1. The following words have their corresponding meanings:
      1. Agreement refers to the Client’s agreement with the Company as contained in the Google Ads Proposal.
      2. The Client refers to the customer/company named as the Client and (where applicable) the website or business that the company has authority over.
      3. The Company refers to Starbright.
    1. General:
      1. All fees are payable in advance, unless stated otherwise.
      2. All invoices pertaining to the Google Ads Proposal must be paid in South African Rand and are VAT exclusive.
      3. The Client agrees to pay the initial setup fee in full before the Company begins the setup of the Client’s Google Ads account(s).
    2. Google Ads Budget:
      1. The Company reserves the right to amend the PPC budgets at any time. The Client will be informed of any budget changes beforehand.
      2. The Client will communicate the desired monthly budget to the Company at the launch of the campaigns in writing.
    3. Monthly Management Fees:
      1. Monthly invoices will be sent on the 15th of each month.
      2. The Client agrees to make payments before the 5th of the forthcoming month.
      3. Should the Client’s payment not reflect in the Company’s account by the 7th, the Client’s campaign will be paused.
    4. The Client agrees to notify the company if the Client wishes to suspend or cancel the management of Ads account(s)/ campaign(s). The Company will first book a meeting with the Client to discuss requirements, feedback or concerns. Should the Client still wish to suspend or cancel Ads account(s)/campaign(s), a calender months’ notice period will be required.
    5. All cancellation requests to be sent to cancel@starbright.co.za
    6. Upon cancellation requests, all amounts owed to the Company must be paid in full. Any outstanding amounts must be paid to the company within 7 business days of cancellation.
    7. The Company reserves the right to engage a debt collector at the client’s expense, should any invoices remain unpaid 60 days+ after cancellation.
    8. Annual price increase: Our financial year runs from 1 March to 28 February and a standard price increase will occur on 1 March every year. We will communicate the details of the increase to our clients.
    This is not a fixed-term Agreement with Starbright, however whilst Starbright is managing your Google Ads account the following terms and conditions apply: –

    1. By entering the Google Ads Aggreement, the Client gives the company permission to access the Client’s Google Ads account for the purposes of optimisation and management of the Client’s online marketing strategy.
    2. The Company will endeavour to set up the client’s Ads accounts as soon as possible, however in some cases it may take up to 5-7 days to complete set up of the Client’s new account.
    3. If the Company requires more information from the Client in order to set up a new or modify an existing account, the Company will not be held responsible for any delay arising from waiting for this information.
    4. the Google Ads Agreement will run on a month to month basis. This allows the Company to finalise strategies as discussed with the Client, and to ensure that the Client’s account is not affected negatively by incomplete optimisation techniques.
    5. For clarity, please note that:
      1. The Company is not Google or Google Ads.
      2. The Company is affiliated with Google by being a Google Certified Premier Partner. However, despite this affiliation with Google, the Company is a separate entity from Google.
    6. Certain work carried out by the Company, as determined by the Company before the commencement of the contract, in the Client’s Google Ads account will remain the intellectual property of the Company throughout the lifetime of the contract, and will remain the intellectual property of the Company following termination of the contract.
      1. The Client agrees that with respect to clause 6, all identified intellectual property owned by the Company will be removed following termination of the contract.
      2. The Client agrees that failure to comply with clause 6.i. will result in the Client paying the Company for every month that the Company’s intellectual property remains live within the Google Ads account owned by the Client.
    7. The Company will endeavour to help the Client obtain optimal online advertising goals by providing the Client with advice, information and technical services in relation to Search Engine Advertising/Marketing.
    8. Unless specifically stated otherwise, the Company does not guarantee any particular rate of return or performance of any online advertising on Google Ads (including, but not limited to, any particular search results page/s or rankings). The Company cannot be held responsible for commercial outcomes which are associated with the internet marketing or management of the Client’s Google Ads account(s).
    9. The Company is providing an internet marketing service at a competitive price. The Company is not insuring or underwriting the Client’s chosen business model. The Client acknowledges that internet services are inherently subject to technical failures and disruptions from time to time.
    10. The Company will not be held liable in any way for fines, penalties, taxes, 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 the Google Ads Proposal.
    11. By agreeing to these Terms and Conditions, the Client also allows the Company to refer to the Client’s business name/s and logo/s in the Company’s promotional material. This may include but is not limited to a display on the Client’s website, promotional banners and pamphlets.
    12. These Terms and Conditions can be modified at any time by the client and by the company, should both parties agree to these modifications.
    13. If the whole, or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in our jurisdiction, then such part shall be severed for that authority. 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.
    14. The Company agrees to adhere to copyright law when building the Client’s Ads campaigns; the Company also agrees to assign copyright to the content produced for the Client’s Ads campaign(s). This clause does not assign copyright to any other materials that the Company creates for the Client outside the scope of the Google Ads Proposal.
    15. All fees, services, documents, recommendations, and reports shall be treated in a confidential manner.
    16. The Company has no control over the policies of search engines, with respect to the type of sites and/or content that they accept now or in the future. The Client’s website/s may be excluded from certain directories or search engines at any time, and at the sole discretion of the search engine or directory.
    1. The laws of the Republic of South Africa shall govern this proposal.