Service Agreement Terms

SERVICE AGREEMENT

This Agreement is made between Online Spark (hereinafter referred to as the "Agency") and the client (hereinafter referred to as the "Client"). Collectively, the Agency and the Client are referred to as the "Parties."

RECITALS:

Whereas, the Agency specializes in Google advertising and landing page development;

Whereas, the Agency affirms that it has the required expertise and ability to provide the Client with the services detailed herein;

Whereas, the Agency agrees to provide these services to the Client under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the Parties hereto, intending to be legally bound, do hereby agree as follows:

1. SCOPE OF WORK

The Agency shall:

• Consult with the Client to establish project timelines and set expectations;
• Develop and execute a tailored Google Ads strategy, including campaign creation, management, and ongoing optimisation;
• Design, develop, and manage bespoke landing pages to enhance campaign effectiveness;
• Employ advanced analytical techniques to test and optimise overall campaign performance.

2. INCLUDED IN SETUP

• Creation and/or linkage of Client's Google Ads account to Agency Manager Account;
• Comprehensive keyword and audience research;
• Audit and strategic overhaul of existing campaigns, if available or provided during client on-boarding process;
• Detailed campaign planning;
• Bespoke landing page design and development;
• Initial setup of ad campaigns and ad groups.

Any specific timeframes for deliverables provided to the Client are subject to change in the occurrence of unforeseeable events or circumstances beyond the Agency’s control. The Client may avail from the Agency for consultation on the nature, timing, and extent of these services either via email or over the telephone.

3. MONTHLY ONGOING SERVICE

The Agency will provide:

• Continuous monitoring and optimisation of ad campaigns and landing pages;
• Adjustment of ad spend, bid amounts, and keyword inclusion to maximise return on investment;
• Refinement of ad copy to improve click-through rates;
• Optimisation to enhance quality scores and other critical metrics;
• Creation of new landing pages as necessary for new campaigns and ad groups;
• Additional tasks as required to improve campaign performance.

4. FEES

The Client agrees to compensate the Agency a professional fee as verbally agreed upon. This fee will be billed monthly via invoice sent by the Agency. Late or failed payments will result in the immediate cessation of all work and ads by the Agency. All work remains the property of the Agency until payment is made. Note that the landing page remains the property of the Agency. In the event of non-payment by the Client, the Agency reserves the right to immediately withdraw or disable access to the landing page and any associated services.

5. PERFORMANCE GUARANTEE

The Agency guarantees a minimum of 10 leads generated per month. For each lead under this promised amount, a 10% refund of the monthly fee will be issued to the Client. A lead is defined as any party expressing interest in the Client's service by completing the lead form on the landing page or calling the phone number provided and is within the Client's serviceable area. The Client acknowledges that the Agency is not liable for outcomes outside of its control, such as the quality of leads or sales made or not made by the Client's team. The Client agrees that it is their responsibility to promptly contact the leads and to adequately follow up with each lead to ensure the highest chance of conversion.

6. PAYMENT TERMS

The Client agrees to settle the Agency's monthly invoice within 30 days of receipt. To ensure timely payments and avoid the need for follow-ups, the Client agrees to set up automatic payments for the monthly invoices.

7. REFUND / CANCELLATION STIPULATION

All payments shall be non-refundable and non-assessable, with the exception of the Performance Guarantee outlined in Section 5. The Client agrees not to initiate any chargebacks or reversals of payments made under this Agreement. Any chargebacks initiated by the Client will constitute a breach of this Agreement. In the event of a chargeback, the Client agrees to reimburse the Agency for any fees incurred as a result of the chargeback and to settle the original invoice amount immediately.

8. NON-DISCLOSURE

Both Parties acknowledge that confidential information may be exchanged during this engagement. To protect such information, the Parties agree not to disclose:

• Technical materials, models, and reports owned by either Party;
• Sales materials, including quality management, pricing, and customer information;
• Intellectual property rights of either Party;
• Any other information deemed confidential by either Party.

The Client agrees that the Agency may use testimonials and results for marketing purposes, with the option to omit personal and brand information upon request.

9. NON-TRANSFERABILITY

The rights and obligations under this Agreement are personal to the Client and may not be assigned or transferred.

10. LIMITATION OF LIABILITY

The Agency is committed to providing high-quality services but cannot guarantee specific outcomes beyond the Performance Guarantee. To the maximum extent permitted by law, the Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement or the services provided hereunder, even if the Agency has been advised of the possibility of such damages.

In no event shall the Agency's total liability to the Client for all claims arising from or related to this Agreement exceed the total amount of fees paid by the Client to the Agency under this Agreement during the three (3) months preceding the date the claim first arose.

This limitation of liability does not affect any statutory guarantees or rights provided under Australian Consumer Law that cannot be excluded or limited.

11. MUTUAL INDEMNIFICATION

Both Parties agree to defend, indemnify, and hold the other, its agents, and employees harmless from any claims, actions, liabilities, injuries, damages, losses, costs, and expenses, including attorney fees, arising out of or in connection with their respective actions or omissions. This indemnification is subject to and limited by the Limitation of Liability clause, meaning that neither Party is required to indemnify the other for any liabilities that are covered by the Limitation of Liability clause.

12. DISPUTE RESOLUTION

In the unlikely event of any dispute arising from or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation, the Parties agree to attempt to resolve it through mediation or arbitration before pursuing legal action.

13. CLIENT ACKNOWLEDGEMENT

The Client acknowledges and agrees to the scope and limitations of the services as outlined in this Agreement and the attached SOW. The Client further acknowledges that the Agency cannot guarantee specific outcomes beyond the Performance Guarantee.

14. INTERPRETATION AND ENFORCEMENT

This Agreement is governed by the laws of Tasmania, Australia. Any legal action to enforce this Agreement shall be brought in the courts of Tasmania, Australia.

15. ACCEPTANCE

By engaging Online Spark for professional services, the Client agrees to all the aforementioned terms.