Terms & Conditions - Efficiency Health Check
By clicking ‘I ACCEPT’, you agree to the provision of a free Efficiency Health Check report on your Google Ads account by Scorch Pty Ltd (ACN 119531798) (“Scorch”) in accordance with these Terms.
Scorch will temporarily link to your Google Ads account so that Scorch’s technology may audit your account performance for the purpose of providing an Efficiency Health Check report (“Report”) for the specified Google Ads account. The Report will be made available to be viewed online via email link to the email address you provide. Once analysis for the purpose of providing the Report is complete the link to your Google Ads account will be automatically terminated within 30 days. Whilst the Report may provide recommendations as to how to improve the efficiency of your Google Ads account, there is no obligation to further engage the services of Scorch. Scorch will not share your data with any other parties and will not use access to your Google Ads account for any purpose other than providing this Service.
2. DEFINITIONS AND INTERPRETATION
2.1 The following terms shall have the following meanings:
“Affiliate” means, in relation to either party, any of the following: (a) companies directly or indirectly belonging to or controlled by that party through management appointment or otherwise; (b) companies directly or indirectly belonging to or controlled by companies which directly or indirectly own or control that party; and (c) any companies having entered into an affiliation agreement with that party or the above-referred companies. “Control” means the power of an entity to secure that the affairs of another are conducted in accordance with its wishes and “controlled” shall be construed accordingly;
“Confidential Information” has the meaning set out in clause 8.1;
“Deliverables” means the work products and materials prepared by Scorch for provision to you as part of the Services;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and the right to be granted renewals or extensions of, and rights to claim priority from, these rights and all similar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world;
“Privacy Act” means the Privacy Act 1988 (Cth);
“Report” has the meaning given in clause 1;
“Services” means the production and supply of the Report;
“Terms” means these terms and conditions;
“you” means the person clicking ‘I ACCEPT’ in relation to these Terms and where the person is an employee, officer, agent or other representative of another person or body corporate, that person or body corporate; and
“Your Materials” means Materials provided by or on behalf of you to Scorch (or provided to such third parties as Scorch may nominate to receive such Materials from time to time, including without limitation Media Owners), in connection with these Terms (including without limitation your name, logo and trade marks, passwords and login details provided by you.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 All Intellectual Property Rights in and to the Report will vest in Scorch upon creation. Scorch grants to you a revocable, worldwide and royalty free licence to use the Report for your internal business purposes only. You may not re-sell or market the Report or any part thereof.
4.1 The Services and Report are provided free of charge and ‘as is’ and to the extent permitted by applicable laws, all conditions, warranties or other terms on the part of Scorch which might have effect between the parties or be implied or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise, are hereby excluded by Scorch, including the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.
4.2 You warrant that:
a. you are the owner of the Google Ads account for which you are requesting the Report or have the permission to act on behalf of the owner of the Google Ads Account;
b. it has authority to accept a request to link to the Google Ads Account specified in the request form; and
c. you are authorised to use the contact email address you provide;
d. you have obtained all other necessary rights, licences and consents to allow the Scorch to use Your Materials in accordance with these Terms;
e. Your Materials and all other information supplied to Scorch by or on behalf of you in relation to your products and services before and during the Term will be true, accurate, complete, up-to-date and not misleading or deceptive;
f. Your Materials and the use of Your Materials in accordance with these Terms shall comply with applicable laws, regulations, guidelines or codes of practice and shall not infringe the Intellectual Property Rights of any other person; and
g. Your Materials and any equipment or networks which connect to Scorch’s systems do not contain software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
5.1 You agree to indemnify and hold harmless Scorch from and against any and all costs, expenses, charges, damages, liabilities, claims or actions of any kind which may be incurred, suffered, brought or threatened against Scorch arising out of a breach by you of these Terms.
6. TERM AND TERMINATION
6.1 These Terms comes into effect on the date that you click ‘I ACCEPT’ and terminates upon delivery of the Report.
6.2 Except as otherwise permitted by these Terms, upon termination of these Terms Scorch shall cease all use of Your Materials except for copies retained through ordinary backup measures and as required by law.
7.1 It is expressly understood and agreed by you that any conclusions and/or recommendations in the Report are solely and exclusively an opinion of Scorch based on variable assumptions and constitute a single factor to be considered by you. You acknowledge that you will be solely responsible for the consequences of any action taken by it based on the contents of the Report or pursuant to your interpretation of the contents of the Report. You agree that in no event will Scorch be liable for any loss or damage whatsoever with respect to any conclusions and/or recommendations made by Scorch.
7.2 To the maximum extent permitted by law, Scorch shall not be liable for any:
a. loss of actual or anticipated income or profits;
b. loss of contracts or business;
c. loss of reputation or goodwill; or
d. special, indirect or consequential loss or damage of any kind,
howsoever arising in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, breach of data privacy laws (including without limitation the Privacy Act) or otherwise, and including under the indemnity obligations under these Terms.
7.3 The maximum extent permitted by law, the maximum aggregate liability of Scorch to you under or in connection with these Terms, whether in contract, tort (including negligence) breach of statutory duty, breach of data privacy laws (including without limitation the Privacy Act) or otherwise (including under the indemnity obligations under these Terms), shall not exceed an amount equal to one hundred Australian Dollars (AUD$100).
8.1 Each party undertakes that it will keep confidential and not at any time hereafter use or disclose to any person, except: (i) to its professional representatives and advisors; (ii) in the case of Scorch only, to its Scorch Affiliates, sub-licensees or sub-contractors (including, without limitation, business process outsourcing services providers); or (iii) as may be required by law or any legal or regulatory authority, the contents or existence of these Terms or any trade secrets, business ideas, market opinions, media rates, information and/or Material concerning the business or affairs of the other party (or any other information of a confidential nature which is designated as such by such other party) which may have or may in the future come to its knowledge (“Confidential Information”).
8.2 Neither party shall use Confidential Information except for the performance of or as licensed under these Terms or make any announcement relating to these Terms or its subject matter without the prior written approval of the other party.
8.3 Except as otherwise permitted by these Terms, no Intellectual Property Rights are marked, implied or granted as Confidential Information.
8.4 These confidentiality obligations shall not apply to any Confidential Information that: (i) is or becomes part of the public domain through no fault of the receiving party; (ii) can be shown by the receiving party to the disclosing party’s reasonable satisfaction to have been known to the receiving party prior to the disclosure by the disclosing party without any obligation to keep such Confidential Information confidential; (iii) is required by law or any governmental or other regulatory authority to be disclosed or by the order of a court of competent jurisdiction; or (iv) is independently developed by the receiving party without any breach of these Terms as evidenced by written records.
9. DATA PRIVACY
You consent to Scorch using the contact details provided to contact you in relation to the Report and related services that Scorch may offer from time to time. You may opt out of future communications by emailing firstname.lastname@example.org, requesting to unsubscribe in response to received communications, or using unsubscribe links in received emails.
To the extent that one party (“Data Supplier”) passes to the other party (“Data Receiver”) any Personal Information (as defined in the Privacy Act) pursuant to these Terms:
9.1 The Data Supplier represents and warrants that:
a. it has notified the individuals of the circumstances and purposes of collection or has obtained such permissions and consents required to enable both parties to use, disclose or transfer such Personal Information (including disclosure and transfers to third parties as required to provide the Services and transfers to territories outside of the Territory) in connection with the Services and any other purposes as stipulated in these Terms; and
b. if the Data Supplier receives any requests as described in 9.2(c) below which may be relevant to the Data Receiver, it shall notify the Data Receiver of any such requests in a timely manner.
9.2 The Data Receiver agrees that it shall:
a. process the Personal Information in accordance with Data Supplier’s reasonable instructions;
b. provide reasonable assistance to Data Supplier to respond to a data subject’s request to correct an error or omission in Personal Information or to withdraw consent to the collection, use or disclosure of Personal Information under these Terms;
c. provide reasonable assistance to Data Supplier to respond to an access request submitted by a data subject (whether received directly or indirectly through Data Supplier) in accordance with the Privacy Act; and
d. take all appropriate steps to implement and maintain reasonable security arrangements for the protection of Personal Information in accordance with the Privacy Act.
10.1 These Terms (and any and all disputes arising out of or in connection with these Terms (including without limitation any alleged breach, or challenge to the validity or enforceability, of these Terms or any provision hereof)) shall be subject to the laws of the state of Victoria and the Commonwealth of Australia.