Terms and Conditions for Google Ads Campaign Management Services

1. Introduction

This Agreement for Google Ads management services ("Agreement") is entered into between Minding My Business ("Company," "we," or "us") and the client ("Client," "you," or "your") accepting this Agreement. This Agreement outlines the terms and conditions governing the provision of Google Ads campaign management services. By accepting this Agreement, you agree to be bound by these terms and conditions.

2. Services

The Company will provide Google Ads campaign management services, which include but are not limited to:

•         Campaign setup and configuration

•         Keyword research and selection

•         Ad copy creation and optimization

•         Bid management and optimization

•         Performance monitoring and analysis

•         Monthly reporting and recommendations

•         Ongoing campaign optimization to improve performance

The specific scope of services will be detailed in the service proposal or statement of work provided to the Client.

3. Term and Commitment

3.1. Initial Term: The initial term of this Agreement shall be for a minimum period of six (6) months, commencing on the date of acceptance of this Agreement ("Initial Term"). This 6-month commitment is required to allow the Company sufficient time to optimize the Google Ads campaigns and for the Client to see meaningful results. Google Ads management is an iterative process, and a minimum term is necessary to achieve desired outcomes.

3.2. Renewal: Upon completion of the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term. The terms and conditions of this Agreement shall continue to apply during any renewal period.

4. Client Responsibilities

4.1. Access: The Client agrees to provide the Company with all necessary access to the Client's Google Ads account, website, and any other platforms required to perform the services. Delays in providing access may result in delays in service delivery.

4.2. Communication: The Client agrees to provide timely responses to the Company's requests for information, feedback, and approvals to ensure the smooth execution of the campaign.

4.3. Ad Spend: The Client is solely responsible for all advertising spend paid directly to Google. The Company's fees are for management services only and do not include the Client's advertising budget.

5. Payment Terms

5.1. Management Fees: The Client agrees to pay the Company the agreed-upon monthly management fee for the services outlined in this Agreement. Fees are due in advance of each month's service.

5.2. Invoicing: The Company will provide the Client with a monthly invoice for the management fee. Invoices will be sent electronically to the email address provided by the Client.

5.3. Late Payments: If any payment is not received within 15 days of the due date, the Company reserves the right to pause all campaign management activities and charge a late fee of 1.5% of the outstanding balance until payment is received.

6. Termination

6.1. Termination for Cause: Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

6.2. Early Termination by Client: Due to the 6-month commitment required to achieve results, the Client may not terminate this Agreement for convenience during the Initial Term. If the Client wishes to terminate this Agreement before the end of the Initial Term for any reason other than a material breach by the Company, the Client will be required to pay 50% of the remaining balance of the management fees for the Initial Term.

6.3. Termination by Company: The Company may terminate this Agreement at any time for any reason by providing the Client with thirty (30) days written notice. In the event of termination by the Company, the Client will be refunded any prepaid fees for services not yet rendered.

7. Warranties and Disclaimers

7.1. No Guarantee of Results: The Client acknowledges that the Company cannot guarantee any specific results, such as a specific number of clicks, conversions, or a certain return on ad spend (ROAS). Google Ads performance is influenced by many factors beyond the Company's control, including market competition, seasonality, and Google's own algorithm changes. The Company will use its best efforts to manage the Client's campaigns effectively.

7.2. Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS" AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE. THE COMPANY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL MANAGEMENT FEES PAID BY THE CLIENT TO THE COMPANY DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. Confidentiality

Each party agrees to keep confidential all non-public information of the other party. This includes campaign data, business information, and any other proprietary information shared during the course of the engagement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral.

12. Acceptance

By accepting this Agreement, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.