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Template | GMC Contract (Standard Campaign) | DEC 2025

From FAQ-Off, the Calibre9 knowledge base

ISSUED ON:

___ / ___ / ___

ISSUED BY:

Lance Peach

This Google Merchant Center Optimisation Agreement ("Agreement") is made and entered into as of the Effective Date by and between:

Parties:

> Calibre Nine Pty Ltd (ACN 632 798 317) trading as Calibre Nine (“Service Provider”)

> ______________________ (ABN _______________) (“Client”)

Recitals:

The Client wishes for Calibre Nine to provide Google Merchant Center services ( GMC Services ) as agreed in this Agreement in respect of the Client’s website: https://_________________/ (the website)

Effective Date: ___ / ___ / ___

1. DEFINITIONS
In this Agreement:
1.1 “Applicable Law” means applicable laws (including common law, equity and statutory laws), including but not limited to the requirements imposed under: the Corporations Act 2001 (Cth), Australian Information Commissioner Act 2010 (Cth)), the ACICA Arbitration Rules, the Privacy Act 1988 (Cth) and any other statue relevant to this Agreement.
1.2 “GMC” or "Merchant Center" means Google Merchant Center, the platform where product feeds are uploaded and managed, and where the Client’s Google Shopping presence is optimised.
1.3 “CMS” means Content Management System, a software platform that allows users to create, manage, and modify digital content on a website.
1.4 “DFW” means DataFeedWatch, a third-party tool used for product feed management.
1.5 "Effective Date" means the date on which this Agreement is signed by both parties.
1.6 "Services" means the Google Merchant Center Optimisation services provided by the Service Provider, as described in Clause 2.
2. SERVICES
2.1 The Service Provider shall provide the following Google Merchant Center Optimisation research and consulting services:
  • Category Keyword and Google Shopping Research – Identifying high-performing category keywords, attributes, and competitive shopping grid landscape.
  • GMC Audit – Reviewing account settings, product feed quality, policy compliance, site technical checks.
  • Merchant Account, Feed, and Site Technical Troubleshooting – Resolving account issues, product feed errors, and relevant technical SEO improvements.
  • Product Feed & Product Schema Optimisations – Enhancing data structure and attributes for improved visibility.
  • Product Information Management (PIM) Optimisation – Refining product attributes and metadata for improved visibility, higher engagement, and LLM optimisation.
  • Add-on Merchant Programs Management – Managing programs such as customer reviews, promotions, and store ratings.
  • Organic Shopping Analytics & Reporting – Providing performance insights and recommendations for improvement.
2.2 The Service Provider warrants that:
  • It will comply with all relevant laws in performing the Services;
  • It will provide the Services with due care and skill and in accordance with generally accepted industry best practice; and
  • It will only use duly trained and skilled personnel in providing the Services.
3. CLIENT OBLIGATIONS
3.1 The Client is responsible for ensuring their product data complies with Google’s policies and guidelines.
3.2 The Client agrees to grant the Service Provider all necessary access permissions to tools and platforms required for the effective provision of the Google Merchant Center services, including but not limited to:
  • Google Merchant Center with Admin or Super Admin access,
  • Google Analytics with Admin access,
  • Google Tag Manager with Admin access and Publish container permissions,
  • Google Search Console with Owner access,
  • Google Ads with User access and Admin permissions,
  • Shopify full collaborator access,
  • Product Review Applications/Tools access
  • PIM & Inventory Management Systems/Tools access
  • Feed Management Tools (DataFeedWatch)
3.3 If the Client has an existing DataFeedWatch (DFW) account, they must either:
  • Initiate a Shop Transfer to the Service Provider’s Agency account, or
  • Grant access via an MCC (Multi-Client) account for proper feed management.
3.4 The Client acknowledges they are responsible for any delays in service delivery resulting directly from failure to provide or maintain the required level of access permissions.
3.5 The Client acknowledges and agrees that failure to grant or maintain the specified access permissions will render the Service Provider unable to perform the contracted services, and such failure will not constitute a breach of contract by the Service Provider.
3.6 The Client acknowledges and agrees to grant permission for the Service Provider to use anonymised data and performance insights from the Client’s Merchant Center campaign (Client Data) for case studies, internal reports and marketing materials unless the Client opts out by providing reasonable notice in writing.
For the avoidance of doubt, Client Data includes:
  • all data, information, text, drawings or other material, in whatever form that information may exist which:
  • are accessed, collected, stored, processed, retrieved, used or generated by the Service Provider in the course of performing this Agreement or otherwise in connection with the Services;
  • are supplied by a Related Body Corporate (as defined under the Corporations Act 2001 (Cth) of Client to the Service Provider under or in connection with this Agreement or the Services; and
  • any Personal Data the Service Provider is provided with, collects or accesses in connection with this Agreement.
4. INTELLECTUAL PROPERTY AND ACCOUNT OWNERSHIP
4.1 All methodologies, frameworks, schema libraries, templates, diagnostic tools, knowledge bases, proprietary systems, processes, feed mapping rules, and know-how of the Service Provider including Research Documentation and Attribute and Values Strategy Mappings within the PIM or the agreed-upon systems included within the overall architecture, and configurations remain the Service Provider’s intellectual property, whether or not incorporated into deliverables.
4.2 The Client may use the deliverables provided under this Agreement for its own business purposes without restriction. However, the Client may not sublicense, resell, or otherwise provide the deliverables to third parties. The Service Provider retains ownership of any pre-existing intellectual property, tools, or templates incorporated into the deliverables.
4.3 The Service Provider acknowledges that access to the tools and platforms (and the associated accounts) needed for the effective provision of the Google Merchant Center services and any other Services under this Agreement remain owned and controlled by the Client in its sole discretion.
4.4 The Client owns all Client Data and all intellectual property rights in the Client Data. The Service Provider agrees and acknowledges that at no time while it is holding or accessing the Client Data or tools and platforms (and the associated accounts) does it have a lien or other security interest over the Client Data, tools and platforms (and associated accounts).
5. FEES, PAYMENTS,
AND ADDITIONAL COSTS
5.1 Fees are as agreed between the parties in the Proposal and outlined below;
Initial Term = AUD $______/pm + GST
Renewal Term = AUD $_______/PM + GST
5.2 The Client acknowledges that a paid CMS or platform solution (e.g. Matrixify) may be required for bulk data handling and transfers, and this cost is not included in the service fee.
5.3 The Client is responsible for any additional costs related to API integrations, CMS updates, or third-party tools and upgrades necessary for the delivery of Services.
5.4 The Service Provider must obtain the Client’s permission to incur any such cost(s) detailed in clauses 5.2 and/or 5.3 above in writing and in advance.
6. SUSPENSION & TERMINATION OF SERVICES
6.1 Suspension for Non-Payment or Breach.
The Service Provider may suspend the Services if the Client fails to make timely payments of any undisputed invoices more than 30 days after the invoice’s due date, and provided the Service Provider has notified the Client in writing of its intent to suspend the Service. The Service Provider is not liable for any loss solely and to the extent such loss arising from such suspension.
6.2 Term: Six-Month Commitment and Automatic Month-to-Month Renewal.
This Agreement commences on the Effective Date and continues for an initial term of six (6) months (the "Initial Term"). At the expiry of the Initial Term, the Agreement will automatically renew on a month-to-month basis (each a “Renewal Term”) unless either party provides thirty (30) days’ prior written notice of termination. All terms and conditions of this Agreement will remain in effect during each Renewal Term unless otherwise agreed in writing by the parties.
6.3 Termination for Clause.
Either party may terminate this Agreement with written notice if the other party commits a material breach and fails to remedy that breach within thirty (30) days after receiving written notice specifying the breach. Either party may terminate immediately upon written notice if the other party becomes insolvent (providing such termination is not stayed by law), engages in unlawful conduct, or presents a material security or compliance risk in relation to the Services.
6.4 Fees on Suspension, Expiry, or Termination.
  • On suspension under clause 6.1, all overdue amounts become immediately payable.
  • On expiry at the end of the Initial Term (where no further agreement is reached under clause 6.2), the Client remains liable for all Fees (including the monthly retainer) through the end of the Initial Term.
  • On termination for cause by the Service Provider (due to Client breach), the Client remains liable for all accrued but unpaid Fees and any agreed expenses up to the effective date of termination.
  • On termination for cause by the Client (due to Service Provider breach), the Client must pay Fees accrued up to the effective date of termination; any prepaid Fees covering the period after termination will be refunded on a pro-rata basis.
  • Any outstanding Fees must be paid within seven (7) days of the effective expiry or termination date, and off-boarding will not commence until payment is received.
6.5 Return of Access.
Upon expiry or termination, account access and materials will be returned in accordance with Clause 4 (Intellectual Property and Account Ownership).
7. CONFIDENTIALITY
7.1 Each party shall keep Confidential Information strictly confidential, not use it except to perform its obligations, and restrict disclosure to those employees or contractors bound by equivalent confidentiality obligations.
7.2 “Confidential Information” includes all non-public business, technical, or financial information disclosed by one party to the other.
7.3 The Service Provider may use Client Data for internal reporting and marketing case studies unless the Client opts out in writing.
8. LIABILITY, WARRANTIES & INSURANCE
8.1 Limitation of Results.
While the Service Provider will apply best practice strategies to optimise rankings, conversions, and revenue, these outcomes are inherently influenced by factors beyond the Service Provider’s control, including, but not limited to, changes in search engine algorithms, fluctuations in market conditions, and client-specific circumstances. As such, the Service Provider cannot and does not guarantee specific results, including improvements in rankings, revenue, or conversions.
8.2 Exclusion of Certain Damages.
Neither party is liable for indirect, incidental, punitive, special, or consequential damages, whether in tort, contract or equity, including but not limited to:
  • Loss of profits, sales, or business opportunities;
  • Corruption or loss of product feed data;
  • Business interruption, or reputational damage, or any diminution in goodwill;
  • Costs incurred for third-party services (e.g., Merchant Center reinstatement, platform recovery),
where, in the case of (a) – (d), although it may have been in the contemplation of the parties at the time they entered into this agreement, is not loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omission.
8.3 Exclusion of Third-Party Platform Liability.
The Service Provider is not responsible for actions taken by Google, PIM systems, or other third-party platforms, including but not limited to:
  • Merchant Center account suspensions, policy enforcement, or feed disapprovals;
  • Algorithm updates or policy changes affecting product visibility; and
  • Downtime, errors, or service disruptions impacting feed performance.
8.4 Exclusion of Liability for Client or Agency Actions.
The Service Provider is not responsible for any performance issues from changes made by the Client or their Ads Agency, including:
  • Edits to product feeds outside the Service Provider’s recommendation;
  • Inaccurate product data;
  • Changes to bidding strategies, ad settings or campaign structures; and
  • Failure to act on the Service Provider’s recommendation leading to suboptimal performance in the Organic Shopping campaign;
8.5 Compliance Responsibility.
The Client acknowledges and agrees that, notwithstanding the Service Provider’s compliance with Google Merchant Center Policies, it does not guarantee against policy violation which may result in product disapprovals, feed suspension or account restriction. The Client acknowledges and agrees that the Client is ultimately responsible for ensuring their website, product data and business practices comply with Google policies.
8.6 Client’s Responsibility for Service Delays.
The Service Provider shall not be liable for any delay, shortfall, or outcome arising from the Client’s failure to implement, allocate budget, secure approvals, or engage third parties. The Client acknowledges that such delays may impact the scope, timelines, and delivery of Services, and the Service Provider will not be responsible for any resulting damages or losses. The Client is responsible for ensuring all necessary implementations, resources, approvals, and third-party engagements are in place for timely execution. In the event of a delay, the Client must promptly notify the Service Provider and take reasonable steps to mitigate the impact. If the delay persists for 30 days, the Service Provider may, at its discretion, adjust the scope and timeline of the Services.
8.7 “As Is” Basis & Disclaimer of Warranties.
The Services are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied. To the extent permitted by law, the Service Provider disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. The Service Provider does not warrant that the Services will meet the Client’s expectations, be uninterrupted, error-free, or free from security breaches or data loss.
8.8 Limitation of Liability.
Except for its indemnification obligations, breach of confidentiality, fraud or wilful misconduct, each party’s aggregate liability under this Agreement shall not exceed the total Fees paid by the Client in the 12 months preceding the claim, excluding any data breach caused by the Client’s systems.
8.9 Professional Indemnity Insurance.
Service Provider will maintain professional indemnity insurance of AUD 1,000,000 during the term of this Agreement.
9. INDEMNIFICATION
9.1 The Client acknowledges and agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all claims, liabilities, damages, losses, and expenses, including but not limited to reasonable legal fees, arising out of or related to:
  • The Client’s non-compliance with Google Merchant Center policies;
  • Third-party intellectual property claims; and
  • The Client’s and/or its personnel’s breach of confidentiality.
9.2 The Service Provider acknowledges and agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, liabilities, damages, losses, and expenses, including but not limited to reasonable legal fees arising out of or relating to:
  • The Service Provider and/or its personnel’s breach of clause 10.2; and
  • The Service Provider and/or its personnel’s breach of confidentiality.
10. DATA INTEGRITY & BACKUP RESPONSIBILITY
10.1 The Client is solely responsible for maintaining backups of its product feed and related data. The Service Provider shall not be liable for any data loss, corruption, or unintended modifications to the extent such loss, corruption or unintended modification is due to Client actions, third-party (other than with the Service Provider) integrations, or Google system errors.
10.2 Where the Service Provider is granted access permissions to the Client’s tools and platforms required for the provision of the Services or Client Data, it must:
  • Restrict access to Service Provider personnel who need to access the tools and platforms in order to fulfil the Service Provider’s obligations under this Agreement;
  • Not disclose Client Data other than to the Service Provider’s employees without Client’s prior written consent;
  • Not store or allow the storage of Client Data outside Australia (except for Client Data sitting within the Google Merchant Centre) and not disclose or allow the disclosure of Client Data to any person outside Australia, without the Client’s prior written consent except with reputable providers, namely namely Open AI, Anthropic, Supabase, Vercel, GitHub, Google Services, and AWS;
  • Ensure that its physical and IT security systems only permit properly authorised Service Provider personnel to access the tools, platforms and Client Data;
  • Not sell, licence or otherwise deal with or commercially exploit any Client Data; and
  • Not alter the Client Data except as required to perform its obligations under this Agreement.
10.3 The Service Provider must, as soon as reasonably practicable from suspecting or becoming aware of any actual or suspected misuse, modification, interference or loss of, accidental or unauthorised access to or data breach involving any Client Data (a Data Security Incident), notify the Client and promptly co-operate and provide all reasonable assistance to Client in any investigation or audit in respect of the Data Security Incident. The Service Provider:
  • Agrees that the Client will be solely responsible for determining whether a Data Security Incident would be likely to result in serious harm to any of the individuals to whom any Personal Data contained in the Client Data the subject of the actual or suspected Data Security Incident relates; and
  • Must not disclose to any third party (including the Information Commissioner as defined in the Australian Information Commissioner Act 2010 (Cth)) the existence or circumstances surrounding any Data Security Incident, without the Client’s prior written approval (not to be unreasonably withheld or delayed).
  • Nothing in this clause prevents the Service Provider from making any notification or communication required by Applicable Law or the relevant authority. Where reasonably practicable and permitted by law, the Service Provider will notify the Client in advance of such communication or, if not practicable, as soon as reasonably possible afterwards.
11. FORCE MAJEURE
11.1 Neither shall be liable for any failure or delay in the performance of its obligations under this Agreement due to events beyond its reasonable control, including but not limited to:
  • Changes in Google policies or algorithms affecting product visibility;
  • Technical failures, server outages, or third-party service disruptions, including but not limited to issues with Google Merchant Center, PIM, product data management platform, or any additional agreed-upon management platforms;
  • Acts of God, natural disasters, earthquakes, floods, fires, pandemics, or extreme weather events;
  • Cyberattacks, security breaches, or other malicious activities affecting the availability of third-party services; and
  • Governmental actions, regulatory changes, embargoes, or trade restrictions that impact the ability to perform service.
11.2 If a Force Majeure event occurs, the affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact of the event.
11.3 If the Force Majeure event continues for a period of sixty (60) days, either party may terminate this Agreement by providing thirty (30) days written notice to the other party.
12. NON-SOLICITATION
12.1 During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to solicit, hire, or contract any employees, agents, or subcontractors of the Service Provider involved in the provision of Services under this Agreement without prior written consent which will not be unreasonably withheld.
13. ASSIGNMENT & CHANGE OF CONTROL
13.1 Neither party may assign this Agreement without the other party’s prior written consent, except to a successor by merger or sale of all or substantially all assets.
13.2 A “Change of Control” shall be deemed an assignment requiring consent, which shall not be unreasonably withheld.
14. PUBLICATION & MARKETING ATTRIBUTION
14.1 The Service Provider may use the other party’s name, logo, or trademarks in any advertising, publicity, or marketing materials unless the Client opts out in writing.
14.2 If the Client publishes or discloses information regarding the Services provided by the Service Provider, the Client shall acknowledge the Service Provider’s role in all such publications and disclosures.
15. CHOICE OF LAW & JURISDICTION
15.1 This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict-of-law principles.
15.2 The parties submit to the exclusive jurisdiction of the courts of Melbourne, Victoria, Australia for any action or proceeding arising out of or relating to this Agreement.
16. DISPUTE RESOLUTION & ARBITRATION
16.1 If any dispute arises out of or relates to this Agreement, the parties shall first attempt in good faith to resolve it through escalation between their respective senior executives.
16.2 If the dispute is not resolved within thirty (30) days of escalation, it shall be referred to and finally resolved by arbitration under the ACICA Arbitration Rules. The seat of arbitration shall be Melbourne, Australia. The tribunal shall consist of one arbitrator, and the language of the arbitration shall be English.
17. TAXES, DUTIES & CURRENCIES
17.1 All Fees are exclusive of GST, duties, levies, and other taxes. The Client shall be responsible for and shall pay any applicable taxes (excluding the Service Provider’s income taxes).
17.2 All invoices and payments shall be in AUD. If the Client elects to pay in another currency, the exchange rate shall be the Reserve Bank of Australia closing rate on the invoice date, and any bank fees or shortfalls shall be borne by the Client.
18. DATA PROTECTION & PRIVACY
18.1 Each party shall comply with its obligations under the Privacy Act 1988 (Cth) and any other applicable data protection laws.
18.2 If the Provider is able to access or processes Personal Data on behalf of the Client (which, for the avoidance of doubt constitutes Client Data), the Service Provider must:
  • Not match or otherwise combine any Personal Data provided to or otherwise accessed by the Service Provider in connection with this Agreement with any other information from any source and not facilitate the identification of any individual whose identity has not been directly disclosed; and
  • Collect, use and disclose the Personal Data only in ways which ensure that it remains under the Client’s effective control.
19. EXPORT CONTROLS & SANCTIONS
19.1 Trade Sanctions and Export Control Compliance.
The Client represents and warrants that neither it nor its ultimate beneficial owners are subject to any trade sanctions or embargoes administered by the UN, EU, UK, or U.S. Treasury Department. The Client further warrants that they are not prohibited from accessing or using the services provided under this Agreement, including but not limited to Google Suites, third-party feed management platforms, product data management systems, E-commerce management CMS, and PIM systems. The Client acknowledges that the services and deliverables (including but not limited to data feeds, reports, or software outputs) provided under this Agreement may be subject to export control and sanctions laws.
19.2 Compliance with Export Control and Sanctions Laws.
Each party agrees to comply with all applicable export control and economic sanctions laws, including those that restrict the provision of digital services, data transfer, or access to online platforms to individuals, entities, or regions subject to sanctions. This includes, but is not limited to, restrictions on data flows, financial transactions, or the processing of customer or business data subject to international sanctions.
20. SERVICE LEVELS, RESPONSE TIMES & SUPPORT
20.1 The Service Provider will respond to support requests Monday–Friday, 9 am–5 pm AEST, excluding public holidays.
20.2 The Service Provider will respond to Critical issues (e.g., product feed down, account suspension, or a site hack affecting feed functionality) within 12 hours, High issues (e.g., major feed errors or significant data discrepancies affecting product visibility) within 24 hours, and Medium/Low issues (e.g., minor feed warnings, non- critical optimisation suggestions, or tracking errors), within 48 hours.
20.3 The Service Provider aims to ensure that the product feed is accessible and fully functional at least 90% of the time each month (27 days out of a 30-day month). If unplanned downtime exceeds this threshold, the Client will be eligible for credits, as outlined in the service agreement.
21. CHANGE ORDERS / SCOPE MANAGEMENT
21.1 Any Services outside the scope set forth in Clause 2 or the agreed-upon Schedule of Works must be requested in writing. The Service Provider will issue a written estimate and updated agreement; no work shall commence until both parties execute a Change Order specifying the revised scope, deliverables, Fees, and timeline.
22. SUBCONTRACTING & THIRD-PARTY TOOLS
22.1 The Service Provider may engage subcontractors to perform Services, but shall remain responsible for their compliance with this Agreement.
22.2 The Client shall maintain active subscriptions and APIs for any third-party tools. The Service Provider is not liable for outages or defects in those tools. Should the Service Provider require access or integration to any APIs, it will comply with the Client’s Third Party Technology Control Standard.
23. AUDIT OBLIGATIONS
23.1 To fulfill the Services and maintain the accuracy, integrity, and performance of the Client’s digital platforms, the Service Provider may periodically review and audit the Client’s website, PIM architecture and systems, GMC account, product feeds (including management logs, rule-based automation, and third-party integrations), and Google Ads structure and campaigns. At least one audit will be performed per calendar year, with additional audits permitted on reasonable notice where the Service Provider identifies or suspects an issue requiring investigation.
24. NOTICES & COMMUNICATIONS
24.1 Method.
All notices under this Agreement must be in writing and delivered by email (with confirmation), registered post, or courier to the addresses set forth below.
Client -
Service Provider - info@calibrenine.com.au
25. ENTIRE AGREEMENT
25.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

AGREEMENT

Signed as an Agreement by:

CLIENT: _______________________________________

NAME: _______________________________________

SIGNATURE:

_______________________________________

DATE: __/___/___ _______________________________________

CALIBRE NINE PTY LTD _______________________________________

NAME: LANCE PEACH _______________________________________

SIGNATURE:

_______________________________________

DATE: __/___/___ _______________________________________

Categories: GMC Contract Templates