Understory Search Ads Terms
1. Introduction
1.1 This order form governs the relationship between Understory A/S ("Understory") and its customers ("Customer") regarding the provision of Google Ads management services ("Search Ads").
1.2 By accepting this order form within Understory's platform or by signature, the Customer agrees to the terms outlined below (Terms & Conditions). This order form is governed by the Master Service Agreement (MSA).
2. Services
2.1 Understory provides management of Google Ads search campaigns, including account and campaign setup, keyword and ad management, tracking, monitoring, optimization, and reporting.
2.2 Understory will have access to, and may create and manage, the Customer's Google Ads account and related assets as required to perform the services effectively.
2.3 The Customer provides the information, access, and approvals reasonably required for setup and ongoing management.
2.4 Activation review: Understory may review the Customer's fit for the service before activation, including for customers who sign before their storefront is live, and may decline to activate the service at its sole discretion. If Understory declines before activation, no fees are charged under this Order Form, and it lapses.
3. Payment & Pricing
3.1 The Customer agrees to pay a fixed monthly fee for the Google Ads management services.
3.2 The service requires a minimum monthly advertising spend per plan at €100 for Branded, and €150 for Smart. The Customer sets its budget at or above this minimum. Where spend falls below the minimum, Understory may pause the service or terminate this Order Form.
3.3 Advertising spend is funded by the Customer. Understory fronts the ad spend and re-invoices it monthly in arrears as a pass-through, converted to the Customer's billing currency where applicable, plus a 3% fee to cover the costs Understory incurs in settling the spend with Google.
3.4 Failure to make timely payments results in the suspension of services.
4. Commitment & Cancellation
4.1 To provide the best conditions for performance optimization, the Customer commits to a minimum engagement period of three (3) months.
4.2 After the initial 3-month period, the subscription can be stopped at the end of the current billing period.
4.3 This Order Form may be cancelled independently by the Customer following the minimum commitment period, by providing written notice to info@understory.io. Cancellation of this Order Form does not affect the MSA or any other active Order Form with Understory.
4.4 Understory reserves the right, at its sole discretion, to suspend or terminate the agreement immediately if the Customer breaches these Terms & Conditions, misuses the services, fails to comply with applicable laws or platform policies, or if Understory reasonably determines that the Customer's actions may expose Understory, its partners, or advertising platforms to legal, financial, reputational, or operational risk.
5. Liability & Performance Disclaimer
5.1 Understory will use its expertise to set up, optimize, and manage advertising campaigns to the best of its ability. Advertising performance depends on multiple factors, including platform algorithms, search volume, market conditions, and audience behavior, and Understory is not liable in any way based on performance or any other direct or indirect causes of the advertising.
5.2 Understory does not guarantee specific results, including impressions, clicks, bookings, revenue, lead generation, or conversion rates, but will strive to achieve the best possible outcome for the Customer.
5.3 Understory will provide services in a professional manner and in compliance with applicable laws.
5.4 Understory is not responsible for indirect losses, including but not limited to lost revenue, missed opportunities, or platform-related disruptions, including account suspensions or ad disapprovals decided by the advertising platform.
5.5 Attribution of revenue is done according to best practices, following, to the degree applicable, recommendations and standards from the ad platform(s).
6. Ownership & Data Usage
6.1 The Customer retains ownership of its advertising accounts, brand assets and materials provided to Understory. Campaign structures, settings and methodology applied by Understory reflect Understory's know-how, and Understory may reuse aggregated, non-identifying learnings across its services.
6.2 Understory may use anonymized performance data for reporting, marketing and optimization purposes.
7. Modifications to Terms
7.1 Understory may update these Terms & Conditions in accordance with the MSA’s rules on changes. Customers will be notified of significant changes.
7.2 Continued use of Understory's services after modifications implies acceptance of the updated Terms & Conditions.