This Marketing Management Service Contract is entered into between The Social Realtor (Marketing Consultant) and the Client
1. Definitions and Interpretation
In this Agreement, the following words have their corresponding meanings
Agreement / Terms and Conditions means the Client’s agreement with The Social Realtor as contained in this document (as may be modified from time to time).
/ Marketing Management except to the extent that the Client has specifically instructed The Social Realtor (and The Social Realtor has agreed to) manage the Client’s account in relation to other social media platforms in addition to (or in substitution of) Facebook.
I, You, Your / Account Holder, Client means the person or company named as the client in this Agreement and (where applicable) the website or business that the Client has authority over.
We, Us / The Social Realtor / Marketing Consultant means the Client’s Marketing Management Team.
2. Engagement of the Company
The Social Realtor will provide the Client with ongoing Marketing Management (hereinafter referred to as “Marketing”) as described in this Agreement. The Client gives The Social Realtor the complete right to create, adjust and increase marketing spending to grow and scale the client’s Brand. Any specific marketing Spend budget per month must be confirmed to The Social Realtor prior to the signing of this contract. The Client must not adjust or alter any marketing unless previously discussed and approved by The Social Realtor All marketing services are performed on a month-to-month basis, this period starts from when the first invoice is paid and renewed monthly and can be cancelled at any time with two-weeks notice. Please refer to the full Terms of Conditions of the Marketing Management Service listed in Section Four (4).
3. Nature of Engagement
The Social Realtor’s Marketing Management Services are intended to
a. Increase exposure on the social media platform through the running of Ads and organic posts
b. To drive targeted online traffic to the website. The Social Realtor ’s marketing management will include but not be limited to:
- Competitor market research
- Identifying persona models
- Regular A/B and split testing of ad copy and creatives to determine the most successful strategies to increase the profitability of ad performance
- Setting up monitoring basic and advanced tracking for on- and offline events.
- Weekly and monthly reporting, including details of campaign performance and recommendations.
- Facebook Pixel Set up.
- Overall ad campaign management from start to finish as detailed (but not limited to) the services detailed in Section Four (4).
4. Marketing Management Services & Conditions
Whilst The Social Realtor is managing the Client’s marketing, the following terms and conditions apply:
- By entering this Agreement with The Social Realtor, the Client gives The Social Realtor permission to access the Client’s Social Media Accounts & other business accounts as needed for the purposes of optimisation and management of the Client’s online business.
- The scope of work includes but is not limited to:
- Upload existing customer data and develop lookalike audiences pools,
- Leverage analysis tools to build target segments,
- Create social media ad campaigns with ad copy/creatives (excluding video production),
- Create retargeting audience pools,
- Daily, weekly and monthly optimisation of bids, budgets, audiences, and creatives.
- Post to Social Media accounts on behalf of the client
- Send out emails on the client’s behalf to individuals in the client’s database
- Provide ideas and marketing support to help grow the client’s database
- The Social Realtor Marketing Management (with The Social Realtor management fees) is a separate service from any and all fees that advertising providers such as Facebook and Google will charge the Client. The Client will pay these fees directly to the advertising provider. Cancellation of the Client’s The Social Realtor marketing management does not automatically stop the Client’s advertising from running and incurring Ads fees. The Social Realtor will not be liable for any amounts that Ads charges the Client following the cancellation of the Client’s management with The Social Realtor If the Client wishes to cease advertising online at the same time that the Client cancels its The Social Realtor management, please notify your Client Manager in writing so that The Social Realtor can cancel the Client’s Ads online advertising as well. Alternatively, the Client may choose to directly access its own Ads accounts to arrange cancellation.
- For clarity, please note that The Social Realtor is not repetitive of Facebook, Google or any other social media platform as The Social Realtor is a separate entity.
- The Social Realtor will endeavour to help the Client obtain the Client’s marketing goals by providing the Client with advice, information and technical services in relation to advertising/marketing. Unless specifically stated to the contrary in this Agreement, The Social Realtor does not guarantee any particular rate of return or performance of any online advertising (including but not limited to any particular ads metrics). The Social Realtor cannot be held responsible for commercial outcomes which are associated with the Internet and marketing or management of the Client’s accounts for the Client’s business and/or websites.
- The Social Realtor is providing a social media marketing service for a competitive price. The Social Realtor is not insuring or underwriting the Client’s chosen business model. The Client acknowledges that services are inherently subject to technical failures and disruptions from time to time.
5. Fees, Payments & Consideration
5.1 General Costs
- The Initial Setup (if applicable) is payable in full before the marketing will begin (unless otherwise agreed in writing).
- The Management Fee for the Client’s marketing will be charged in advance on a monthly basis (unless otherwise agreed in writing).
- On the monthly anniversary of the contract commitment, The Social Realtor will automatically invoice the client and charge the client’s provide payment method with the agreed Management Fee, (unless otherwise agreed in writing).
- The Social Realtor reserves the right to stop managing the Client’s marketing and terminate this Agreement by written (or electronic mail) notice to the Client. If this occurs, the Client’s The Social Realtor monthly management fee will stop immediately and no further payments will be charged. A minimum notice period of 30 days applies.
- The Client can also cancel our marketing management services by written (or email) notice to us. A minimum notice period of 30 days applies.
- Upon cancelling our Marketing Management services, all amounts owing to The Social Realtor will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation (unless otherwise agreed in writing). There will be no prorated refunds on the monthly Management Fees already paid.
- All prices quoted on our website including emails and proposals are in AUD.
- The Social Realtor reserves the right to engage a debt collection service at the Client’s expense if there are any unpaid invoices overdue by 30 days.
5.2 Additional Costs
The Client agrees to reimburse The Social Realtor for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, designing graphical ads, purchase of third-party software, stock photographs, fonts, domain name registration, web hosting or any other comparable expenses. These extra add-ons have to be paid by the due date as specified on the invoice. Additional costs are to be agreed upon prior to the commencement of out-of-scope work.
6. Intellectual Property & Copyright
6.1 Intellectual Property
- All creation files remain the property of The Social Realtor and its partners unless otherwise agreed in writing.
- The Social Realtor retains the Copyright in and the right to use all artwork created in advancing the profile of The Social Realtor and to be recognised for artwork created by The Social Realtor unless otherwise agreed.
- The Social Realtor shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Client’s Web Page unless specifically agreed otherwise. Further, The Social Realtor shall be free to use any ideas, concepts, know-how or techniques acquired in the construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
- The Social Realtor observes Privacy Laws and Guidelines relating to personal data.
- To the extent that Copyright subsists in any text that The Social Realtor creates for the Client’s Facebook Ads account/s pursuant to this Agreement; The Social Realtor assigns copyright in such text to the Client. For the avoidance of doubt, this clause does not assign copyright in any other materials that The Social Realtor may create for the Client outside the scope of this Agreement.
7. Company’s Warranties and Indemnity
The following Company’s warranties and indemnities (including but not limited to) apply:
- The Social Realtor warrants that it will provide the Services as stipulated in the Agreement using reasonable care and skill to conform in all material respects with the Terms & Conditions.
- The Social Realtor shall use all reasonable endeavours to meet any performance dates specified in the Agreement but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Social Realtor shall not be liable for any delay in the delivery of the Services caused by a Force Majeure event or the Client’s failure to provide The Social Realtor with adequate delivery instructions or any other instructions relevant to the supply of the Services. Force Majeure details listed in Section Eight (8).
- The Social Realtor shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
- The Social Realtor shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that The Social Realtor shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
The Social Realtor will not be liable to the Client for any delay or failure to fulfil its obligation to the extent that such delay or failure is caused beyond its control, including but not limited to, fire floods, natural disasters, terrorism, wars, strikes, lockouts and industrial disputes.
9. Client’s Warranties and Indemnity
The Client warrants that everything it provides The Social Realtor to employ in the Marketing is legally owned or licensed to the Client. The Client agrees that except to the extent caused by the gross negligence, fraudulent act or omission or wilful breach of this agreement by The Social Realtor, and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to the client or its clients, officers and employees or contractors or any other entity for any Claims whatsoever:
The Social Realtor observes Privacy Laws and Guidelines relating to personal data.
- In relation to the provision or non-provision of the Services or arising from any act or omission by The Social Realtor relating to the Services;
- Arising from any act or omission of any third party,
- including the unavailability or performance of any social media platform, relevant internet interface or database or the listing or ranking of any of the client’s websites;
- In relation to the use by the Client (or its officers, employees, agents or contractors) of any Documents;
- In the event that any transaction contemplated by the Client does not proceed; or
- In relation to acts or omissions of the client or any third party,
- And the client shall and hereby does indemnify and hold The Social Realtor and its officers, employees and contractors harmless from all such Claims. In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums).
- Any information given by the Client that is not accurate, up to date or complete or is otherwise misleading,
- Any breach of these Terms or Any damage to the reputation of the Client suffered as a consequence of the Client’s breach of the Terms
The Client and The Social Realtor acknowledge and agree that the Services and all other documents and information related to the development of the Facebook Ads campaign(s) will constitute valuable trade secrets of The Social Realtor. The Client shall keep all information in confidence and shall not, at any time during or after the term of this Agreement, without The Social Realtor ’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the information exchanged during the Service.
11.1 Period of Agreement & Notice of Termination
Either party may terminate this Agreement by giving each other 30 days’ written (or electronic mail) notice after the expiry of the Minimum Term from the Agreement Date.
11.2Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period of time and diligently proceeds to cure the default.
Any non-cancelable materials, services, etc., The Social Realtor has properly committed itself to purchase for the Client’s account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by the Client, in accordance with the provisions of this Agreement. The Social Realtor agrees to use the best efforts to minimise such liabilities immediately upon written notification from the Client. The Social Realtor will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.
11.3 Materials Unpaid For
If upon termination there exist any materials furnished by The Social Realtor or any services performed by The Social Realtor for which the Client has not paid The Social Realtor in full, until such time as the Client has paid The Social Realtor in full, the Client agrees not to use
any such materials, in whole or in part, or the product of such services.
11.4 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to The Social Realtor, The Social Realtor shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for all costs associated with the transfer of materials.
11.5 Refund Policy & Consequential Loss
To the extent permitted by law and subject to any consumer guarantees, the Client has under Australian Consumer
Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.
12. Nature of the Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
If the whole or any part of a provision of these Terms and Conditions is 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.
All notices addressed to The Social Realtor must be sent by electronic mail unless otherwise agreed upon by all parties in this Agreement.
A minimum notice period of 30 days applies to items including but not limited to refunds, cancellations, revisions and alterations agreed upon by all parties in the Agreement.
15. Alternative Dispute Resolution
Any dispute will be subject to the laws of New South Wales, Australia. In the event a dispute arises between the parties hereto, parties may opt to engage in external dispute resolution and commercial mediation services.
It is deemed the parties have accepted the terms and conditions herewith once payment has been received upon the first issued tax invoice.