The Client acknowledges that Grounded Agency Co. incurs expenses and uses its expertise and intellectual property when it sets up online marketing campaigns for its clients.

The Client also acknowledges that, unless otherwise agreed, any quote for marketing services does not include the transfer of any intellectual property rights from Grounded Agency Co. to the Client.

In regards to any marketing campaigns run through the Google Marketing Platform, which includes but is not limited to Google Display and Video 360, Google Campaign Manager and Google Search Ads 360, the Client acknowledges that Grounded Agency Co. has undertaken a contract directly with Google through an authorised reseller and that this contract, and ownership of the software account/s and the campaigns therein, is not transferable to the client.

On completion of the contract timeline and full payment being received, the ownership of the advertising and/or software accounts used to execute the contracted services will transfer to the Client, with the exception of Google Marketing Platform Accounts as specified above.

Until that time, Grounded Agency Co. shall retain ownership of the advertising and/or software account/s.

In the event that the Client chooses to cancel the services within the contract timeline and where the Client wishes to take over ownership of the advertising and/or software account/s, the

Client acknowledges that the Client will incur a fee of R7000 for the transfer of the advertising and/or software account/s and this fee will be payable in full in advance of the transfer.

The Client acknowledges that any discounts applied to the fees quoted are conditional on the contract timeline. In the event that the Client chooses to cancel the services within the contract timeline, the Client shall be liable to pay the full amount indicated in the quote prior to the discount being applied.

From time to time, clients may choose to pause the online marketing campaign/s set up and managed by Grounded Agency Co.. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Grounded Agency Co.’s monthly management fee.
In the event of a catastrophe,

Grounded Agency Co. reserves the right to pause any online marketing campaign/s it manages, for a reasonable period of time, without prior notice to the Client.

The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Grounded Agency Co.’s monthly management fee.

The Client acknowledges that while Grounded Agency Co. has expertise in online marketing and search engine optimisation, the degree of success of online marketing and search engine optimisation is both subjective and dependent on factors that are outside of Grounded Agency Co.’s control.

Accordingly, Grounded Agency Co. is unable to guarantee the success of any online marketing or search engine optimisation undertaken on behalf of and/or for the Client.

Grounded Agency Co. will make reasonable endeavours to spend the entire media amount quoted and/or invoiced to the Client for the execution of marketing campaigns, however, the Client acknowledges that there are factors outside of Grounded Agency Co.’s control that may impact on the accrued media costs for the campaigns.

These factors outside of Grounded Agency Co.’s control include but are not limited to refunds from the marketing platform for invalid clicks and/or impressions, variable cost per click and/or cost per 1000 impressions, rounding off differences of less than ZAR0.10 and differences in exchange rates across the campaign and invoicing timeframes.

The Client acknowledges and agrees that where there is a discrepancy between the media amount accrued and the media amount invoiced,

Grounded Agency Co. will not be liable to refund any discrepancy to the Client where the cost of administering the refund outweighs the quantum or where the discrepancy only becomes evident more than 7 days of the invoiced period.

Grounded Agency Co. may choose to provide the Client with a performance guarantee for specific marketing campaigns. This guarantee is governed by the following terms:

The performance target needs to be agreed upon by both Grounded Agency Co. and the Client prior to the campaign launching.

The campaign needs to be directly comparable to a pre-existing campaign against which the performance is being measured.

Changes in campaign direction or objectives will not be covered by the guarantee. In the case that seasonality in the Client’s business or industry is likely to affect the demand for goods or services the performance will need to be measured based on comparable previous seasons.

This guarantee will only apply to paid media marketing campaigns run on either of the following advertising platforms: Facebook Ads, Google Ads, Google Display and Video 360.

This guarantee is based on the campaign’s performance at the end of 90 days from the day the campaign is launched.

This guarantee will not be enforceable if the Client chooses to pause or terminate the campaign before the 90 day period is complete.

In the event that Grounded Agency Co. fails to meet the agreed target, Grounded Agency Co. agrees to refund the client for the service fees charged by Grounded Agency Co. for the specific campaign over the 90 day period.

Grounded Agency Co. will not be liable for any fees paid to 3rd parties, including but not limited to Google and Facebook.

Grounded Agency Co. will also not be liable for refunding fees for additional services rendered that are unrelated to the campaign being guaranteed.