Terms & Conditions for Angelic Digital

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.

I, 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 / Angelic Digital (AD) means Angelic Digital Pty Ltd ABN 19 625 455 585 (AD).


B. Prices & Quotations
  1. Unless otherwise agreed by AD, a Quotation is open for acceptance from 30 days from the date of quotation. Acceptance of the Quotation must be in writing and signed by the Client (at which time it is binding).

  2. Acceptance of the Quotation constitutes acceptance of the terms and conditions and no variation, whether contained in the acceptance or otherwise, applies unless agreed and accepted by AD in writing.

  3. The Fees, unless indicated otherwise, are quoted exclusive of any GST.


C. Fees & Payment Terms
  1. The Client must, as agreed with AD, pay the Fees for the provision of the Services either: (i) monthly in advance with the first payment being due on the Start Date and thereafter on the Payment Date; (ii) quarterly in advance with the first payment being due on the Start Date and thereafter on the Payment Date.

  2. Invoices for the payment of the Fees will be issued to the Client on or before the Payment Date.

  3. New accounts incur an establishment fee of $490.00.

  4. If the Client has provided direct debit details to AD, the Client consents and agrees to AD using those details to charge the Client’s debit card or credit card (as applicable) in payment of the Fees.

  5. AD 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 Fee.

  6. AD 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. AD will not be liable to the Client for any loss or damage resulting directly or indirectly from such actions. If this occurs your AD management fee will stop at the end of the second week after the termination date.

  7. If you wish to suspend or cancel your AD management of your Google Ads advertising at any time then please let us know by phone or email. 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 AD 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 AD management of your Google Ads accounts then your Google advertising must also be suspended/temporarily pause (which we will arrange).

  8. Upon cancelling AD management, all amounts owing to AD will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation.

  9. AD reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 60 days.


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

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

  1. By entering this Agreement with AD, you give us permission to access your Google Ads account for the purposes of optimisation and management of your online business.

  2. AD will endeavour to set up your Google Ads advertising accounts as soon as possible, however in some cases it may take up to 5-7 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, AD will not be held responsible for any delay arising from the need for further information.

  4. To allow us to finalise strategies started and ensure your account is not negatively affected by “half finished” optimisation techniques, we require 2-weeks’ notice to cancel management and billing. We would appreciate the opportunity to discuss your concerns at this time.

  5. AD management (with AD management fees) is a separate service from the “per click” fees that Google Ads will charge you. Cancellation of your management does not automatically stop your Google Ads advertising from running and incurring Google Ads “per click” fees. AD will not be liable for any amounts that Google Ads charges you following the cancellation of your management with AD.  If you wish to cease advertising online at the same time that you cancel your AD management, please notify AD in writing so that 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:

    1. AD is not Google or Google Ads;
    2. AD has at least one staff members who is a “Google Certified Individual”. However, despite this affiliation with Google, AD is a separate entity from Google; and
    3. 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. AD 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, AD 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. AD is providing an internet marketing service for a competitive price. AD 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:

    1. AD will not be liable in any way for fines, penalties, taxes (except GST), 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; and
    2. The maximum liability of AD to you is the lesser of:
      1. the sum of Set-Up Fees and Management Fees you have paid to AD; or
      2. the cost of re-supplying the online advertising services; or
      3. the cost of rectifying the online advertising problem which has caused your loss.

  9. These Terms and Conditions are governed by the laws of South Australia and AD and the Client each irrevocably submit to the exclusive jurisdiction of the courts of South Australia.

  10. These Terms and Conditions can be modified at any time by AD. 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 Us that you will use the services provided by AD 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 AD immediately of any unauthorised use of your username or password.

  15. AD reserves the right to deliver marketing, advertising and other promotional materials to all of its clients, as well as any past clients. AD 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.