Marketing Agency General Terms And Conditions

General Terms and Conditions for Academic Ads Ltd.’s Search Marketing & Advertising Services comply with the North American IAB Standards (pdf), as provided by IAB Canada.

Applicable to all agreements as per January 1st, 2016 onwards.

Article 1: Definitions

1.1 “Client”: any (legal) entity who has entered into, or wishes to enter into, an agreement with Academic Ads Ltd., and also its representative(s), agent(s), assignee(s) and successors.

1.2 “Marketing Agency”: the private company with limited liability Academic Ads Ltd..

Article 2: Applicability

2.1 These general terms and conditions shall apply to all bids and agreements relating to services offered by Academic Ads Ltd..

2.2 The terms and conditions in question shall also apply to all agreements for the performance of which Academic Ads Ltd. engages third parties.

2.3 The applicability of the general terms and conditions of the Client is expressly rejected.

2.4 Academic Ads Ltd. has the right to change these general terms and conditions unilaterally. Changes shall also apply in respect of agreements that have already been entered into. The Client shall be informed of changes in writing or by e-mail and such changes shall come into effect thirty (30) days after notification, unless a different date is given in the notification.

2.5 If a stipulation of the agreement or the general terms and conditions proves to be invalid, this does not affect the validity of the agreement as a whole. In that case Academic Ads Ltd. has the right to replace the stipulation with a stipulation – which is not unreasonably onerous for the Client – which approximates as closely as possible to the invalid stipulation.

Article 3: Tenders

3.1 All tenders made by Academic Ads Ltd. are without obligation, unless – and then only insofar – stated otherwise in writing by Academic Ads Ltd..

3.2 All tenders shall apply for 30 days, unless otherwise stated. Academic Ads Ltd. is only bound to the bid if acceptance thereof is confirmed by the other party in writing within 30 days. If agreement is given after 30 days, Academic Ads Ltd. has the right to adjust the period of performance or apply different amounts. The prices in the tenders (and bids) do not include HST/GST, unless otherwise stated. The prices applied are revised periodically (in principle as from 1 January and/or 1 July) on the basis of developments in wages and prices (index = 2016).

Article 4: Extra activities

4.1 Academic Ads Ltd. has the right to adjust the price for the services provided by it in the event of changes in the approved functional design, project proposal or bid, among other things in respect of the planning, design, functionality, content, method, scope, analysis and/or reporting that take place in consultation with or at the request of the Client.

4.2 Academic Ads Ltd. has the right to charge at the applicable hourly rate, or on the basis of another type of settlement method, for additional work, tests, discussions and/or services that take place at the request of the Client.

Article 5: Performance

5.1 Academic Ads Ltd. shall perform the agreement to the best of its understanding and ability and in accordance with the requirements of best practice and Google Partners standards. Academic Ads Ltd. shall make every effort to perform the activities properly. Academic Ads Ltd. cannot guarantee however that the activities will always achieve the result wished by the Client.

5.2 Academic Ads Ltd. has the right to have certain work carried out by third parties.

5.3 The Client shall ensure that all information that Academic Ads Ltd. states is necessary, or which the Client should reasonably understand is necessary for the performance of the agreement, is provided to Academic Ads Ltd. in due time. If the information needed for the performance of the agreement has not been provided to Academic Ads Ltd. in due time, Academic Ads Ltd. has the right to suspend the performance of the agreement and/or to charge the Client for the additional costs arising from the delay at the standard rates.

5.4 If it has been agreed that the agreement will be performed in phases, Academic Ads Ltd. may suspend those parts that belong to a subsequent phase until the Client has approved in writing and/or paid for the results of the previous phase.

Article 6: Completion

6.1 If Academic Ads Ltd. expects that it will not be able to meet a time limit, Academic Ads Ltd. shall inform the Client of this as soon as possible.

Article 7: Reporting

7.1 Reporting shall take place in accordance with the project proposal, bid or agreement, and be fully supplied via a customer dashboard provided by Academic Ads Ltd. If a this reporting medium is unsatisfactory to the Client, Academic Ads Ltd. shall provide a report as a PDF, Microsoft Word, or Microsoft Exel format.

Article 8: Changes

8.1 If during the performance of the agreement it becomes apparent that for proper performance of the agreement it is necessary to change or add to the activities that are to be carried out, in due time and in consultation the parties shall amend the agreement accordingly.

8.2 If the parties agree that the agreement is to be changed or added to, this may affect the completion time of the performance. Academic Ads Ltd. shall inform the Client of this as soon as possible.

8.3 If the changes or additions to the agreement have financial and/or qualitative consequences, Academic Ads Ltd. shall be entitled to charge the Client for these costs. Academic Ads Ltd. shall inform the Client of this in advance.

8.4 If a fixed fee has been agreed, Academic Ads Ltd. shall state to what extent the change or addition to the agreement results in this fee being exceeded.

8.5 Notwithstanding paragraph 3, Academic Ads Ltd. shall not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to it.

Article 9: Confidentiality

9.1 The parties have a duty to keep confidential all confidential information that they have obtained under this agreement from each other or from any other source, regardless of whether this is written or verbal and wherever it comes from. Information is deemed to be confidential if it has been disclosed by the other party or if it arises due to the nature of the information.

9.2 Academic Ads Ltd. shall reserve the right to use the Client’s name as a reference and to disclose it as such.

9.3 The (personal) details that are supplied from the Client’s sites to Academic Ads Ltd. shall be treated in confidence.

9.4 The web analytics and all other statistical data that are supplied by the Client or from the Client’s sites shall be treated in confidence.

Article 10: Exclusivity

10.1 For the term of the agreement and having regard to that provided for in the agreement the Client shall give Academic Ads Ltd. the exclusive right to fulfill the assigned contract.

Article 11: Intellectual property

11.1 All copyrights and other intellectual property rights in respect of the services provided by Academic Ads Ltd. shall rest with Academic Ads Ltd.. The Client recognizes these rights and will not infringe them in any way.

11.2 All material provided by Academic Ads Ltd., such as (digital) reports, checklists, advices, templates, designs, sketches, software, applications, landing pages etc., is intended solely to be used by the Client. The Client is not permitted to disclose and/or copy information obtained from Academic Ads Ltd. in any form whatsoever, including the selling, processing, making available, distributing and integrating into networks, after processing or otherwise, unless such disclosure and/or copying has been permitted in writing by Academic Ads Ltd. and/or such disclosure and/or copying arises due to the nature or the aim of the agreement with Academic Ads Ltd..

11.3 All material provided by Academic Ads Ltd. to fulfill the contract, such as documents, reports and optimized pages, shall remain the property of Academic Ads Ltd.. On completion or on termination of the contract, Academic Ads Ltd. may request the Client to remove from its website documents, reports, optimized pages and advices that have been provided or return them to it.

11.4 Academic Ads Ltd. shall retain the right to use for other purposes the knowledge acquired for the performance of the activities, insofar as this does not involve confidential information of the Client being brought to the knowledge of third parties.

11.5 The Client shall indemnify Academic Ads Ltd. against all claims from third parties in the matter of intellectual property rights regarding the publication of the texts, illustrations or other data provided to it by it or on its behalf. It will be the case between the parties that digital images of networks of third parties do not belong to the Client, unless the contrary is proven by the Client.

Article 12: The term of the contract and termination

12.1 The agreement shall be entered into for a period of 12 months unless the parties have agreed otherwise expressly and in writing.

12.2 An agreement for an indefinite period of time may be terminated by email or registered mail after a period of 3 months, subject to a notice period of 30 days.

12.3 Client agrees that, in the event the Client cancels all or part of the campaign contemplated prior to its agreed upon end date, the current month plus a $500 cancellation fee is due under this contract and will be immediately due and payable, and if paying by credit card, the Client’s credit card will be charged such amount, unless pre-paid in full, in which case the Client will forfeit any unused portion of the pre-payment.

12.4 An agreement for a fixed period of time may not be terminated prematurely.

12.5 An agreement for a fixed period of time shall always be renewed automatically after the expiry of the period stated in the contract for the same period, except in the case of termination by registered mail towards the end of the (extended) term of the contract and subject to a notice period of 2 months.

12.6 Furthermore, Academic Ads Ltd. shall be entitled to terminate or end the agreement with immediate effect if: A) The Client has been declared bankrupt, or the Client has been granted a suspension of payments; B) The Client fails to meet its obligations under the agreement.

Article 13: Fee

13.1 All prices and cost estimates are exclusive of HST/GST or other applicable taxes, unless otherwise stated.

13.2 If a fixed fee is not agreed, the fee will be determined on the basis of actual hours worked, unless a performance based marketing fee applies. The fee will be calculated according to Academic Ads Ltd.’s usual hourly rates, as applying in the period in which the activities are carried out, unless a different hourly rate has been agreed.

13.3 Prices shall be based among other things on factors applying at the time of the instruction or the effecting of the agreement or bid, including wages, social security costs and taxes, contributions, insurance premiums etc.

13.4 Fees for performance based services are calculated in accordance to Academic Ads Ltd.’s proposal and agreed upon in writing by Client.

Article 14: Payment

14.1 Payment shall be within 14 days of the date of invoice, in a way to be indicated by Academic Ads Ltd. and in the currency that has been invoiced.

14.2 After this deadline for payment of 14 days after the date of invoice has elapsed, the Client shall be in default without any further warning being necessary; from the time of entering into default the Client shall owe interest of 1% per month on the amount due, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply.

14.3 In the case of liquidation, bankruptcy or suspension of payments, Academic Ads Ltd.’s claims and the obligations of the Client towards Academic Ads Ltd. shall be payable on demand.

14.4 Payments made by the Client shall always be used first to settle all interest and costs that are due, second to settle invoices that are payable that have been outstanding the longest, even if the Client states that the settlement relates to a later invoice.

Article 15: Collection costs

15.1 If the Client is in default or in breach of meeting one or more of its obligations, then all reasonable costs to obtain payment, either in court or out of court, shall be paid by the Client.

Article 16: Liability

16.1 Academic Ads Ltd. shall in no way be liable for damage suffered by the Client, such as for example (but not limited) for damage due to:

  • errors in the advices, materials and/or automated files provided by Academic Ads Ltd.;
  • its reports, news sources, (deep) links or clippings no longer and/or not being available in due time at the time of monitoring;
  • texts, illustrations or other data provided by or on behalf of the Client and/or wrongful use thereof by the Client;
  • for the content of adverts or publications of other Clients or authors in the same or another edition, heading and/or elsewhere in the electronic service, which might be detrimental to the Client’s intended aim of his or her publication;
  • the Client not following the advices provided by Academic Ads Ltd.;
  • the services offered by Academic Ads Ltd. or the way in which the services are provided by Academic Ads Ltd. being unauthorized;
  • due to failures in the electronic services of Academic Ads Ltd. and of third parties, such as providers, network operators or other telecommunications networks.

16.2 Academic Ads Ltd. shall in no way be liable for consequential losses, indirect losses, trading losses or losses caused by auxiliary persons and/or third parties engaged by Academic Ads Ltd. for the performance of the agreement.

16.3 If – notwithstanding the previous paragraphs – liability does however occur for Academic Ads Ltd. at any time for losses suffered by the Client due to an attributable failure on the part of Academic Ads Ltd. in meeting its obligations under this agreement, in all cases this liability shall be limited to at most the invoice amount for that specific part of the agreement to which the liability relates.

16.4 Losses for which Academic Ads Ltd. is liable on the basis of the previous paragraph shall be eligible for compensation only if the Client has brought this to the attention of Academic Ads Ltd. within 30 days of them occurring, unless the Client can demonstrate that it could not reasonably have reported these losses earlier.

16.5 Any complaint regarding the performance or the failure to perform any task must be submitted by the Client in writing to Academic Ads Ltd. within 30 days after the occurrence of the loss, on forfeiture of any claim.

16.6 The Client shall indemnify Academic Ads Ltd. in the matter of liability of third parties regarding losses of any kind, occurring due to or in connection with the performance of the agreement.

Article 17: Force majeure

17.1 Academic Ads Ltd. shall not be liable in the event of force majeure. In these general terms and conditions force majeure is understood to be, in addition to that which is understood on the matter in law and case law, all external causes, expected or not expected, on which Academic Ads Ltd. can have no influence, but as a result of which Academic Ads Ltd. is unable to meet its obligations. Force majeure includes in any event: cessation, excessive absence of personnel due to sickness, a (temporary) shortage of manpower, fire, operating or technical faults in the office or in the external parties engaged by Academic Ads Ltd., not having sufficient information available from the Client, in our opinion, or incorrect information being provided, or the Client not cooperating sufficiently.

17.2 In the event of force majeure Academic Ads Ltd. shall be justified in deeming the agreement to be dissolved and/or dissolving it (partly or in full), or to cancel the placing contract without being obliged to pay the Client any compensation. In this case Academic Ads Ltd. shall be obliged to inform the Client of this immediately.

17.3 If when the force majeure commences Academic Ads Ltd. is able in part to meet its obligations, it shall be entitled to invoice separately for that part that has already been performed and/or can be performed, and the Client shall be obliged to settle this invoice as if it related to a separate agreement.

Article 18: Specific stipulations regarding search engine optimization (SEO)

18.1 Regarding search engine optimization (SEO) services, Academic Ads Ltd. shall reserve the following rights:Academic Ads Ltd. shall endeavor to perform the contract to the best of its ability. For the SEO service the aim is to achieve the highest possible quality mentions in the most used search engines, as required also with international search engines if this has been expressly agreed.

18.2 Academic Ads Ltd. is obliged to make efforts to achieve the absolute score and if possible will endeavor to achieve a top 10 position. Academic Ads Ltd. shall reserve the right to depart from this if words are involved that are difficult to position, spam, non-indexing of the search engine(s), a change or not indexing of the URL by the search engine due to technical aspects or specifications of the website or technical deficiencies.

18.3 Guarantees on positions to be achieved in the search engines are expressly not given by Academic Ads Ltd..

18.4 (Statistical) data provided by or in the name of Academic Ads Ltd. shall be purely indicative, unless expressly stated otherwise. The Client may not derive rights from this data.

18.5 Regarding the SEO service the Client declares expressly that it will abide by the (ethical) guidelines as made by search engines on the SEO service offered by Academic Ads Ltd.. If actions are taken that conflict with this stipulation, the agreement shall be dissolved with immediate effect, without prejudice to Academic Ads Ltd.’s right to recover from the Client the (consequential) loss it has suffered.

Article 19: Specific stipulations regarding search engine advertising (SEA)

19.1 Regarding search engine advertising (SEA) services, Academic Ads Ltd. shall reserve the following rights: Academic Ads Ltd. shall endeavor to perform the contract to the best of its ability. For the SEA service the aim is to achieve the highest possible quality mentions and results in the sponsored links/sponsored search results in accordance with search engines and advertising networks chosen by the Client and/or the connected networks and/or specific websites, with due regard to the maximum costs per click fixed with the Client and the total campaign budget for the agreed advertising period.

19.2 In providing the SEA service Academic Ads Ltd. shall be bound to stipulations as made by the various partners in the area of SEA, including, but not solely, the usage agreements, guidelines and other restrictions. The Client understands this and declares that it is in agreement with the fact that the stipulations as referred to in the previous sentence apply to all agreements between the Client and Academic Ads Ltd. regarding the SEA service, and that these stipulations may be changed at any time during the term of the agreement, notwithstanding the obligation on the part of the Client to abide by these stipulations.

19.3 (Statistical) data provided by or in the name of Academic Ads Ltd. shall be purely indicative, unless expressly stated otherwise. The Client may not derive rights from this data. The Client declares expressly that it is aware of the fact that the number of visitors, clicks, page views and other similar statistical data concerning website visits and visitor behavior may vary by measuring instrument. Only in the case of significant differences in the statistical data collected by two or more measuring instruments shall Academic Ads Ltd. be obliged to instigate an investigation into the nature of the differences and to adjust invoices that may have been based on this data.

Article 20: Assignment, changes and additions to the agreement

20.1 None of the parties shall be entitled to assign the rights and duties under this agreement without the written agreement of the other party. Changes and additions to this agreement shall be valid only if agreed in writing between the parties.

Article 21: Competent court and applicable law

21.1 All agreements between the parties and obligations arising from or related to them shall be governed by the laws of Canada.