This summary is for convenience only and does not replace the Terms below. If there is any inconsistency, the Terms prevail.
1.1 These Terms of Business (Terms) govern the supply of digital advertising services by First Page Digital Pty Ltd ABN 52 647 588 190 (First Page, we, us or our) to the client identified in the Scope of Work (Client, you or your) under our 40% Performance Guarantee offer (Guarantee).
1.2 These Terms, together with the Scope of Work and the Baseline Statement, form the entire agreement between the parties (Agreement). If there is any inconsistency, the order of precedence is: (a) the Scope of Work; (b) these Terms; (c) the Baseline Statement; and (d) any proposal or marketing material.
1.3 You accept these Terms of the service agreement sent to you by email by responding to our service agreement with a “please proceed” and paying our first invoice.
1.4 The Guarantee is a performance commitment about our service fees only. It is not a guarantee of profit, revenue, sales volume, business outcomes or any particular return on your overall investment, and nothing in our marketing should be read that way. The sole remedy under the Guarantee is described in clause 7.
1.5 We will not vary these Terms during a current Guarantee Period except by written agreement with you, or where the variation is required by law. Any other variation requires the written agreement of both parties.
2.1 In this Agreement, unless the context requires otherwise:
Ad Account means each Google Ads and/or Meta (Facebook/Instagram) advertising account nominated in the Scope of Work.
Ad Spend means all amounts payable to Google, Meta or any other advertising platform for the placement of advertising, which are payable by you directly to the platform (or reimbursed to us at cost where agreed).
ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as applied in Victoria by the Australian Consumer Law and Fair Trading Act 2012 (Vic).
Baseline Metrics means the values of the Conversion Rate, CPL and ROAS achieved by your existing campaigns during the Baseline Period, as recorded in the Baseline Statement.
Baseline Period means the 90 consecutive days immediately before the Commencement Date, or such other comparable period agreed in writing under clause 5.3 (for example, to account for seasonality).
Baseline Statement means the written statement of the Baseline Metrics, data sources, attribution settings, Nominated Metrics and Comparability Conditions, prepared by us and agreed by both parties in writing before the Launch Date.
Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.
Commencement Date means the date this Agreement is formed under clause 1.3.
Comparability Conditions mean the conditions in clause 6 which keep the comparison between the Baseline Metrics and our campaign performance apples-to-apples.
Conversion Rate (CVR) means the number of Qualifying Conversions divided by the number of clicks (or landing page sessions, as specified in the Baseline Statement) attributable to the relevant campaigns, expressed as a percentage.
Cost Per Lead (CPL) means total Ad Spend attributable to the relevant campaigns divided by the number of Qualifying Conversions.
Scope of Work means the scope of work, proposal or order form signed or accepted by both parties that identifies the Client, the Services, the Service Fees and the Ad Account.
Free Service Period has the meaning given in clause 7.2.
Guarantee Period means the period of 90 days commencing on the campaign Launch Date.
Guarantee Target means, for any Measurement Window: (a) a CVR at least 40% higher than the Baseline CVR; or (b) a CPL at least 40% lower than the Baseline CPL; or (c) a ROAS at least 40% higher than the Baseline ROAS. The Guarantee Target is achieved if any one of (a), (b) or (c) is met.
Launch Date means the date on which the first campaign built or rebuilt by First Page goes live in an Ad Account, as notified to you in writing.
Measurement Window means ANY period of 30 consecutive days falling wholly within the Guarantee Period (or, during a Free Service Period, wholly within that period).
Nominated Metrics means CVR, CPL and ROAS as defined and configured in the Baseline Statement (including the conversion actions, attribution model and data sources used to calculate them).
Platform means Google, Meta or any other advertising platform on which the campaigns run.
Qualifying Conversion means a conversion event of the type identified in the Baseline Statement (for example, a form submission, phone call of a minimum duration, or purchase), recorded by the agreed tracking configuration.
ROAS means return on ad spend: conversion revenue attributable to the relevant campaigns (as recorded by the agreed tracking configuration) divided by the Ad Spend for those campaigns.
Service Fees means our professional fees for the Services as set out in the Scope of Work, excluding Ad Spend and Third-Party Costs.
Services means the design of a new advertising funnel, creation of new ad creative and copy, campaign build, optimisation, and related management and reporting services described in the Scope of Work.
Third-Party Costs means costs payable to third parties other than Service Fees and Ad Spend, such as stock imagery licences, landing page software subscriptions, call tracking software or production costs, in each case approved by you in advance.
2.2 In this Agreement: (a) headings are for convenience only; (b) “including” and similar words are not words of limitation; (c) a reference to legislation includes amendments and replacements; (d) “in writing” includes email; and (e) all dollar amounts are in Australian dollars and, unless stated otherwise, exclusive of GST.
3.1 The Guarantee is only available to businesses that satisfy all of the following eligibility criteria at the Commencement Date:
(a) you are carrying on a business and acquire the Services for business purposes, and you hold a current ABN;
(b) you are already running Google Ads and/or Meta advertising campaigns for a minimum of 90 days, which, in your reasonable assessment and based on the data in the Ad Account, are profitable for your business;
(c) the Ad Account contains at least 90 days of continuous campaign data immediately before the Commencement Date
(d) conversion tracking is in place, or you permit us to implement and verify conversion tracking before the Launch Date, sufficient to measure the Nominated Metrics reliably; and
(e) your products or services, and your advertising of them, comply with applicable law and the Platform’s advertising policies.
3.2 We may decline to offer the Guarantee, before the Baseline Statement is agreed, if in our reasonable opinion the eligibility criteria are not met or the available data is insufficient to establish a reliable baseline. If we decline, you may choose to engage us on our standard (non-guaranteed) terms or not proceed, in which case any Service Fees paid in advance for Services not yet performed will be refunded.
3.3 You warrant that all information you provide to us about your business, your existing campaigns and your Ad Accounts is true, complete and not misleading. The Guarantee is conditional on this warranty being correct.
4.1 Subject to these Terms, we guarantee that during the Guarantee Period, the campaigns we design and manage will achieve the Guarantee Target: that is, in at least one Measurement Window, at least one of the Nominated Metrics will beat the corresponding Baseline Metric by 40% or more, as follows:
(a) Conversion Rate: campaign CVR ≥ Baseline CVR × 1.40; or
(b) Cost Per Lead: campaign CPL ≤ Baseline CPL × 0.60; or
(c) ROAS: campaign ROAS ≥ Baseline ROAS × 1.40.
4.2 The Guarantee Target is assessed only against the Nominated Metrics, calculated using the data sources, conversion actions and attribution settings recorded in the Baseline Statement, applied consistently to both the Baseline Period and the Guarantee Period.
4.3 If the Guarantee Target is achieved in ANY Measurement Window, the Guarantee is satisfied and clause 7 does not apply. We will notify you in writing, with supporting Platform reporting, when the Guarantee Target has been achieved.
4.4 If the Guarantee Target is not achieved by the end of the Guarantee Period, the remedy in clause 7 (we work for free) applies automatically — you do not need to make a claim, but may request written confirmation at any time.
5.1 Before the Launch Date, we will prepare the Baseline Statement from data in the Ad Account and your analytics platforms. The Baseline Statement will record, at a minimum: the Baseline Period; the Baseline Metrics; the conversion actions counted as Qualifying Conversions; the attribution model and lookback windows; the data sources used; and any agreed seasonal or other adjustments.
5.2 Both parties must approve the Baseline Statement in writing before the Launch Date. The Guarantee does not commence, and the Launch Date will not be set, until the Baseline Statement is approved.
5.3 Where the Guarantee Period falls in a materially different trading season to the 90 days before the Commencement Date (for example, a retailer signing in November), the parties may agree in the Baseline Statement to use a comparable prior-year period as the Baseline Period, or to apply a documented seasonal adjustment. Any such adjustment must be recorded in the Baseline Statement before the Launch Date.
5.4 Measurement is based on Platform reporting and the agreed tracking configuration. Where Platform reporting is restated by the Platform (for example, due to delayed conversions within the attribution window), the restated figures apply. Each party must not alter conversion settings, attribution models or tracking configurations during the Guarantee Period except as agreed in writing.
5.5 If a Platform materially changes its reporting methodology, attribution or tracking capability during the Guarantee Period in a way that makes like-for-like comparison impossible, the parties will negotiate in good faith an adjusted measurement basis that preserves the commercial intent of the Guarantee. If no adjusted basis can be agreed within 20 Business Days, clause 9.4 applies.
5.6 You may, at your cost, audit the measurement data. We will provide you with read access to the Ad Accounts and our reporting throughout the engagement, and reasonable assistance with any audit.
6.1 The Guarantee compares like with like. It applies only while all of the following Comparability Conditions are satisfied:
(a) the campaigns promote the same products or services, at materially the same price points and margins, as the campaigns run during the Baseline Period;
(b) the offer economics are materially the same (for example, no material change to discounts, bundles, shipping terms, minimum order values or lead magnets during the Baseline Period that is not replicated, or vice versa, unless introduced by us as part of the funnel);
(c) the campaigns target materially the same geographic markets as during the Baseline Period;
(d) monthly Ad Spend is maintained within the band recorded in the Baseline Statement (by default, not less than 80% and not more than 150% of average monthly Baseline Period Ad Spend), unless we agree otherwise in writing;
(e) the comparison is made on the same Platform(s) as the Baseline Period; and
(f) there is no material adverse change to your website, landing pages (other than those we build), checkout, pricing, stock availability, lead handling or sales process that is outside our control and not approved by us.
6.2 If a Comparability Condition is broken by you (or by circumstances within your control), clause 9 applies. If a Comparability Condition is broken by us, the Guarantee continues unaffected.
6.3 We will tell you promptly in writing if we consider a Comparability Condition has been or is about to be broken, and will work with you in good faith to restore comparability before relying on clause 9.
7.1 This clause 7 applies if the Guarantee Target is not achieved by the end of the Guarantee Period, despite you having complied with your obligations under this Agreement.
7.2 From the day after the Guarantee Period ends, we will continue to provide the Services without charging any Service Fees until the end of the first Measurement Window in which the Guarantee Target is achieved (Free Service Period) or for a limit of up to 90 days.
7.3 During the Free Service Period:
(a) no Service Fees accrue or are payable, and we will not invoice you for Service Fees;
(b) you remain responsible for Ad Spend (payable directly to the Platform) and any pre-approved Third-Party Costs;
(c) the scope of the Services remains as set out in the Scope of Work, and we will continue to apply at least the same level of resources and effort as during the Guarantee Period; and
(d) the Comparability Conditions and your obligations under clause 8 continue to apply.
7.4 You may end the Free Service Period and terminate this Agreement at any time on 60 days’ written notice, without any termination fee or payment of Service Fees for the Free Service Period.
7.5 We may end the Free Service Period only: (a) if you breach this Agreement and do not remedy the breach within 30 days of written notice; (b) if a Disqualifying Event under clause 9 occurs; or (c) once the Free Service Period has run for 90 day, in which case either party may terminate the Agreement on 60 days’ written notice and no Service Fees are payable for the Free Service Period.
7.6 Service Fees paid for the Guarantee Period itself are payable in the ordinary course and are not refundable merely because the Guarantee Target was not met during the Guarantee Period; the agreed remedy is the Free Service Period.
7.7 The Free Service Period is your sole and exclusive contractual remedy for the Guarantee Target not being achieved.
8.1 The Guarantee depends on us being able to do our job. You must, at your cost:
(a) fund Ad Spend at the agreed levels and keep a valid payment method on the Ad Accounts at all times — you cover the ad spend;
(b) grant us admin (or equivalent) access to the Ad Accounts, your analytics, tag manager, website CMS and, where relevant, your CRM and ecommerce platform, for the duration of the engagement;
(c) give us creative control: we decide the funnel design, ad formats, copy, creative and landing pages used in the campaigns, acting reasonably and consistently with your brand guidelines and any legal or regulatory constraints you notify to us;
(d) respond to requests for approvals, information or assets within [3] Business Days (and where you do not respond within that time, we may proceed with the relevant campaign element acting reasonably);
(e) not pause, edit, or change campaigns, budgets, bids, conversion settings or tracking in the Ad Accounts without our prior written agreement;
(f) maintain your website, hosting, checkout and stock availability, and handle leads and orders promptly and professionally;
(g) notify us in writing before making any change that could break a Comparability Condition; and
(h) ensure that everything you supply to us (including claims about your products) is accurate, lawful and does not infringe any third-party rights, and promptly tell us about any regulatory or legal restrictions on advertising your products or services.
8.2 You authorise us to operate the Ad Accounts and to communicate with the Platforms on your behalf in connection with the Services.
8.3 We will: (a) perform the Services with due care and skill; (b) consult you on brand-sensitive creative before launch where practicable; (c) provide reporting at least monthly; and (d) comply with Platform policies and applicable law, including the ACL and the Spam Act 2003 (Cth), in performing the Services.
9.1 Each of the following is a Disqualifying Event, but only to the extent it is not caused by us:
(a) a material breach by you of clause 8 that is not remedied within 14 days of written notice from us;
(b) a Comparability Condition is broken by you (or by circumstances within your control) and is not restored within 14 days of written notice from us;
(c) the Ad Account or your Platform assets are suspended, restricted or banned by a Platform for reasons attributable to you, your website, your products or your conduct (and not to our work);
(d) your website or checkout is materially unavailable or broken for more than [48] hours in aggregate in any Measurement Window;
(e) you become insolvent, cease trading, or stop selling the products or services the campaigns promote; or
(f) you fail to pay undisputed Service Fees or fund Ad Spend, and do not remedy this within 14 days of written notice.
9.2 If a Disqualifying Event occurs and is not remedied within the applicable notice period, we may, by written notice, declare the Guarantee void from the date of that notice. The engagement may continue on these Terms without the Guarantee, or either party may terminate under clause 11. A declaration under this clause must identify the Disqualifying Event and the evidence relied on.
9.3 If campaign delivery is interrupted by an event outside both parties’ reasonable control (including Platform outages, Platform policy changes of general application, or a force majeure event), the Guarantee Period or Free Service Period (as applicable) is paused for the duration of the interruption and extended by the same number of days. Neither party is liable for delay caused by such an event, but nothing in this clause excuses payment obligations for Services already performed.
9.4 If clause 5.5 applies and no adjusted measurement basis can be agreed, either party may terminate the Agreement on 30 days’ written notice; no Service Fees are payable for any period after notice is given, and Service Fees paid in advance for Services not performed will be refunded pro rata.
10.1 You must pay the Service Fees set out in the Service Agreement. Unless the Service Agreement says otherwise, Service Fees must be paid via Direct Debit monthly in advance and payable within 1 days of the invoice date.
10.2 Ad Spend is payable by you directly to the Platforms and is in addition to Service Fees. We have no liability for Platform billing errors, although we will provide reasonable assistance to resolve them.
10.3 Third-Party Costs require your prior written approval and will be passed through at cost unless otherwise agreed.
10.4 Amounts payable under this Agreement are exclusive of GST. Where GST is payable on a taxable supply made under this Agreement, the recipient must pay the supplier the GST amount at the same time as the related payment, subject to receipt of a valid tax invoice. Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
10.5 If you genuinely dispute a payment, you must notify us within 14 days prior to your payment date with reasons, pay the undisputed portion, and the parties will resolve the dispute under clause 16. We will not suspend Services or rely on clause 9.1(f) in respect of an amount that is genuinely in dispute.
10.6 We may charge interest on overdue undisputed amounts at the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic), calculated daily from the due date until payment.
11.1 This Agreement starts on the Commencement Date and continues until: (a) the Guarantee Target is achieved and any agreed ongoing engagement ends in accordance with the Scope of Work; (b) it is terminated under this clause 11 or clauses 5.2, 7.4, 7.5 or 9.4; or (c) the parties agree to end it.
11.2 Either party may terminate immediately by written notice if the other party: (a) commits a material breach that is not remedied within 14 days of written notice; or (b) becomes insolvent, enters administration, liquidation or bankruptcy, or ceases to carry on business.
11.3 You may terminate for convenience on 60 days’ written notice. If you terminate for convenience before the end of the Guarantee Period, the Guarantee lapses on termination and Service Fees are payable up to the effective date of termination only. No early termination fee applies.
11.4 We may terminate for convenience on 60 days’ written notice, except that we may not terminate for convenience during the Guarantee Period or a Free Service Period (other than under clause 7.5).
11.5 On termination: (a) you must pay all Service Fees properly accrued to the effective date of termination (none accrue during a Free Service Period); (b) we will hand over campaign assets in accordance with clause 12.
12.1 Each party retains ownership of its pre-existing intellectual property. You grant us a non-exclusive licence to use your brand assets, content and materials to perform the Services.
12.2 On payment of all Service Fees properly due (and, for work performed during a Free Service Period, automatically), ownership of the deliverables we create specifically for you, including ad copy, ad creative and landing pages remains the property of First Page until the service agreement is settled. Until then, we grant you a licence to use the deliverables for the campaigns. Our methodologies, know-how, templates, tools and processes remain ours, and we grant you a perpetual, non-exclusive licence to use them as embedded in the deliverables.
12.3 The Ad Accounts, audiences, pixels/datasets and conversion data configured under your Platform assets belong to you and remain accessible to you at all times. We will not hold your Ad Accounts hostage: upon termination, we will promptly provide you with access and hand over admin credentials and reasonable documentation on the condition that all outstanding debts have been settled.
12.4 We may, with your prior written consent (not to be unreasonably withheld), identify you as a client and describe anonymised, aggregated campaign results in our marketing. We will not publish your confidential performance data without your consent.
13.1 Each party must keep confidential and use only for the purposes of this Agreement the other party’s confidential information, including the Baseline Statement, campaign data, pricing and business information, except where disclosure is required by law or the information is publicly available other than through a breach of this clause.
13.2 Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in connection with any personal information handled under this Agreement. Each party must implement reasonable technical and organisational measures to protect personal information and must promptly notify the other of any eligible data breach involving the other party’s data.
13.3 You are responsible for ensuring your website’s privacy policy, consent mechanisms and data collection practices (including pixels and tags we deploy at your direction) comply with applicable law. We will configure tracking in accordance with your written instructions and Platform requirements.
13.4 Any electronic marketing sent as part of the Services will comply with the Spam Act 2003 (Cth), including consent, identification and unsubscribe requirements.
15.1 Each party’s total aggregate liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Service Fees paid or payable under this Agreement in the 12 months before the event giving rise to the liability.
15.2 Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or any indirect or consequential loss. For clarity, Ad Spend paid to Platforms is not recoverable from us as damages.
15.3 Advertising results depend on factors outside either party’s full control, including auction dynamics, competitor behaviour, Platform algorithms and market conditions. Except for the Guarantee in clause 4 (with its remedy in clause 7) and our obligations under clause 8.3, we do not represent that any particular performance outcome will be achieved.
16.1 A party claiming a dispute under or in connection with this Agreement (including about whether the Guarantee Target was achieved or whether a Disqualifying Event occurred) must give the other party written notice setting out the details of the dispute.
16.2 Within 10 Business Days of the notice, senior representatives of each party with authority to settle must meet (in person or by video) and attempt in good faith to resolve the dispute.
17.1 Variation. This Agreement may only be varied in writing signed or expressly accepted by both parties (see also clause 1.5).
17.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that we may assign to a related body corporate that assumes our obligations (including the Guarantee) on written notice to you.
17.6 Notices. Notices must be in writing and sent to the email. Email notices are taken to be received at the time shown in the sender’s system, unless the sender receives an automated non-delivery report, provided that notices sent after 5.00 pm (Melbourne time) on a Business Day, or on a non-Business Day, are taken to be received at 9.00 am on the next Business Day.
17.7 Counterparts and electronic execution. This Agreement may be signed electronically (including under the Electronic Transactions (Victoria) Act 2000 (Vic)) and in counterparts via an acceptance email in the form of a “please proceed” response to a service agreement email.
18.1 This Agreement is governed by the laws in force in the State of Victoria, Australia.
18.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and the courts of appeal from them, and waives any objection to proceedings in those courts on the ground of venue or inconvenient forum.
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