the performance of the agreed-upon services.

Consequences for breach, exceptions to disclosure, and mechanisms for enforcement may also be addressed. This mutual agreement establishes a framework that fosters trust and underscores the commitment of both parties to uphold the security and privacy of proprietary data throughout the collaborative engagement.

Hands Digital agrees to keep all information obtained during the term of this agreement confidential. Client will not disclose any confidential information without prior written consent from owner. Furthermore Client agrees to withhold the highest level of respect for all individuals employed by provider during and at anytime following agreement terms.

7. Data protection

For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Hands Digital, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.

Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.

8. Terms and Conditions

Assignment

This Contract applies only to Client and Hands Digital. Hands Digital cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving Client’s written permission. In contrast, Client may assign its rights and delegate its obligations under this Contract without the Developer’s permission. This is necessary in case, for example, another client buys out Client or if Client decides to sell the work product that results from this Contract.

Modification/Waiver

To change anything in this Contract, Client and Hands Digital must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.

Hands Digital shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the website; or ( j) loss or damage to Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.

Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

Governing Law and Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.