By signing an Insertion Order with carsales for services which enable the Advertiser to receive SEM services (e.g. “SEM – Search”, “SEM – GDN” or “SEM – YouTube”) (“SEM Services”), the Advertiser agrees to the following additional terms and conditions (“Terms”). These Terms are supplemental to the Advertising Service Terms and Conditions referenced in the Insertion Order (and any other applicable incorporated terms)- and any other contracts it may have entered into governing the advertising services.
1. DEFINITIONS
(A) In these Terms, the following definitions apply:
(i) “Advertiser Website” means the website or websites at which the Advertiser principally carries on business; and
(ii) “SEM” means Search Engine Marketing, being the process of advertising through paid placements (e.g. on a search engine results page).
(B) Any other capitalised terms not defined in these Terms will have the corresponding meaning given to those terms in the Advertising Service Terms and Conditions.
2. SEM CAMPAIGN SERVICES
(A) The Advertiser:
(i) will provide all access to the Advertiser Website (and any back-end of the Advertiser Website) that is reasonably necessary for carsales to provide the SEM Services;
(ii) will provide all assistance necessary and take such action as reasonably required by carsales to make changes requested by carsales for the purposes of optimisation, SEM or generally for the purposes of providing the SEM Services;
(iii) authorises carsales to engage with any third parties on behalf of the Advertiser for the purposes of providing the SEM Services;
(iv) will make available to carsales access to any existing website traffic statistics in relation to the Advertiser Website for analysis and tracking purposes;
(v) will provide an email address for the purposes of requesting links;
(vi) provides an irrevocable, royalty free, worldwide, license to carsales to use any of the Advertiser’s logos, images, trademarks, content or other material for any use reasonably deemed necessary by carsales for SEM purposes;
(vii) will provide any additional content reasonably requested by carsales for the purposes of optimising the Advertiser Website; and
(viii) agrees to comply with any relevant terms and conditions published by search engine providers such as Google and any applicable search engine provider policies (or any other search engine terms and conditions and policies).
(B) The Advertiser acknowledges that carsales has no control over the policies of search engines (such as Google or others) regarding the type of sites or content, or how those search engines will index results, now or in the future. The search engine may exclude the Advertiser Website at any time at the search engine’s sole discretion and carsales cannot be held liable in those circumstances.
(C) carsales does not make any representation or warranty in relation to the results of any SEM campaign conducted under these Terms including but not limited to traffic levels, ad positions, CPC (Cost per Click), CTR (Click Through Rate), etc. SEM results can be impacted by a range of factors including but not limited to the competitiveness of keywords/phrases, changes in search engine ranking algorithms, seasonality and other factors.
(D) carsales will not be responsible for any negative impact on the Advertiser Site rankings which is a result of:
(i) Search Engine Optimisation (SEO) activities which the Advertiser undertakes independently or through engaging any third party. For example, carsales will not be responsible for the Advertiser’s choice to link to or obtain a link from any particular website or engage in any link building practices without prior consultation; and
(ii) any changes to the Advertiser Site which the Advertiser undertakes independently or through engaging a third party.
(E) The Advertiser acknowledges that the Fee for the Advertising Services provided under these Terms includes a management fee over the cost of the purchase of search engine inventory.
(F) The Advertiser acknowledges that:
(i) to the extent it requires any support for the Advertising Services provided by carsales under these Terms, it will contact carsales and will not communicate directly with the search engine provider;
(ii) where carsales provides any reporting to the Advertiser in relation to impressions, clicks, spend or any other metrics or statistics (where available), this information is provided by the search engine provider and carsales takes no responsibility for the accuracy or completeness of that information;
(iii) the search engine provider may contact the Advertiser directly for the purposes of assessing the services provided by carsales; and
(iv) carsales is a reseller of search engine inventory such as Google Adwords only and, to the extent permitted under applicable law, excludes any liability in relation to those products incurred by the Advertiser or any third party.
(G) Initial set up includes analysis and recommendation on keywords, creative and landing page URLs for the campaign. Campaign management by carsales includes monitoring performance and managing the campaign budget across the agreed term. Monthly reporting includes traffic numbers.
(H) Any unused budget in a given month will be applied to subsequent months of the agreed term, so that the total budgeted media spend will be utilised by the end of the campaign period (unless specified to the contrary in the relevant Insertion Order).
(I) The Advertiser acknowledges and agrees that carsales makes no representation or warranty with respect to the continuous accessibility or availability of any website or network operated by a third party (e.g. the Google Display Network), or the number of Impressions, click throughs or like metrics. As the performance of metrics depends on a wide range of factors, any general forecasts regarding such metrics are provided by carsales for information purposes only and carsales makes no representations or warranties as to their accuracy unless otherwise stated by carsales.
(J) Results for the number of Impressions will be determined in carsales’ reasonable discretion and results from the Advertiser or any third party provider will not be accepted for the purposes of determining any results.
(K) The Advertiser acknowledges and agrees, to the extent permitted under applicable law, that:
(i) carsales’ ability to provide the SEM Services is dependent upon the Advertiser, Google (as operator of the relevant third-party platforms, e.g. the Google Display Network) and other third parties performing their obligations. If carsales is unable to provide the SEM Services as a direct or indirect result of any act or omission of the Advertiser or any third party or any other event outside carsales’ control, the Advertiser will have no remedy against carsales in relation to any delay or any failure to provide the SEM Services except for statutory remedies and will be required to pay the Fees because the inventory has been reserved for the Advertiser;
(ii) while every endeavour will be made to publish the Advertiser’s Ad as set out in this Agreement, carsales will not (other than as expressly set out in this Agreement) be liable for any error in an Ad or omission or failure to publish the Ad in the form ordered; and
(iii) carsales is not responsible for any aspect of the Advertiser’s or any third-party’s website(s) including whether any information is current and accurate and whether the Advertiser or any third party has all necessary rights in relation to the information on those websites.
(L) Without limiting any terms of the Advertising Service Terms and Conditions, the Advertiser warrants to carsales that it is fully authorised to publish and authorise carsales to publish (and authorise others to publish) on its behalf the Advertiser’s Ad and all relevant Advertising Material in accordance with these Terms.
(M) The Advertiser must comply with all applicable laws and regulations in relation to its use of the Advertising Services.
3. SEM – SEARCH
(A) This clause applies if any “SEM – Search” services are provided as part of the Advertising Services.
(B) Subject to the Advertiser’s compliance with these Terms, carsales will use its best endeavours to provide the following services:
(i) SEM search campaign based on relevant terms geographically targeted to the Advertiser’s location.
(ii) Ad serving, account management and monthly reporting.
4. SEM – GOOGLE DISPLAY NETWORK (GDN)
(A) This clause applies if any “SEM – Google Display Network” services are provided as part of the Advertising Services.
(B) Subject to the Advertiser’s compliance with these Terms, carsales will use its best endeavours to facilitate the publishing of the Advertiser’s Ad via the Google Display Network and provide the off-network retargeting services provided via the Google Display Network in accordance with these Terms.
(C) The Advertiser may cancel an Ad under this clause on written notice to carsales, no later than 30 days prior to the first day of publication of the Ad. The Advertiser will incur the full Fees relating to the Ad where the Ad is cancelled with less than 30 days’ written notice.
5. SEM – YOUTUBE
(A) This clause applies if any “SEM – YouTube” services are provided as part of the Advertising Services.
(B) The following definitions apply:
(i) “Advertiser Video” means a video supplied by the Advertiser for the purposes of advertising an item or the Advertiser’s business; and
(ii) “Video Rules” means the set of rules entitled “Video Upload Rules” and hosted at https://help.carsales.com.au/hc/en-gb/articles/360023045972-Video-upload-rules.
(C) Subject to the Advertiser’s compliance with these Terms, carsales will use its best endeavours to provide the following services:
(i) SEM YouTube campaign based on the Advertiser’s produced video content which has been uploaded to the Advertiser’s YouTube channel.
(ii) Ad serving, account management and monthly reporting.
(D) The Advertiser may cancel an Ad under this clause on written notice to carsales, not later than 30 days prior to the first day of publication of the Ad. The Advertiser will incur the full Fees relating to the Ad where the Ad is cancelled with less than 30 days’ written notice.
(E) The Advertiser must provide the Advertiser Video to carsales.
(F) The Advertiser must comply with the Video Rules at all times.
(G) For the avoidance of doubt, the Advertiser must ensure that the Advertiser Video complies with all of the relevant requirements that apply to Advertising Material set out in the Advertising Service Terms and Conditions. The Advertiser must also not include any branding or watermark in an Advertiser Video.
(H) Without limiting paragraph (G) above and any other provisions in the Advertising Service Terms & Conditions, the Advertiser warrants that:
(i) it has obtained all necessary prior consents from videographic subjects (e.g. staff or talent, whether appearing in person or by voice) for production and use of the Advertiser Video in accordance with this Agreement;
(ii) it owns or is licensed to use all necessary intellectual property rights in all content contained within the Advertiser Video (including any background music); and
(iii) the publishing and use by carsales of the Advertiser Video in accordance with the terms of this Agreement will not infringe any third party rights.
(I) Nothing in this clause operates to transfer any intellectual property rights in Advertiser Videos to carsales. However, by submitting an Advertiser Video to carsales, the Advertiser grants a perpetual and irrevocable licence to carsales to:
(i) publish the Advertiser Video on any website, or other online or print based media, for the purpose of providing the relevant Advertising Services; and
(ii) use, copy, distribute, edit and publish the Advertiser Video for any other related purpose, including for carsales’ own marketing purposes.
(J) carsales:
(i) has reasonable editorial control in relation to an Advertiser Video including watermarking, data purification and augmentation; and
(ii) except as required under applicable law, will not be liable for error, misplacement, amendment, and/or omission in relation to any Advertiser Video.