1. Definitions and Interpretation
In this Facebook Ads Agreement, the following words have their corresponding meanings
Agreement / Terms and Conditions: means the Client’s agreement with Digital Admen, Inc. as contained in this document (as may be modified from time to time or amended in a separate and signed document or by traceable mutual agreement).
Facebook / Facebook Ads Manager / Facebook Ads Management / Facebook Ads: means Facebook and Facebook Ads Management except to the extent that the Client has specifically instructed Digital Admen, Inc. (and Digital Admen, Inc. 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 / Digital Admen, Inc. / Digital Admen / Facebook Ads Consultant: means the Client’s Facebook Ads Management Team.
Trial Period: means the period of time (usually 3 months unless specified differently and by mutual agreement) whereby the Client is receiving a discounted rate (rates will vary) for a custom bundle of Services.
2. Engagement of the Company
Digital Admen, Inc. will provide the Client with ongoing management of their Facebook Ad campaign (hereinafter referred to as “Facebook Ads”) as described in this Agreement. The Client gives Digital Admen, Inc. the complete right to create campaigns (creative and copy), adjust and increase daily ad spend to grow and scale as needed once approval has been given for the new spending limits.
Clients campaign. Any specific Ad Spend budget per month must be confirmed to Digital Admen, Inc. prior to the signing of this contract. The Client must not adjust or alter the Advertising campaigns unless previously discussed and approved by Digital Admen. All Advertisements are performed on a month to month basis, this period starts from the day the Agreement is signed and the invoice paid. This contract is limited to one Ads Account. Please refer to the full Terms of Conditions of the Facebook Ads Management Service listed in Section Four (4).
3. Nature of Engagement
Digital Admen, Inc.’s Facebook Ads Services are intended to:
- Increase exposure on the Facebook platform.
- To drive targeted online traffic to the Client’s website or other conversion funnels. Digital Admen, Inc.’s Facebook Ads management will include but is not limited to:
- Competitor market research.
- Identifying persona models.
- Split testing of ad copy and creatives to determine the most successful strategies to increase the profitability of ad performance.
- Setting up campaign monitoring and tracking of conversions.
- Monthly reporting, including details of campaign performance and recommendations.
- Overall ad campaign management from start to finish as detailed (but not limited to) the services detailed in Section Four (4).
4. Facebook Ads Services & Conditions
While Digital Admen, Inc. is managing the Client’s Facebook Ads account, the following terms and conditions apply:
- By entering this Agreement with Digital Admen, Inc,. the Client gives Digital Admen, Inc. permission to access the Client’s Facebook Ads & Business account for the purposes of optimization and management.
- The scope of work includes but is not limited to:
- Uploading existing customer data and develop lookalike audiences pools,
- Leveraging Facebook’s affinity analysis tool to build target segments,
- Create Facebook Ad campaigns with ad copy/creatives (excluding video production – but does include video editing),
- Create retargeting audience pools,
- Optimization of bids, budgets, audiences, and creatives as needed to improve campaign performance and increase conversions.
- Digital Admen, Inc. Ads Management (with Digital Admen, Inc. management fees) is a separate service from any and all fees that Facebook will charge the Client (i.e, “Ad Spend”). The Client will pay these fees directly to Facebook using a payment source on file with them. Cancellation of the Client’s Digital Admen, Inc. Facebook Ads management does not automatically stop the Client’s Facebook advertising from running and incurring Facebook Ads fees. Digital Admen, Inc. will not be liable for any amounts that Facebook Ads charges the Client following the cancellation of the Client’s management with Digital Admen. If the Client wishes to cease advertising online at the same time that the Client cancels its Digital Admen, Inc. management, please notify your Account Manager in writing so that Digital Admen, Inc. can cancel the Client’s Facebook Ads online advertising as well. Alternatively, the Client may choose to directly access its own Facebook Ads account to arrange cancellation.
- For clarity, please note that Digital Admen, Inc. is not Facebook, Facebook Business or Facebook Ads Manager as Digital Admen, Inc. is a separate entity from Facebook.
- Digital Admen, Inc. will endeavor to help the Client obtain the Client’s online Facebook advertising goals by providing the Client with advice, information and technical services in relation to Facebook advertising/marketing. Unless specifically stated to the contrary in this Agreement, Digital Admen, Inc. does not guarantee any particular rate of return or performance of any online advertising on Facebook Ads (including but not limited to any particular ads metrics). Digital Admen, Inc. cannot be held responsible for commercial outcomes which are associated with the Internet and Facebook marketing or management of the Client’s Facebook Ads account for the Client’s business and/or websites.
- Digital Admen, Inc. is providing a social media marketing service for a competitive price. Digital Admen, Inc. 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 setup of the Client’s Facebook Ads account(s) will begin (unless otherwise agreed in writing).
- The Management Fee for the Client’s Facebook Ads account will be charged in advance on a monthly basis.
- Digital Admen, Inc. will invoice the Client at the beginning of each service period for the agreed Management Fee, with payment due on the same day each month (unless otherwise agreed in writing). Invoices are usually sent one week in advance of the due date.
- Digital Admen, Inc. reserves the right to stop managing the Client’s Facebook Ads account and terminate this Agreement by written (or electronic mail) notice to the Client. If this occurs, the Client’s Digital Admen, Inc. monthly management fee will stop immediately and no further payments will be charged.
- The Client can also cancel our Facebook Ads Management services by written (or email) notice to us. A minimum notice period of 30 days applies.
- Upon cancelling our Facebook Ads Management services, all amounts owing to Digital Admen, Inc. 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 USD.
- Digital Admen, Inc. 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 Digital Admen, Inc. for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, custom graphics, 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 commencement of out-of-scope work.
6. Intellectual Property & Copyright
6.1 Intellectual Property
- All creation files remain the property of Digital Admen, Inc. and its partners unless otherwise agreed to in writing. All files provided to Digital Admen during the ad creation process by the Client belong to the client.
- Digital Admen, Inc. retains the Copyright in and the right to use all artwork created in advancing the profile of Digital Admen, Inc. and to be recognized for artwork created by Digital Admen, Inc. unless otherwise agreed.
- Digital Admen, Inc. 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, Digital Admen, Inc. 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.
- Digital Admen, Inc. observes all relevant Privacy Laws and Guidelines relating to personal data.
To the extent that Copyright subsists in any text that Digital Admen, Inc. creates for the Client’s Facebook Ads account/s pursuant to this Agreement; Digital Admen, Inc. assigns copyright in such text to the Client. For the avoidance of doubt, this clause does not assign copyright in any other materials that Digital Admen, Inc. 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:
- Digital Admen, Inc. 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.
- Digital Admen, Inc. 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. Digital Admen, Inc. 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 Digital Admen, Inc. with adequate delivery instructions or any other instructions relevant to the supply of the Services. Force Majeure details listed in Section Eight (8).
- Digital Admen, Inc. shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
- Digital Admen, Inc. shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided that Digital Admen, Inc. shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
8. Force Majeure
Digital Admen, Inc. 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 Digital Admen, Inc. to employ in the Facebook Ads campaign 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 Digital Admen, Inc., 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:
- In relation to the provision or non-provision of the Services or arising from any act or omission by Digital Admen, Inc. 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 Digital Admen, Inc. 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 Digital Admen, Inc. 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 Digital Admen. The Client shall keep all information in confidence and shall not, at any time during or after the term of this Agreement, without Digital Admen, Inc.’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. Digital Admen retains the right to immediately terminate this Agreement in the event of breach of trust by the Client or any other actions or verbiage deemed unfit for continuation of Service, like the use of racial epithets or illegal activities.
11.2 Termination 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 said period of time unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
Any non-cancelable materials, services, etc., Digital Admen, Inc. 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. Digital Admen, Inc. agrees to use the best efforts to minimize such liabilities immediately upon written notification from the Client. Digital Admen, Inc. will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.
11.3 Unpaid Materials and Services
If upon termination there exist any materials furnished by Digital Admen, Inc. or any services performed by Digital Admen, Inc. for which the Client has not paid Digital Admen, Inc. in full, until such time as the Client has paid Digital Admen, Inc. in full, the Client agrees not to use any such materials, in whole or in part, or the product of such services.
This includes Facebook Ad campaigns (either in whole or in part) that were developed and/or launched during the Trial Period. Client agrees to not disengage Trial Period services in whole or in part as a means of getting a discount and then reinstituting or utilizing those services on their own without paying for them. Such disengagement and re-engagement of Services during the Trial Period is considered unpaid work and if the Client does so (by accident or design), then the Client agrees to be immediately billed for those Services. Digital Admen will then have the option to reinstate said Services or terminate the Agreement.
11.4 Transfer of Materials
Upon termination of this Agreement, provided that there is no outstanding indebtedness then owing by the Client to Digital Admen, Digital Admen, Inc. 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 United States 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 an 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 are 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 legal notices addressed to Digital Admen, Inc. must be sent by electronic mail to email@example.com unless otherwise agreed upon by all parties in this Agreement.
A minimum notice period of 30 days applies to items contained herein 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 the United States. In the event a dispute arises between the parties hereto, parties may opt to engage external dispute resolution and commercial mediation services.
16. Law and Jurisdiction
These Terms and Conditions are governed by the law in force in the State of California, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of California.
Both Client and Company can sign the Facebook Ads Management Agreement to accept and engage these Services. Payment of the Trial Period invoice is also considered automatic acceptance of these terms. These terms are posted on the Digital Admen website so they can be reviewed at any time.