Terms & Conditions
Last updated: 25/03/24
Terms and Conditions – Social Media Advertising Services
These Terms and Conditions ("Agreement") govern the provision of social media advertising services ("Services") by Genesys Digital PTY LTD (“We," "Us," or "Our") to the client ("You" or "Client").
1. Scope of Services
1.1 We will provide paid advertising services including, but not limited to, Facebook and Instagram Ads as outlined in our proposal or service agreement.
1.2 Services may include strategy development, ad creative, campaign setup, audience targeting, management, and reporting.
1.3 We may also recommend, but not execute, improvements to your website, landing pages, email campaigns, or other related assets. The implementation of these recommendations remains your responsibility.
2. Payment Terms
2.1 Fees are as agreed in the proposal and payable upfront.
2.2 Invoices will be payable via direct bank transfer as outlined on the invoice, or via card payment upon request.
2.3 Service fees are exclusive of your ad spend, which is paid directly to the advertising platform(s).
2.4 Late payments may result in suspension of services and campaigns until accounts are settled.
3. Term & Renewal
3.1 Our services are offered with flexible contract options. Clients may select a one (1) month, three (3) month, or other custom engagement as agreed upon in writing.
3.2 After the initial contract period, services will automatically renew on a month-to-month basis unless otherwise specified or terminated by either party with fourteen (14) days’ written notice prior to renewal.
3.3 Clients may opt to re-enter a three (3) month agreement at any time if they wish to secure a fixed-term commitment.
3.4 We do not offer service pauses. If services are to be paused, this will be treated as a cancellation and subject to the notice and minimum term requirements.
4. Client Responsibilities
4.1 You agree to:
- Provide timely access to required assets, accounts, and information.
- Ensure all content, branding, and business practices comply with relevant laws, advertising policies, and regulations, including but not limited to TGA (Therapeutic Goods Administration) and AHPRA (Australian Health Practitioner Regulation Agency) requirements
- Maintain an active advertising budget sufficient for agreed strategies.
4.2 While we will advise you on advertising policy and regulatory considerations, it is your sole responsibility to ensure full compliance with TGA, AHPRA, and any other regulatory bodies.
4.3 Failure to fulfil these responsibilities may negatively affect performance. We accept no liability for results impacted by your delays or omissions.
4.4 If we recommend website or funnel improvements and you choose not to implement them, you acknowledge that this may impact results, and we are not liable for any performance shortfall.
5. Geo-Exclusivity & Deposits
5.1 We offer exclusivity within a 10km radius for active clients. We will not work with competing businesses within this area while an agreement is in place.
5.2 To secure exclusive rights within your area, we may require a holding deposit of up to 30% of your agreed monthly service fee. This deposit is non-refundable and reserves your exclusivity for a maximum of 30 days while the agreement is finalised.
5.3 If exclusivity is unavailable, you may request to be added to our waitlist, and we will notify businesses on a first-come, first-served basis should availability arise.
6. Performance Disclaimer
6.1 While we strive for optimal campaign outcomes, due to the nature of digital advertising, we cannot and do not guarantee specific results (e.g., lead volumes, conversions, revenue).
6.2 Results may vary based on numerous factors outside our control including but not limited to market conditions, competition, your internal sales processes, and compliance with our recommendations.
7. Intellectual Property
7.1 All creative assets, ad copy, designs, and strategies produced by us remain our intellectual property until full payment has been received.
7.2 Upon full payment, you are granted a non-exclusive, non-transferable license to use the deliverables for your business purposes.
7.3 We reserve the right to use anonymised case studies and performance data for marketing purposes, unless otherwise agreed in writing.
8. Confidentiality
8.1 Both parties agree to maintain confidentiality of proprietary or sensitive information shared during the engagement, except as required by law.
9. Limitation of Liability
9.1 Our total liability to you for any claim related to this Agreement, whether in contract, tort, or otherwise, will not exceed the fees paid to us in the 3 months prior to the claim.
9.2 We will not be liable for:
Loss of profits, revenue, or business opportunities.
Any indirect, incidental, or consequential damages.
Losses resulting from failure to implement our recommendations.
Delays or disruptions caused by third-party platforms or providers.
10. Non-Solicitation
10.1 During the term of this Agreement and for 12 months thereafter, you agree not to solicit or employ our employees or contractors without prior written consent.
11. Force Majeure
11.1 Neither party will be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, labor disputes, or disruptions to third-party platforms.
12. Documentation Requests
12.1 Formal contracts or service agreements will only be issued upon written request by the Client. Otherwise, these Terms and Conditions and any proposals constitute the agreement between the parties.
13. Indemnity
13.1 You agree to indemnify and hold harmless Genesys Digital PTY LTD, its directors, employees, and contractors from any claims, damages, liabilities, costs, or expenses (including legal fees) arising out of:
- Your breach of this Agreement.
- Your violation of any law, regulation, or third-party right, including but not limited to TGA and AHPRA requirements.
- Any materials, data, or instructions you supply to us that result in a claim or action against us.
14. Governing Law
14.1 This Agreement is governed by the laws of NSW and any disputes will be subject to the exclusive jurisdiction of the courts of that jurisdiction.
15. Amendments
15.1 We reserve the right to amend these Terms and Conditions at any time. Clients will be notified in writing where practical, and updates will also be made available on our website.
15.2 It is your responsibility to regularly review the Terms and Conditions on our website. Continued use of our services after any updates constitutes acceptance of the amended terms.
16. Entire Agreement
16.1 This document constitutes the entire agreement between both parties and supersedes all prior understandings, negotiations, or representations.
For any questions, please contact us at [email protected]. Genesys Digital PTY LTD | ABN: 12 683 461 663
