Main Agreement. LeadGenerators Ltd. 101 Parkway House, Sheen Lane, LONDON SW14 8LS, UK by the authorised signatory Frank Orman, Managing Director

Transcription

1 Main Agreement Between: LeadGenerators Ltd. 101 Parkway House, Sheen Lane, LONDON SW14 8LS, UK by the authorised signatory Frank Orman, Managing Director (hereinafter to be referred to as LeadGenerators or the Company ) and between: Client (as defined in the Service Proposal (Appendix B) Whereas LeadGenerators is an Online Marketing Agency that provides a variety of online marketing services including General Online Marketing Consulting and Advice based services, Search Engine Optimisation ( SEO ), Pay Per Click Advertising ( PPC ), Graphic & Web Design Services ( Design Services ), Web Development Services ( Development Services ), and other related services (a skeletal description of each is included as Appendix A to this agreement). Whereas the Client has asked LeadGenerators to provide one or more of the above services in accordance with the Search Engine Optimisation proposal attached as Appendix A, to this agreement, and LeadGenerators has agreed to do so, all subject to the terms and conditions as set out in this agreement. Page 1 of 13

2 Thereof the parties stipulate and agree as follows: 1. Client s Undertakings: Exclusivity: The Client undertakes to give LeadGenerators exclusive rights to online marketing for the duration of the contract period. The Client understands that exclusivity is necessary in order to achieve online marketing objectives and to avoid conflicts of interest and conflicts of tactics that would adversely affect the achievement of the aims of the proposal. Disclosure: The Client undertakes to provide all relevant information that LeadGenerators requires for any online marketing work that it has been contracted to provide, including the Client s modus operandi, data bases, sales, customer base and any other information requested by LeadGenerators. The client shall provide such information in a timely fashion and within 7 days of receipt of request. Supply: The Client will supply all texts, images and other relevant data as requested by LeadGenerators within 7 days of receipt of request. The Client shall bear sole responsibility for permission to use texts, images and other relevant data and will indemnify LeadGenerators for any claims filed against LeadGenerators for use of materials provided by the Client. Approval: The Client undertakes to give all required approvals, additions or requested changes within 5 days from receipt of request unless a shorter time period is specifically required. Any delay in Client s response will cause similar delay in LeadGenerators time schedule and the Client will be responsible for any additional expenses incurred to cover costs of delay. Any significant change requested to any work undertaken after prior approval of Client will be instituted at additional costs. General: The Client understands that any lapse in keeping the above undertakings will impede LeadGenerators efforts in working towards achieving proposal aims and undertakings. In addition, the Client understands that the proposal price assumes complicity of the Client in all the above and any delay or change will incur additional costs. Third Party Products: In the event that LeadGenerators incorporates any third party products (such as software, modules, feeds, platforms, hosting, etc), the Client agrees that LeadGenerators will not be responsible in any way for the proper functioning of these products or services and will not be liable in any way for any damage or loss incurred as a result of using these third party Page 2 of 13

3 products or as a result of the client not complying with any financial or other obligations of requirements related to the use of these products. 2. LeadGenerators Undertakings: Services: LeadGenerators will supply the services as detailed in the proposal. Time Schedule: LeadGenerators will supply an estimated time schedule for the execution of services detailed in the proposal and undertakes, barring circumstances beyond its control, to work towards achieving this time schedule. Confidentiality: LeadGenerators will not give over any information received from Client that is not already found in the public forum, except within the context of execution of services and as necessary to provide marketing services. In addition, LeadGenerators reserves the right to use marketing data based on achievements on behalf of the Client for LeadGenerators own publicity and to market LeadGenerators services, including case studies, press releases, as well as data for offline and online client portfolios, etc. 3. Consideration: In consideration of the provision of online marketing services, the Client agrees to pay LeadGenerators fees as stipulated in the proposal. Unless stated otherwise in the proposal, the Client will pay LeadGenerators in the following manner: 1. Ongoing Monthly Services: Fees for ongoing monthly services (for example, SEO services, PPC services, etc) will be paid in full at the beginning of each month for the upcoming month in advance and until termination of the service. 2. Specific Projects: For specific projects (such as design, development, etc), 50% of the fees will be paid in full upon the acceptance of the work, and the remaining 50% will be paid in full upon completion of the work. For projects that require a time frame exceeding 30 days, LeadGenerators shall be allowed to submit interim invoices in accordance with the progress of the project. 3. Ad Hoc Work: For various smaller ad hoc work (such as small design edits, code edits, small copywriting tasks, etc) and other work that is usually measured in hours (as opposed to days), work will be estimated in advance. Payment will be rendered in accordance with actual time recorded in accordance with invoices submitted by LeadGenerators. If during the course of executing the services, LeadGenerators anticipates that the cost of completing Ad Hoc work will exceed 30% of the original estimate, LeadGenerators will notify the client and receive client s approval. Page 3 of 13

4 4. Fees: LeadGenerators provides a wide range of online marketing and other services to its clients. Services are charged on the basis of an hourly, daily or monthly retainer agency rate. Unless otherwise stated in the proposal or agreed upon subsequently in writing, the following fees will apply to all works carried out for the Client. Hourly Rate: 85 per hour. Please note: the minimum charge unit for any work requested is one hour. Daily Rate: 600 per day. The work day comprises of 7 working hours. Monthly Retainer Rates: This rate varies depending on the scope and duration agreed. In the absence of any ongoing retainer agreement in writing, our monthly retainer rates are based on a minimum of one day per month and for a minimum retainer period of 6 months. Under these circumstances our retainer rate is 520 per day per month. Value Added Tax: All pricing is exclusive of V.A.T. which must be added when applicable. 5. Expenses: All license fees as well as out of pocket expenses paid by LeadGenerators will be itemised on the invoice to the Client and paid for by the Client along with the invoice for services rendered. Unless otherwise stated in the proposal, any work outsourced by LeadGenerators will be paid for by LeadGenerators. 6. Payment Terms: All invoices must be paid in full by the Client to LeadGenerators within 14 days of receipt of invoice. Invoices not paid within the allotted 14 days will incur interest charges based on the Bank of England Base Rate plus 5%, to be calculated on a daily basis. Furthermore, if invoices are not paid in full within the allotted time, in addition to interest charges, the Client agrees to pay 50 for each reminder / letter sent. Such reminders may be sent on a regular basis until resolution of any outstanding payments. If the Client has still not paid after receipt of a reminder notice, the Client agrees to pay for any legal or other fees incurred to effect payment from the Client. The Client also agrees to pay LeadGenerators for any time required by its own staff (or its subcontractors) in order to effect full payment of any unpaid invoices at our standard hourly agency rate of 85 per hour. Page 4 of 13

5 If the Client has reason to believe that payment is not due, it is the Client s responsibility to ensure that it provides full reasons in writing to LeadGenerators within the 14 days allotted time for payment. Should the Client not respond in writing within the allotted time, the Client agrees to pay the interest charges, the reminder fees and any time required by its own staff (or its subcontractors) over and above the invoice amount. 7. Termination LeadGenerators shall be allowed to terminate this agreement immediately at any time if the Client does not pay within 14 days from receipt of invoice. In addition, LeadGenerators can terminate at any time and for any reason after giving 30 days notice in writing to the Client. For any ongoing monthly services, the Client can terminate at any time after giving 30 days notice in writing. For services for which a minimal Commitment Period has been agreed, such written notice will not be accepted until 30 days before the end of the Commitment Period. The Client understands that in a project in which a minimal Commitment Period has been determined, the amount of time and input required by LeadGenerators for the initial setup is disproportionately much higher than in subsequent months. For this reason, and in order to achieve a workload balance over a longer term, a minimum Commitment Period is required. For this reason, if the Client wishes to terminate before the completion of the agreed Commitment Period, the Client shall still be obliged to pay all agreed fees in full and without offset until the end of the Commitment Period. If the client wishes to terminate the agreement at the end of the Commitment Period, it must send written notice of termination 30 days before termination of the Commitment Period. If such notice is not received, the client will be obligated to continue paying on a monthly basis until either party serves the other with 30 days written termination notice. For any other project or ad hoc work ordered, termination will require at least 14 days written notice. Further, it is agreed that the Client will be liable to pay in full for all services rendered up to the termination date in full, and will compensate LeadGenerators for any direct or indirect damages that LeadGenerators will incur as a result of the cancellation. LeadGenerators has the right to refuse any work or to terminate any relationship with the Client if, in its opinion, any element of the work is unlawful or inappropriate, or constitutes harassment, racism, violence, obscenity, harmful intent or spamming. Page 5 of 13

6 8. Liability LeadGenerators liability for any harm proven by the Client to have been caused by action or inaction of LeadGenerators shall be limited to the extent of the share of contract price for the specific paid by the Client to LeadGenerators until time of claimed damages. Contract price shall include only price of services for which Client submits claim. 9. Compliance to Local Laws Certain laws apply to websites, development projects, ecommerce, and privacy and these laws are different in different countries. The Client will retain sole responsibility for legal requirements relating to all aspects of content and use of any web project. The Client hereby agrees to indemnify and hold harmless LeadGenerators from any claim relating to all aspects of the website or any other development project due to Client s actions or lack thereof including use of inappropriate or stolen images or content on the website, etc. 10. Jurisdiction Sole jurisdiction to adjudicate any conflict arising as to the interpretation or execution of this agreement shall be in England. 11. Arbitration Both sides agree to arbitration instead of going to court. Signature on this agreement shall be considered agreement to arbitration. 12. Changes Any change to this agreement must be done in writing and is subject to the agreement of both parties. 13. Intellectual Property LeadGenerators shall retain sole ownership of all graphic works, websites and web development, code, copy & texts, content, snippets, creatives lists of key phrases, and any other work executed for the Client until they are paid for in full. For PPC campaigns, all key words, key phrases, titles and descriptions researched and used by LeadGenerators for the Client, and all search engine and/or other accounts opened for the purposes of carrying out the Client s online PPC Campaign(s) are and remain the Page 6 of 13

7 intellectual property of LeadGenerators and will be used by LeadGenerators for the benefit of the Client for the duration of the contract period or whilst any agreement for PPC services exists between Client and LeadGenerators. For all products in the Ehive Premium range (EhiveCMS, Ehiv , EhiveTracker, EhiveSocial) the Client understands that these are licensed products owned by LeadGenerators and can only be used for the benefit of the client for the duration of any license agreement contingent on payment by Client of license fee during the agreement period. The Client understands that it will not be given access or possession in any way to the site files, nor will it be given FTP access to any of the files. Maintenance can only be carried out by LeadGenerators. Neither party to this agreement will be obliged to renew any license agreements at any the end of any existing license period. The Client agrees to be charged a daily usage fee of 5% of the full value of any LeadGenerators property that is used or published in any way, fully or partially, by the Client. The Client agrees that this fee will apply also to any work (whether completed or not) carried out or produced by LeadGenerators that is used or published, fully or partially, if not paid for in full, or if in dispute. 13. Confidentiality Client agrees to keep the terms of this and all subsequent agreements with LeadGenerators confidential. 14. Timeframes: The Client understands that the time frame suggested in the proposal as well as in LeadGenerators schedule, prepared in accordance with section 2b, is an estimate given in accordance with the initial data submitted by the Client and the services requested. LeadGenerators will advise the Client as to the required adjustments to the time schedule due to unexpected turns of events or deeper understanding of the Client's needs. LeadGenerators reserves the right to execute part of the services requested by means of a sub-contractor. LeadGenerators will notify the Client if there is a delay in delivery from a sub contractor and will work towards preventing further delay in completion of the project. Page 7 of 13

8 Appendix A to Main Agreement between LeadGenerators Ltd & Client Skeletal Points Advice Based Services LeadGenerators advice is based largely on professional knowledge and past experience. LeadGenerators cannot guarantee specific outcomes or results, but will act to the best of its ability to further the Client's goals. Search Marketing (SEO & PPC Campaigns): General Identifying marketing objectives: Both SEO and PPC are intended to help the client achieve a specific set of online marketing objectives. It is important for the client to dedicate the time and resources to LeadGenerators to discuss the company s marketing objectives, in order to ensure that any search marketing campaign is appropriately aligned to these objectives Keyword Research & Selection Process: Using third party data, we will carry out thorough keyword research on behalf of the client in order to help select the phrases that we believe are best suited for the Client s SEO or PPC campaign. As different metrics, strategies and tactics are generally used for SEO and PPC campaigns, the resultant key phrase selection will, in most cases, be different for each. Approvals: As part of setting up and managing SEO and PPC campaigns, LeadGenerators will send information or suggestions on a regular basis to the Client. The Client will be given 5 days to respond to any information or suggestions. For the sake of effective and efficient management of these campaigns, it is agreed, if no reply is received with 5 days, that LeadGenerators is authorised to proceed with any of its suggestions as if the Client had approved them. Page 8 of 13

9 Specifically for the setup of PPC campaigns, as any approvals required at the setup stage are usually sent just before agreed go live dates, the Client undertakes to reply to these suggestions as soon as possible but within no more than 3 days. Edits and Improvements During the course of any SEO or PPC campaign, LeadGenerators may require certain edits and improvements to the Client s website structure, code or texts that will help improve the effectiveness of its campaigns. For any suggested changes to the website graphics, structure or code, unless otherwise stated in the proposal, the Client (or the Client s developer) will be responsible for the implementation of such changes into the website at the Client s cost. For agreed text changes, LeadGenerators will send the suggested edited version to the Client for approval and for uploading into the site. The Client will remain solely responsible for the accuracy and correctness of the texts. Reports LeadGenerators will periodically issue certain reports discussing the campaigns and showing the effectiveness of its SEO or PPC campaigns. These reports will include a range of metrics and will vary from client to client. For SEO campaigns, it is common to report on ranking improvements over time. The Client understand and accepts that the ranking positions for specific phrases are constantly in flux and are also dependant on various factors and, for that reason, the success of any SEO campaign needs to be evaluated by looking at the long term charting of changes in rankings. Metrics: Any metrics reported on by LeadGenerators will be based solely on the reporting provided by the search platforms and other third party software. In certain circumstances, if requested by the Client, LeadGenerators may (and at additional cost) set up and install other third party software for the purposes of generating various reports and metrics relating to the website or online marketing campaigns. As different systems generate metrics using different criteria, the Client accepts that different systems may report different metrics and different figures and that LeadGenerators will not be accountable or responsible for these discrepancies, should they occur. Page 9 of 13

10 Search Marketing: Search Engine Optimisation (SEO) The objective of SEO is to improve the search engine rankings for specific pages of the Client s website. The expectation is that over a period of time this will increase the exposure of the Client to search engine traffic. Each SEO program is designed specifically for each Client and comprises a different mix of SEO related activities and tactics that can be modified on an ongoing basis as required as part of working towards the agreed objectives. Links Development Program As part of an agreed Links Development Program, LeadGenerators will work towards generating good quality, inbound links from reputable sources for the client s website. Search Marketing: Pay per Click (PPC) The objective of a PPC campaign is to purchase targeted traffic for the Client at an agreed price, and within the Client s budget. Creatives: For each group of key phrases used in the PPC campaign, we will write relevant advertising messages. In some cases, LeadGenerators may, at its discretion, write more than one advertising message for each group to help identify which messages achieve better marketing metrics. PPC Management: LeadGenerators will manage the PPC campaign on a monthly basis to help ensure that the campaign spends according to the Client s budgetary considerations, that the Client s campaign runs as efficiently and in as targeted a manner as possible, and to help achieve the Client s marketing objectives. PPC Budgets All budgets and monthly spend limits must be authorised in advance by the Client and the Client will be responsible for the payment of these budgets directly to the search platforms using their own credit cards. It is the Client s responsibility to ensure that each of its campaigns are adequately funded and that the credit cards provided are able to affect payments as and when required by each of the search platforms. Page 10 of 13

11 Graphic and Web Design Services Graphic Specification: LeadGenerators shall use information received from the client to understand the nature of the graphic work required and will submit a proposal for the client's approval, as well as estimated cost (usually based on the time anticipated plus any expenses). Unless otherwise stated, the design process involves the following stages: Stage 1: Design Concept All prices quoted for design work will include up to 2 design concepts. Should a Client require additional design concepts, additional costs will be incurred at the agreed hourly rate. Stage 2: Template Design and/or Design Development Once the design concept has been approved, these will form the basis on all future design development for pages of the website (or other project) and will be used to design the various templates. Stage 3: Cut up of Designs into HTML Once the templates have been approved we will begin converting designs into HTML, which will be sent to the developer for integration and coding. Client Feedback & Edits The Client will be given the opportunity to comment and provide feedback at the end of Stage 1 and Stage 2. Feedback must me sent to LeadGenerators in writing within 7 days. After LeadGenerators has carried out any required edits, the Client will be given the corrected version for approval before LeadGenerators continue to the next stage of work. Any requests for edits and/or changes after Client approval has been given will incur additional charges. Browser Testing: Once all programming work has been completed, LeadGenerators will execute browser testing. Unless otherwise agreed, browser testing will cover the major browsers being used today on the internet as follows: IE Versions 7-9 Firefox Versions 6-8 Chrome Versions Safari Version 5.1 Should the Client require browsers testing on additional browsers, this additional work will incur additional charges. Page 11 of 13

12 Web Development Project Specification Document: LeadGenerators shall use information received from the client to determine what development work is required and submit a proposal for the client's approval with development specification as well as estimated cost (usually based on the time anticipated plus any expenses). Project Schematics: For larger projects, once the proposal has been accepted and signed by the Client, LeadGenerators will prepare a Project Schematics document that will break the project into its basic units and will articulate further details for each part of the project. This process is an important part of the pre-planning of larger projects and can sometimes highlight new ideas or considerations that could alter the scope and pricing of the project as a whole. Once the Project Schematics document has been finalised the client will be required to approve any alterations to the proposal (if necessary) and to accept the Project Schematics document, which will represent the final blueprint for the development of the project. Any work requested that has not been included in the Project Schematics document will incur additional costs. Completion of Work: Upon completion of the work according to the agreed specification, the Client will be presented with a test version for review. The review will be carried out in two stages: Review Stage 1: The Client will be given 14 days to review the work and to provide LeadGenerators with a first list of comments and edits (in writing). Review Stage 2: Once LeadGenerators has addressed first list of comments and edits, the Client will be presented with the updated version of the project and will be given a further 14 days to provide LeadGenerators with a second and final written list of comments and edits. Completion: Once LeadGenerators has addressed the second list, it will submit the final version of the site, which will be considered complete. Any further comments or edits after that point will be considered as additional work and will incur additional charges at LeadGenerators fees. Page 12 of 13

13 Ongoing Maintenance: The development environment is dynamic and is constantly changing and evolving. For this reason, it is to be expected that after completion of the project, the Client will require repairs and updates to the site over time. These extra works can be carried out either as part of an agreed Maintenance Program (based on a fixed amount of days per month) or on an ad-hoc basis (invoiced at the agreed rate). Non Payment: If the Client does not pay for any part of the development or maintenance of the website, the Client agrees that LeadGenerators has full authority to take the site offline until such time as payment is made in full. Under such circumstances, LeadGenerators will not be liable in any way for direct of indirect losses incurred by the Client. Hosting LeadGenerators retains the use of a server from a company called Donhost. As a service to their Clients, LeadGenerators offers hosting services for a minimal fee to cover time required by LeadGenerators to set up and manage the account on behalf of its hosting clients. LeadGenerators will not be responsible for any lapses or down time or any problems caused by server issues. LeadGenerators will aid the Client in their dealings with Donhost server engineers if required but will not be liable under any circumstances for any losses or damage caused by Donhost servers lapses or down time. Page 13 of 13