Terms & Condition

  1. The Services In performing the PSM services, the Agency shall:
    1. proactively manage, monitor, track and measure search engine marketing programs and promote the marketing of the Client’s products and/or services (“Products”) on the Website(s) (and all successor or replacement sites thereto);
    2. manage the relationships with and payments to the owners, operators and/or administrators of the relevant search engines or directories (“Search Partners”);
    3. manage bid price, listing terms, monthly spend, adding and deleting listings, creating new listings and changing bid amounts;
    4. provide, monitor and maintain the necessary technology applications required to link the Website(s) to Search Partners; and
    5. track and report certain metrics including number of clicks, sales conversion data and ROI measurements and, if applicable to the Agency’s fees, track and report the nature and volume of all relevant actions as identified in the MSA by Qualified Customers (as defined below).
  2. Payment for PSM Services (a) The fees set out in the Service Agreement are exclusive of any application program interface (“API”) access or similar fees that a Search Partner may charge to the Agency in connection with the Client’s search marketing program.  The Agency reserves the right to charge the Client (and the Client agrees to pay) the amount of such fees. Where such Search Partners assess a specific cost-per-click charge, that cost will be billed to the Client by the Agency.  In instances where a Search Partner charges the Agency a flat fee for API access, the Agency shall pass all such API fees along to its PSM clients on a pro-rata basis. For purposes of clarification, in such instances, the Agency shall use commercially reasonable efforts to determine the approximate effective API cost on a per-click basis for all applicable clients. Each such client shall then be charged its proportionate share of the API expense. (b)  A “Qualified Customer” shall mean any individual or entity that (i) places an order for Products from the Website(s) within sixty (60) days of clicking through to the Website(s) via hyperlinks contained within the Client’s keywords, titles and descriptions, listings, content, data and data feeds relating to the Client’s Products keywords, titles and descriptions, listings, content, data and data feeds relating to the Client’s Products (“Offers”) as displayed with any Search Partner or via any other promotional placement provided by the Agency or (ii) completes and submits Client’s registration form within sixty (60) days of clicking through to the Website(s) via hyperlinks contained within Client’s Offer as displayed with any Search Partner or via any other promotional placement provided by the Agency.   “Monthly Sales” shall mean the net Euro amount of Products ordered by Qualified Customers during a calendar month.  Monthly Sales shall be calculated exclusive of fraudulently placed orders identified in writing by Client within five (5) days after the date of the fraudulently placed order, transportation and packaging costs, insurance, and taxes.
  3. Responsibilities of Client
    1. The Client shall be solely responsible for monitoring, operating, maintaining and managing the content of the Website(s). The Client will ensure that navigation back to the originating Search Partner web page, whether through a particular pointer or link, the “back” button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by the Client through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html popup window or any other similar device.
    2. The Client shall be solely responsible for providing and/or approving relevant and appropriate offers so that the Agency can seek to manage and optimize search engine placement of the Offers.  The Client agrees and acknowledges that a Search Partner may, in its sole discretion, refuse to display or continue to display any of the Client’s Offers and that neither the Agency nor any Search Partner shall be liable such refusal.
    3. The Client shall be solely responsible for all aspects of the relationship with all persons and/or entities that purchase Products or submit a registration, as the case may be, including without limitation:
      1. establishing all prices for Products;
      2. accepting, processing and fulfilling orders for Products;
      3. collecting payment, including all taxes or other charges due, from Qualified Customers;
      4. managing returned Products and cancellations;
      5. ensuring that the sale of all Products is made in conformance with all applicable laws (including export control laws);
      6. determining all customer service, warranty and/or operational policies;
      7. accepting and processing registrations;
      8. satisfying all commitments or obligations resulting from each completed registration;
      9. ensuring that each registration, and the information collected in processing each registration, is acquired and used in conformance with all applicable laws.
    4. The Client shall provide the Agency with sales and marketing information applicable to the Products as is available from time to time in order to assist the Agency in establishing relationships with Search Partners.
    5. The Client shall provide its reasonable cooperation with respect to efforts made by the Agency to: (i) improve the tracking and reporting of relevant information including but not limited to the number of clicks and sales conversion data and/or purchases made or registrations submitted by Qualified Customers and (ii) implement and test the technology applications used to link the Website(s) to Search Partners. The Agency shall provide the Client with a one-by-one (1×1) clear pixel (the “Image Tag”) to allow for tracking by the Agency. The Client will not take any action with respect to this Image Tag that would interfere with the Agency’s ability to carry out its activities under this Agreement and will provide reasonable advance notice to the Agency of any action reasonably expected to have such effect. If the Agency’s remuneration is based upon actions of Qualified Customers, should the Client modify, alter, delete, disable, fail to serve or take any other action with regard to the Image Tags provided to the Client by the Agency, the Client agrees to pay to the Agency for each day, or pro-rata portion of any day, during which the Agency’s ability to track such data is hindered, the average Euro amount of remuneration earned by the Agency and Search Partners per day during the seven (7) day period immediately preceding the period of time during which the Agency’s tracking ability was hindered.
    6. The Client shall protect any passwords, access codes, user IDs or other login information (collectively, “Passwords”) provided to the Client that are used to access the Agency’s online program management and reporting tools. In the event that the Client makes such Passwords available to any third party, the Client shall (i) obligate each such third party to execute a written confidentiality agreement that binds that third party to confidentiality obligations consistent with those imposed upon the Client hereunder; and (ii) be liable for all actions taken by such third party in connection with or related to that third party’s access to the Agency’s online program management and reporting tools. Except as specifically set forth in this Agreement, the Client shall not disclose or make available the Client’s Passwords other than to the Client’s authorised employees.