This Service Agreement is hereby entered into between Digital Marketing Pro (hereinafter referred to as “the Agency”) and the party set forth in the related order form (“the Client” or “you”) incorporated herein by this reference (together with any subsequent attached forms submitted by Client, the “Order Form”) and applies to the purchase of all Search Engine Optimisation and Reporting Services ordered by Client.
- SEO SERVICES: (a) In performing the Organic Search Services (OSO), the Agency shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations.(b) The Client acknowledges that the OSO Services will require modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and other factors that influence higher index visibility and keyword ranking.(c) The Client will be responsible for providing appropriate personnel to work with the Agency to implement the recommendations provided as part of the OSO Services.(d) The Client shall be solely responsible for operating, maintaining and managing all aspects of the Website. (e) The Agency will own the right to search engine optimisation we implement on websites, platforms or applications until all work has been completed and paid for.
- Social Services: All content created by Provider and posted on the Client’s social pages are considered owned by the Client if all Social Services are paid in full. Standard social services such as Facebook, Twitter, Google Plus, etc. utilized to manage social deliveries will have administrative access transitioned back to Client.
- Web Services: All content and content linking created by Provider and residing on the Client’s website are considered owned by the Client if all Web Services are paid in full, and the Initial Term of the Agreement has been met including Web Hosting and Maintenance requirements. The Client web site(s) hosted and maintained by Provider requires Web Hosting or Web Maintenance services to keep the web site active. If there is no agreement for these Services and ownership terms have been met, the Provider upon request from Client will provide Client with an electronic copy of the content created by Provider.
- Paid Services: All advertising content created by Provider and posted for the Client is considered owned by the Client if all Paid Services are paid in full. Campaigns cannot be transitioned, but the data and configuration can be transitioned to the Client upon request by Client.If this Agreement is signed by an advertising agent for Client, said agency represents and warrants that it is authorized to sign this Agreement on behalf of its client. It is further understood and agreed that agency is jointly and severally liable for Client’s obligations, including payment.
- FEES; LIMITATIONS ON REFUNDS AND CANCELLATION FEES (a) The Client agrees to pay the Agency any and all fee(s) as stated in Order Form.(b) Remuneration and assignments shall be reviewed annually or at any time in the event of substantial changes to the Client’s requirements. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services the Agency reserves the right to reconcile and adjust the fee every six months to reflect the actual time spent. (c) If the Client and the Agency are unable to agree remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated. (d) The Agency will invoice monthly and payment terms are 30 days from the date of each invoice. If the Client fails to pay any invoice within 10 days of the due date, the Agency shall have the right to suspend the Services.(e) Unless otherwise agreed in writing all fee or commission payments will be invoiced and paid in the currency in which the Agency is to incur those costs. (f) In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services. (g) Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties will be charged to the Client at cost. (h) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account. (i) Absence of any Client purchase order number or other job number will not constitute a valid reason for non-payment. (j) All fees, costs and all other amounts to be invoiced to the Client are exclusive of Value Added Tax or other local sales or other taxes or duties, which will be added to all invoices at the prevailing rate if required by law. (k) The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate or Bank of England base rate + 2%.
- The Client RESPONSIBILITIES: For the purposes of providing these services, Client agrees:
- To provide the Agency with FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimisation or approval to go through a third party.
- To authorise the Agency use of all the Client’s logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary by Agency for search engine positioning and optimisation.
- That if the Client’s web site(s) is light in textual content, the Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.
- To provide payment information(s) (Credit Card, Bank account, PayPal) in case of advertisement on behalf of customer. These requirements will take place in safest ways, such as verbal or as encrypted message.
- ADDITIONAL SERVICES Additional services not listed herein or in Order Form will be provided for up to 69,99€ + IVA per hour. The Agency is not responsible for the Client overwriting SEO Services work to the Client’s web site(s). The Client will be charged an additional fee for re-constructing meta-tags, keywords, content, etc based on the hourly rate of up to 69,99€ + IVA per hour.
- Termination. The Agency may reject an advertising order and/or immediately terminate this Agreement, upon notice to Advertiser for any of the following reasons: (a) if the Advertiser fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Advertiser makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Advertiser, (d) if the Advertiser ceases doing business or is likely to cease doing business or (e) in the opinion of the Agency, the credit of the Advertiser is or may be impaired. If this Agreement is terminated for any of these reasons, Advertiser will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Agency will send an invoice to Advertiser, which Advertiser agrees to promptly pay.
- Third Party Services: The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
- The Agency reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Agency shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.
- The Agency shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.
- If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.
The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.