Terms & Conditions – Google Ads Management Services

These Terms & Conditions must be read together with the Client’s Personalised Schedule. The Schedule forms part of this Agreement.

If there is any inconsistency between these Terms & Conditions and the Schedule, the Schedule prevails only to the extent of that inconsistency.

1. Parties

1.1 Service Provider: ComKey Consulting Pty Ltd (ACN 683 079 567) (ComKey, we, us, our).
1.2 Client: The entity identified in ITEM 1 of the Schedule (Client, you, your).

2. Recitals

A. The Client wishes to engage ComKey to provide Google Ads management services.
B. ComKey agrees to provide the Services to the Client on the terms of this Agreement.

3. Definitions and Interpretation

3.1 Ad Account means the Google Ads account(s) and associated assets used for advertising and measurement, including any linked services such as GA4, GTM, Looker Studio, and Merchant Centre where applicable.

3.2 Ad Spend means amounts payable to Google (or other advertising platforms if agreed in writing) for media placement. Ad Spend is separate to Fees.

3.3 Agreement means these Terms & Conditions and the Schedule.

3.4 Client Materials means all content, offers, claims, pricing, product information, landing pages, images, logos, text, videos, and other materials supplied, approved, or requested by the Client for use in advertising or related assets.

3.5 Fees means ComKey’s management fee(s) for the Services.

3.6 Platforms means Google Ads and any related Google products or third party tools used to deliver the Services, including any tools required for tracking, reporting, feeds, or integrations.

3.7 Services means the services described in clause 5, including any inclusions enabled by the Schedule.

3.8 Tier means the package selection in ITEM 2 of the Schedule.

3.9 Interpretation: Headings are for convenience only and do not affect interpretation. Singular includes plural. References to a person include a corporation.

4. Agreement Formation and Minimum Commitment

4.1 This Agreement is formed when the Client does any of the following:

a. accepts the Schedule in writing (including by email) or electronically, or
b. pays an invoice issued by ComKey, or
c. instructs ComKey to commence work, or
d. uses or continues to use the Services after ComKey has provided these Terms.

4.2 Unless ComKey agrees otherwise in writing, Services are provided on a minimum three (3) month commitment.

4.3 If the Client requests a pause, reduction, or cancellation during the minimum commitment, Fees remain payable for the remainder of the minimum commitment, except where prohibited by law (including Australian Consumer Law).

4.4 ComKey is not obliged to commence or continue Services where Fees are unpaid or where ComKey reasonably considers the engagement presents legal, compliance, operational, or reputational risk.

5. Services

5.1 ComKey will provide Google Ads management services which may include (without limitation):

a. campaign setup, configuration, or restructure,
b. keyword and audience configuration,
c. ad copy drafting based on Client Materials,
d. conversion tracking configuration and measurement setup (subject to access and platform limitations),
e. ongoing monitoring and optimisation,
f. reporting.

5.2 The Services are limited and controlled by the Schedule as follows:

a. ComKey will manage Ad Spend up to the limit stated in ITEM 3.
b. Strategy sessions are provided at the frequency stated in ITEM 4.
c. Display advertising is included only if ITEM 5 is marked “Yes”.
d. Ecommerce advertising is included only if ITEM 6 is marked “Yes”.

5.3 Any work not expressly included by clause 5.1 and clause 5.2, or which ComKey considers outside the scope of the Services for the selected Tier, is not included unless agreed in writing and may incur additional fees.

5.4 ComKey may decline or refuse any instruction or request that ComKey believes (acting reasonably) is unlawful, misleading, breaches Platform policies, or exposes ComKey to legal or reputational risk.

6. Authority to Manage and Optimise

6.1 The Client authorises ComKey to do anything reasonably required to provide the Services, including to:

a. create, pause, edit, and remove campaigns, ads, keywords, audiences, targeting, placements, and settings,
b. adjust bids and budgets, and allocate spend across campaigns as ComKey considers appropriate,
c. implement exclusions, negative keywords, and brand safety controls,
d. configure and adjust tracking and measurement settings, subject to access and Platform constraints.

6.2 ComKey is not required to seek approval for each individual optimisation change.

6.3 The Client must not unreasonably interfere with ComKey’s management of the Ad Account, including by appointing additional third parties to make changes without notifying ComKey. If interference occurs, ComKey may suspend Services and Fees remain payable.

7. No Guarantees, No Warranties

7.1 The Client acknowledges advertising outcomes depend on factors outside ComKey’s control including competition, seasonality, budget, website performance, conversion rate, sales processes, market conditions, and Platform changes.

7.2 ComKey does not guarantee any result, outcome, or performance metric including revenue, profit, ROAS, lead volume, cost per lead, ranking position, or business growth.

7.3 To the maximum extent permitted by law, the Services are provided “as is” and all implied warranties and conditions are excluded.

7.4 The Client acknowledges it has not relied on any representation or promise not expressly set out in this Agreement.

7.5 No employee, contractor, or agent of ComKey has authority to make any warranty, guarantee, or representation on ComKey’s behalf that is inconsistent with this Agreement.

8. Ad Spend and Billing

8.1 Ad Spend is separate to Fees and is payable by the Client directly to Google unless otherwise agreed in writing.

8.2 The Client is solely responsible for maintaining valid billing details with Google. If billing fails, campaigns may pause automatically.

8.3 ComKey is not liable for any loss, performance impact, or missed opportunity caused by billing failure, budget exhaustion, payment rejection, or any Platform billing action.

8.4 Any refunds, credits, disputes, or adjustments relating to Ad Spend are between the Client and Google.

9. Managed Ad Spend Limit and Tier Adjustment

9.1 ComKey will manage campaigns up to the managed Ad Spend limit in ITEM 3.

9.2 If Ad Spend materially exceeds the limit in ITEM 3, ComKey may (at ComKey’s discretion):

a. require the Client to upgrade Tier, or
b. increase Fees to reflect increased management scope, or
c. suspend Services until the scope and Fees are aligned.

9.3 The Client acknowledges higher spend generally requires increased management time and complexity, and that the limit in ITEM 3 is fundamental to pricing and service allocation.

10. Reporting

10.1 ComKey provides reporting as part of the Services, in a format determined by ComKey.

10.2 Reporting relies on Platform data and may be delayed, modelled, incomplete, or affected by attribution settings, consent requirements, browser and device limitations, outages, bugs, or integration constraints.

10.3 ComKey does not warrant that reporting data is accurate, complete, or capable of being used for auditing purposes.

11. Client Responsibilities

11.1 The Client must:

a. provide and maintain administrative access to the Ad Account and any Platforms reasonably required by ComKey,
b. provide accurate and lawful Client Materials,
c. ensure compliance with Australian Consumer Law and any industry specific requirements,
d. maintain website functionality and ability to receive and respond to enquiries,
e. promptly notify ComKey of changes to products, pricing, offers, availability, or regulated requirements.

11.2 The Client is solely responsible for:

a. the legality and substantiation of advertising claims, comparisons, testimonials, and offers,
b. customer fulfilment, warranties, refunds, disputes, and complaints,
c. lead handling and sales follow up.

11.3 If the Client, its staff, or any third party makes changes to the Ad Account, tracking, website, landing pages, forms, phone systems, analytics configuration, or any related systems, ComKey is not responsible for any resulting performance or data issues. Remediation may be out of scope and chargeable.

12. Platform Risk and Compliance

12.1 The Client acknowledges Platforms may change policies, algorithms, auction dynamics, tracking, approvals, or enforcement without notice.

12.2 ComKey is not liable for ad disapprovals, account suspensions, Merchant Centre issues, policy enforcement actions, algorithm updates, auction volatility, competitor activity, or Platform outages.

12.3 ComKey may pause, suspend, or refuse to run ads if ComKey reasonably believes the ads, landing pages, Client Materials, or business practices may breach law or Platform policies, or may expose ComKey to legal or reputational risk.

13. Fees, Invoicing, Late Payment, Debt Recovery

13.1 Fees are payable in advance unless ComKey agrees otherwise in writing.

13.2 Invoices are due within seven (7) days unless otherwise stated.

13.3 If payment is overdue, ComKey may (without limiting any other rights):

a. suspend Services immediately (including pausing campaigns and ceasing optimisation work),
b. charge interest on overdue amounts at 10% per annum,
c. recover all reasonable costs of recovery including legal costs on a solicitor client basis and debt collection fees.

13.4 Suspension does not pause or excuse payment obligations.

13.5 If the Client initiates a chargeback or payment dispute without first providing ComKey a reasonable opportunity to resolve the issue, ComKey may suspend Services immediately and pursue recovery.

14. Intellectual Property

14.1 The Client retains ownership of Client Materials.

14.2 ComKey retains ownership of its proprietary methods, processes, templates, frameworks, and know how.

14.3 Subject to full payment of Fees, the Client may use campaign assets created specifically for the Client within the Client’s Ad Account.

14.4 The Client grants ComKey a non exclusive, royalty free licence to use Client Materials solely for the purpose of providing the Services.

15. Indemnity

15.1 The Client indemnifies ComKey and its officers, employees, contractors, subcontractors, and suppliers against all claims, losses, liabilities, damages, penalties, costs, and expenses (including legal costs) arising from or in connection with:

a. Client Materials, including any misleading, deceptive, unlawful, or unsubstantiated claims,
b. any breach of law by the Client (including Australian Consumer Law),
c. infringement of third party rights,
d. the Client’s products or services, fulfilment, refunds, warranties, or customer disputes,
e. the Client’s breach of this Agreement.

15.2 This indemnity survives termination.

16. Limitation of Liability

16.1 To the maximum extent permitted by law, ComKey is not liable for:

a. indirect or consequential loss,
b. loss of profit, revenue, business, goodwill, opportunity, or anticipated savings,
c. loss or corruption of data,
d. any Platform decision, suspension, disapproval, algorithm change, or outage,
e. issues caused by Third Party Services, Client systems, or third party actions.

16.2 To the maximum extent permitted by law, ComKey’s total aggregate liability arising out of or in connection with this Agreement is limited to the Fees actually paid to ComKey in the two (2) months immediately preceding the event giving rise to the claim.

16.3 Ad Spend is expressly excluded from any liability calculation and ComKey has no liability for Ad Spend.

16.4 No action may be brought against ComKey more than three (3) months after the event giving rise to the cause of action.

16.5 Nothing in this Agreement excludes, restricts, or modifies any right or remedy under the Australian Consumer Law that cannot be excluded. Where liability can be limited, ComKey’s liability is limited (at ComKey’s option) to resupplying the Services or paying the cost of having the Services supplied again.

17. Suspension and Termination

17.1 ComKey may suspend or terminate Services immediately if:

a. Fees are overdue,
b. required access is removed or withheld,
c. the Client breaches this Agreement,
d. ComKey reasonably determines continuing Services is unlawful, non compliant, technically unfeasible, commercially unfeasible, or creates reputational risk,
e. the Client engages in abusive or threatening conduct toward ComKey staff, contractors, or suppliers.

17.2 The minimum commitment in clause 4 continues to apply notwithstanding suspension.

17.3 If the Client terminates during the minimum commitment, all remaining Fees for the minimum commitment become immediately due and payable, except where prohibited by law.

17.4 After the minimum commitment, either party may terminate by written notice.

17.5 ComKey is not obliged to provide transition assistance, handover services, timeframes, or response commitments unless ComKey agrees in writing, and ComKey may charge additional Fees for any such assistance.

18. Subcontracting

18.1 ComKey may subcontract any part of the Services to specialist providers or fulfilment partners.

18.2 The Client authorises ComKey to provide necessary Platform access to subcontractors for the purpose of service delivery.

18.3 ComKey is not liable for the acts or omissions of Third Party Services or Platforms outside ComKey’s control.

19. Confidentiality

19.1 Each party must keep confidential the other party’s non public information and must not disclose it except to perform this Agreement or as required by law.

19.2 This obligation continues for seven (7) years after termination.

20. Changes to Terms

20.1 To the maximum extent permitted by law, ComKey may update these Terms from time to time. The updated Terms will apply from the time they are provided to the Client or made available for review. Continued use of Services constitutes acceptance.

21. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.