Paid Media and Digital Marketing Services - Terms & Conditions
NB: The definitions contained in the Juno Retail Retainer Contracts - Terms &
Conditions will apply to this Schedule.
1.1 We shall:
(a) provide the Services to include those set out in Part 2;
(b) comply with your information and IT security measures as
communicated to us when performing the Services;
(c) comply with the Brand Guidelines;
(d) perform the Services set out in Part 2,
all in accordance with the terms of this Agreement and any other instructions
provided by you with the objective of enhancing and optimising the rankings
and prominence of each Website in the results pages of Internet search
1.2 You acknowledge and agree that we do not guarantee first position or consistent
top ten positions for any particular keyword, phrase or search term as it is
solely at the discretion of the search engines themselves to list a Website.
1.3 You acknowledge that we have no control over the policies of search engines
with respect to the type of Websites and/or content that they accept or the way
in which Websites are ranked, either now or in the future. As a result search
(a) stop accepting submissions from us for an indefinite period of time
with or without notice; or
(b) cease to list a Website at its discretion. However, should a Website
not reappear within thirty (30) days of it not being listed then we will
re-optimise the applicable Website based on the current policies
of the relevant search engine at a cost to be agreed between
and we shall not be liable to you for any such actions of search engines.
1.4 We are not responsible for changes made to the Website by:
(a) other parties; or
(b) you, should you choose to link to or obtain a link from a particular
Website without prior consultation with us, which adversely affects the
search engine rankings of the Website.
1.5 Ownership and Access to Accounts: Any accounts established for the purpose
of paid media services, including but not limited to Google Ads and Facebook
Business Manager, will unequivocally be owned by the Client. Juno will require access
to these accounts, with the primary objective of managing and implementing paid
2. CLIENT OBLIGATIONS
Solely for the purposes of us providing the Services, you agree to provide the
(a) administrative or back-end access to the Website for analysis of its
content and structure;
(b) permission for us to make changes to the Website for the
purpose of optimisation;
(c) permission for us to communicate directly with any applicable
third parties connected with the Website (for example, your web
designer) in order to provide the Services;
(d) access to existing Website traffic statistics for the purpose of analysis
and tracking; and
(e) where the Website is lacking in textual content, you will provide
additional copy content in electronic format for the purpose of creating
additional web pages or improving the richness of content.
(f) Ad creatives: Unless otherwise agreed upon, the Client will be
responsible for supplying all creative materials necessary for the
execution of their media campaign. This includes but is not limited to
images, videos, logos, brand guidelines, and any other required
graphic elements or content. That being the case, the Client should
be aware of their responsibility to deliver the agreed assets by deadlines
provided in advance of campaign creation. The failure to do so is likely
to impact the campaign's success. If agreed in the Service
Agreement, Juno can provide creative services to the Client. This
includes conceptualising, designing, and producing creative materials
for the media campaign. The terms, costs, and delivery timeline for
these creative services will be outlined separately in the Service
(g) Ad Copy: Juno will assist in the creation of ad copy for the media
campaigns. This includes drafting engaging, persuasive copy that
aligns with the Client’s brand voice and adheres to the platform's
character limits and other guidelines. The Client retains final approval
authority over all ad copy. Juno will provide drafts of all ad copy to the
Client for review and approval before any ads go live. The Client is
responsible for promptly reviewing and approving ad copy to avoid
any delays in launching or adjusting the media campaign. If the Client
requests any changes to the ad copy, Juno will promptly make the
necessary adjustments and resubmit for approval.
(h) Third-Party Platforms: Juno's services under this agreement, involve
managing the Client's campaigns on various third-party platforms.
That includes but isn’t limited to, Google Ads, Facebook Ads
Manager and other digital advertising platforms ("Third-Party
Platforms"). Juno will commit to operating with best practices and
make every reasonable effort to manage and optimise the Client's
campaigns on these Third-Party Platforms, with the clients’
understanding that such platforms are independent entities and Juno
does not have any direct control over them. Therefore, Juno cannot
be held responsible for issues arising out of the actions or failures of
these Third-Party Platforms.
Part 2 Digital Marketing Services
1. Paid Media Audit & Benchmark
We will provide the following, non-exhaustive list of services relating to a
paid media audit and benchmark report:
(a) Review of the current paid advertising setup, campaigns, copy,
audiences, segmentation, URLs, calls to action, tracking and goals;
(b) Production of a prioritised list of both onsite and offsite
recommendations which will need to be carried out either by the
Client, a third-party agency or by Juno;
(c) A benchmark report will be created detailing the current paid media
statistics, to which monthly stats will be added going forward in order
to monitor campaign performance and seasonal trends.
2. Keyword Research Report
This provides a list of keywords that can bring the highest volume of relevant
traffic to the Website along with their search volume. It will also benchmark the
Website position within search engines at the start of a campaign.
3. SEM (Search Engine Management) Analysis & Reporting
We will continuously monitor the effectiveness of our SEM campaign and send
you traffic and rankings reports monthly, if required under an agreed upon
Specification, which should be documented and included in the Proposal.
4. Pay Per Click Campaign Management (Paid Media)
We will monitor and amend the Pay per Click (PPC) campaign in order to
improve the click-through rate, in turn improving traffic and the campaign
conversion rate and ultimately increasing ROI.
The service of paid media includes services related to Search Engine
Marketing (SEM), Social Media Advertising, Display Advertising, Video
Advertising, Programmatic or any other form of digital advertising which
involves a media budget.
4.1 Service Agreement: Juno will manage the Client's media buying using a
detailed media plan agreed with the Client, outlining the strategy, target
audience and media channels. Juno will then deploy and manage media buys
on behalf of the Client, adhering strictly to the media plan.
4.2 Media Budget: The client will provide a monthly media budget to Juno, for
deployment across the agreed-upon channels. This budget will be separate and
in addition to the monthly retainer for Juno's services. The media budget is
exclusively for the purchase of media and will not include Juno's fees for
management or execution.
4.3 Reporting and Metrics: Juno will provide a monthly report detailing the
performance of the paid media campaigns. The standard agreement includes
01 (one) detailed report per month. This will include metrics such as
impressions, clicks, cost-per-click, conversion rate, and any other agreed-upon
Key Performance Indicators (KPIs).
Any additional reports will require an increase in the monthly hours purchased
by the Client
4.4 Overspending of Media Budget: Juno strictly adheres to the client's media
budget, but in the event of overspending due to fluctuating ad costs, technical
issues or human error, specific conditions apply. If the overspending is proven
to be Juno's liability, it will cover the excess. However, if the overspending is
due to uncontrollable factors, such as unexpected advertising cost increases or
platform glitches, and provided Juno has informed the client promptly, the client
will be responsible for covering the excess. Juno pledges to immediately notify
the client of potential or actual overspending and subsequent steps may involve
altering the campaign strategy, downsizing said campaign, or increasing the
5. Digital Taxes
The Customer is accountable for all Digital Service Taxes levied directly by
third-party suppliers, including but not limited to those applied by Google Ads.
6. Customers must provide their own payment method
Customers are fully responsible for managing their own expenditures, including
providing payment methods for any advertising costs. Prior to initiating any
campaigns, the Client and Juno will agree upon a budget and outline this in a
detailed media plan.
7. No guarantee of results
Juno pledges to use its expertise and best practices to optimise the Client's
campaigns in paid media, but cannot guarantee specific outcomes such as a set
number of impressions, clicks, conversions, or a particular return on ad spend.
Given the unpredictable nature of paid media, influenced by factors like market
trends, consumer behaviour, competition and platform algorithms, the Client
acknowledges that Juno's forecasts are estimates and not performance
guarantees. Juno will strive to achieve the Client's objectives and optimise the
media budget, yet it cannot be held accountable for failing to meet any specific
campaign outcomes. The Client recognises that successful paid media
campaigns often necessitate a cycle of testing, learning, and optimisation, and
is committed to collaborating with Juno in this process.