1 Definitions and Interpretation

In this Agreement, the following words have their corresponding meanings

Agreement / Terms and Conditions means the Client’s agreement with Jove Pte. Ltd. as contained in this document (as may be modified from time to time).

Facebook / Facebook Ads Manager / Facebook Ads Management / Facebook Ads means Facebook and Facebook Ads Management except to the extent that the Client has specifically instructed Jove Pte. Ltd. (and Jove Pte. Ltd. has agreed to) manage the Client’s account in relation to other social media platforms in addition to (or in substitution of) Facebook.

I, You, Your / Account Holder, Client means the person or company named as the client in this Agreement and (where applicable) the website or business that the Client has authority over.

We, Us / itarget.one (Jove Pte. Ltd.) / Facebook Ads Consultant means the Client’s Facebook Ads Management Team.

2 Engagement of the Company

Jove Pte. Ltd. will provide the Client with ongoing management of Facebook Ad (hereinafter referred to as “Facebook Ads”) as described in this Agreement. The Client gives Jove Pte. Ltd. the complete right to create, adjust and increase Ad spend to grow and scale the Clients campaign. Any specific Ad Spend budget per month must be confirmed to Jove Pte. Ltd. prior to the signing of this contract. The Client must not adjust or alter the Advertising campaigns unless previously discussed and approved by Jove Pte. Ltd.. All Advertisements are performed on a month to month basis, this period starts from when the Advertisements go live. This contract is limited to one Ads Account. Please refer to the full Terms of Conditions of the Facebook Ads Management Service listed in Section Four (4).

3 Nature of Engagement

Jove Pte. Ltd.’s Facebook Ads Services are intended to:

1. Increase exposure on the Facebook platform through the running of Ads
2. To drive targeted online traffic to the website. Jove Pte. Ltd.’s Facebook Ads management will include but not limited to:
– Competitor market research
– Identifying persona models
– Regular A/B and split testing of ad copy and creatives to determine the most successful strategies to increase the profitability of ad performance
– Setting up monitoring basic and advanced tracking for on- and offline events.
– Weekly and monthly reporting, including details of campaign performance and recommendations.
– Overall ad campaign management from start to finish as detailed (but not limited to) the services detailed in Section Four (4).

4 Facebook Ads Services & Conditions

Whilst Jove Pte. Ltd. is managing the Client’s Facebook Ads account, the following terms and conditions apply:

1. By entering this Agreement, the Client gives Jove Pte. Ltd. permission to access the Client’s Facebook Ads & Business account for the purposes of optimisation and management of the Client’s online business.
2. The scope of work includes but is not limited to:
– Upload existing customer data and develop lookalike audiences pools,
– Leverage Facebook’s affinity analysis tool to build target segments,
– Create Facebook ad campaigns with ad copy/creatives (excluding video production),
– Create retargeting audience pools,
– Daily, weekly and monthly optimisation of bids, budgets, audiences, and creatives.
3. Jove Pte. Ltd. Ads Management (with management fees) is a separate service from any and all fees that Facebook will charge the Client. The Client will pay these fees directly to Facebook. Cancellation of the Client’s Jove Pte. Ltd. Facebook Ads management does not automatically stop the Client’s Facebook advertising from running and incurring Facebook Ads fees. Jove Pte. Ltd. will not be liable for any amounts that Facebook Ads charges the Client following the cancellation of the Client’s management with Jove Pte. Ltd.. If the Client wishes to cease advertising online at the same time that the Client cancels its Jove Pte. Ltd. management, please notify your Client Manager in writing so that Jove Pte. Ltd. can cancel the Client’s Facebook Ads online advertising as well. Alternatively, the Client may choose to directly access its own Facebook Ads account to arrange cancellation.
4. For clarity, please note that Jove Pte. Ltd. is not Facebook, Facebook Business or Facebook Ads Manager. Jove Pte. Ltd. is a separate entity from Facebook.
5. Jove Pte. Ltd. will endeavour to help the Client obtain the Client’s online Facebook advertising goals by providing the Client with advice, information and technical services in relation to Facebook advertising/marketing. Unless specifically stated to the contrary in this Agreement, Jove Pte. Ltd. does not guarantee any particular rate of return or performance of any online advertising on Facebook Ads (including but not limited to any particular ads metrics). Jove Pte. Ltd. cannot be held responsible for commercial outcomes which are associated with the Internet and Facebook marketing or management of the Client’s Facebook Ads account for the Client’s business and/or websites.
6. Jove Pte. Ltd. is providing a social media marketing service for a competitive price. Jove Pte. Ltd. is not insuring or underwriting the Client’s chosen business model. The Client acknowledges that services are inherently subject to technical failures and disruptions from time to time.

5 Fees, Payments & Consideration

5.1 General Costs

1. The Initial Setup (if applicable) is payable in full before the setup of the Client’s Facebook Ads account(s) will begin (unless otherwise agreed in writing).
2. The Management Fee for the Client’s Facebook Ads account will be charged in advance on a monthly basis (unless otherwise agreed in writing).
3. Jove Pte. Ltd. will invoice the Client at the beginning of each month for the agreed Management Fee, with payment due on the 5th of each month (unless otherwise agreed in writing).
4. Jove Pte. Ltd. reserves the right to stop managing the Client’s Facebook Ads account and terminate this Agreement by written (or electronic mail) notice to the Client. If this occurs, the Client’s monthly management fee will stop immediately and no further payments will be charged. A minimum notice period of 30 days applies.
5. The Client can also cancel our Facebook Ads Management services by written (or email) notice to us. A minimum notice period of 30 days applies.
6. Upon cancelling our Facebook Ads Management services, all amounts owing to Jove Pte. Ltd. will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation (unless otherwise agreed in writing). There will be no prorated refunds on the monthly Management Fees already paid.
7. All prices quoted on our website including emails and proposals are in USD.
8. Jove Pte. Ltd. reserves the right to engage a debt collection service at the Client’s expense if there are any unpaid invoices overdue by 30 days.

5.2 Additional Costs

The Client agrees to reimburse Jove Pte. Ltd. for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, designing graphical ads, purchase of third-party software, stock photographs, fonts, domain name registration, web hosting or any other comparable expenses. These extra add-ons have to be paid by the due date as specified on the invoice. Additional costs are to be agreed upon prior to commencement of out-of-scope work.

6 Intellectual Property & Copyright

6.1 Intellectual Property

All creation files remain the property of Jove Pte. Ltd. and its partners unless otherwise agreed in writing.
Jove Pte. Ltd. retains the Copyright in and the right to use all artwork created in advancing the profile of Jove Pte. Ltd. and to be recognised for artwork created by Jove Pte. Ltd. unless otherwise agreed.
Jove Pte. Ltd. shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from the Client’s Web Page unless specifically agreed otherwise. Further, Jove Pte. Ltd. shall be free to use any ideas, concepts, know-how or techniques acquired in the construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
Jove Pte. Ltd. observes Privacy Laws and Guidelines relating to personal data.

6.2 Copyright

To the extent that Copyright subsists in any text that Jove Pte. Ltd. creates for the Client’s Facebook Ads account/s pursuant to this Agreement; Jove Pte. Ltd. assigns copyright in such text to the Client. For the avoidance of doubt, this clause does not assign copyright in any other materials that Jove Pte. Ltd. may create for the Client outside the scope of this Agreement.

7 Company’s Warranties and Indemnity

The following Company’s warranties and indemnities (including but not limited to) apply:

1. Jove Pte. Ltd. warrants that it will provide the Services as stipulated in the Agreement using reasonable care and skill to conform in all material respects with the Terms & Conditions.
2. Jove Pte. Ltd. shall use all reasonable endeavours to meet any performance dates specified in the Agreement but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. Jove Pte. Ltd. shall not be liable for any delay in the delivery of the Services caused by a Force Majeure event or the Client’s failure to provide Jove Pte. Ltd. with adequate delivery instructions or any other instructions relevant to the supply of the Services. Force Majeure details listed in Section Eight (8).
3. Jove Pte. Ltd. shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4. Jove Pte. Ltd. shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that Jove Pte. Ltd. shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

8 Force Majeure

Jove Pte. Ltd. will not be liable to the Client for any delay or failure to fulfil its obligation to the extent that such delay or failure is caused beyond its control, including but not limited to, fire floods, natural disasters, terrorism, wars, strikes, lockouts and industrial disputes.

9 Client’s Warranties and Indemnity

The Client warrants that everything it provides Jove Pte. Ltd. to employ in the Facebook Ads campaign is legally owned or licensed to the Client. The Client agrees that except to the extent caused by the gross negligence, fraudulent act or omission or wilful breach of this agreement by Jove Pte. Ltd., and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to the client or its clients, officers and employees or contractors or any other entity for any Claims whatsoever:

1. In relation to the provision or non-provision of the Services or arising from any act or omission by Jove Pte. Ltd. relating to the Services;

2. Arising from any act or omission of any third party, including the unavailability or performance of any social media platform, relevant internet interface or database or the listing or ranking of any of the client’s websites;

3. In relation to the use by the Client (or its officers, employees, agents or contractors) of any Documents;

4. In the event that any transaction contemplated by the Client does not proceed; or

5. In relation to acts or omissions of the client or any third party,

6. And the client shall and hereby does indemnify and hold Jove Pte. Ltd. and its officers, employees and contractors harmless from all such Claims. In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums).

7. Any information given by the Client that is not accurate, up to date or complete or is otherwise misleading,
8. Any breach of these Terms, or
9. Any damage to the reputation of the Client suffered as a consequence of the Client’s breach of the Terms

10 Confidentiality

The Client and Jove Pte. Ltd. acknowledge and agree that the Services and all other documents and information related to the development of the Facebook Ads campaign(s) will constitute valuable trade secrets of Jove Pte. Ltd.. The Client shall keep all information in confidence and shall not, at any time during or after the term of this Agreement, without Jove Pte. Ltd.’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the information exchanged during the Service.

11 Termination

11.1 Period of Agreement & Notice of Termination

Either party may terminate this Agreement by giving each other 30 days’ written (or electronic mail) notice after the expiry of the Minimum Term from the Agreement Date.

11.2 Termination for Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

Any non-cancelable materials, services, etc., Jove Pte. Ltd. has properly committed itself to purchase for the Client’s account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by the Client, in accordance with the provisions of this Agreement. Jove Pte. Ltd. agrees to use the best efforts to minimise such liabilities immediately upon written notification from the Client. Jove Pte. Ltd. will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.

11.3 Materials Unpaid For

If upon termination there exist any materials furnished by Jove Pte. Ltd. or any services performed by Jove Pte. Ltd. for which the Client has not paid Jove Pte. Ltd. in full, until such time as the Client has paid Jove Pte. Ltd. in full, the Client agrees not to use any such materials, in whole or in part, or the product of such services.

11.4 Transfer of Materials

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to Jove Pte. Ltd., Jove Pte. Ltd. shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for all costs associated with the transfer of materials.

11.5 Refund Policy & Consequential Loss

To the extent permitted by law and subject to any consumer guarantees the Client has under the Singapore Consumer Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.

12 Nature of the Agreement

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

13 Severance

If the whole or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in a jurisdiction then such part shall be severed for that jurisdiction. The remainder of the Terms and Conditions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.

14 Notices

All notices addressed to Jove Pte. Ltd. must be sent by electronic mail unless otherwise agreed upon by all parties in this Agreement.
A minimum notice period of 30 days applies items including but not limited to refunds, cancellations, revisions and alterations agreed upon by all parties in the Agreement.

15 Alternative Dispute Resolution

Any dispute will be subject to the laws of Singapore.

16 Law and Jurisdiction

These Terms and Conditions are governed by the law in force in Singapore, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore.

17 Acceptance:

Both Client and Company must sign the Facebook Ads Management Agreement to accept and engage our Adwords Management Service