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Terms & Conditions

 

Exclusive Marketing Agency Terms & Conditions

TERMS AND CONDITIONS

These terms and conditions are deemed to form part of any agreement between the Agency and the Client.

 It is agreed by and between the Client and the Agency as follows:

  1. ACCEPTANCE

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

  1. AGENCY APPOINTMENT

The Client hereby appoints the Agency to handle all advertising, communication and related work on social media required for its brand.

  1. AGENCY SERVICES

The Agency shall provide to the Client services which shall include the following:

  • Setting up social media platforms such as Facebook, Twitter, Youtube, etc. where required and not already in place
  • Creating content, engagement as well as ongoing management of these platforms
  • Monitoring social media conversations and responding to the same
  1. CONFIDENTIALITY

The Agency shall maintain absolute confidentiality with respect to any confidential information received from the Client. The Agency shall not disclose any such information without obtaining Client’s specific prior consent, otherwise than in compliance with statutory requirements.

  1. GOVERNING LAWS

The Client and the Agency shall comply with all statutory regulations.

  1. AGENCY FEES AND REMUNERATION

The Client agrees to pay the Agency a retainer fee monthly. This amount will be payable at the beginning of the month of service, upon receipt of invoice from the Agency in advance. All out-of-pocket expenses such as outstation travel, stay, etc incurred by the Agency, as part of this assignment, would be borne by the Client. Such out of pocket expenses will be incurred by the Agency only after specific approval from the Client. Similarly charges for any other services including video creation, application development, media buy, purchase of licensed images and content, etc. if applicable, will be charged extra.

  1. TAXES

All statutory taxes shall be borne and paid by the Client to the Agency.

  1. PAYMENT TERMS

The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable within 14 days from the date of all such Invoices.

  1. INDEMNITY

The Client shall indemnify and keep the Agency indemnified against all losses, expenses or damages that may be suffered by the Agency due to any default or breach of terms by the Client under this Agreement.

  1. FORCE MAJEURE

Neither the Client, nor the Agency, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.

  1. EVALUATION

The Client and the Agency shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.

  1. MODIFICATION IN TERMS

Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by both parties or mutually agreed by return by the authorized officials of the Client and the Agency.

  1. WAIVER

The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Agency.

  1. TERMINATION

Either party may terminate this agreement by giving 30 days written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.

  1. ARBITRATION

Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration. 

  1. SEVERABILITY

If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

17. Warranties

Except as otherwise expressly provided in the Agreement, the Service will be provided “as is” without warranty or representation of any kind, whether express or implied, Exclusive Marketing Agency disclaims and excludes all such warranties and representations, including (without limitation) any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights, and the Customer accepts all risks and liabilities associated with the use of the Service.

18. WordPress

18.1. Where appropriate, the Company uses the WordPress content management system. The Company are not responsible for site outages or any costs, losses or damages, due to the WordPress platform or ‘Plug-In applications’ used to create the Customer website.

18.2. It is important to update WordPress and any used ‘Plug-In applications’ when new updates are available. It is the responsibility of the Customer to check and update these programmes with the exception of 7.3

18.3. Where the Customer has paid for (and payments are up to date) the WordPress maintenance service, it is the responsibility of the Company to ensure all updates are installed within a reasonable time from the update being released.

19. Third Party Services

19.1. Where the Company uses any third-party services, site search facilities, chat room, email or tracking services, the Company is not responsible for third-party service commitments, quality or availability.

19.2. It is the responsibility of the Customer to read the terms and conditions provided by any third party service used on their behalf.

20. Online Marketing

20.1. Online Marketing services include;

20.1.1. Search Engine Optimisation (SEO), which is defined as carrying out various activities to improve a website’s position within search engine rankings.

20.1.2. Pay per Click Management, which is defined as setting up and helping to make pay per Click advertising campaigns more efficient.

20.1.3. Social Media Marketing/Management which is defined as helping the Customer to promote their products or services through the variety of social media channels.

20.1.4 Email Marketing which is defined as creating email templates and writing the content for the Customer to then use as they wish.

20.1.5 Public Relations (PR) which is defined as acting on behalf of the Customer and acting as the Middle Man in regards to writing and promoting Press Releases.

20.2. The Company will carry out tasks known to help businesses through the chosen online marketing method.

20.3. The Company will report its activity and results to the Customer.

20.4. Whilst the Company has a track record of achieving positive results, the Company does not guarantee improvements of any kind. Previous success should not be seen as a guarantee for future success.

SEO Terms and Conditions

This contract is entered into between Exclusive Marketing Agency and your company (hereinafter
referred to as “Client”) on the day you complete the form.

  1. Exclusive Marketing Agency will provide Client with Search Engine Optimization Services (hereinafter refer red to as “SEO”) as
    described in this contract. Exclusive Marketing Agency will use specific keywords and/or phrases to improve the search engine ranking of,
    and/or position the contents of the Client’s website.
  2. All invoices must be paid in full within 15 days of billing.
    Exclusive Marketing Agency SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in
    search engines, and 2) to drive targeted online traffic to the site.
    Exclusive Marketing Agency SEO Services may include (but are not limited to):
    • Researching keywords and phrases to select appropriate, relevant search terms.
    • Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.
    • Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
    • Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
    • Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
    • Create traffic and ranking reports showing rankings in the major search engines.
    • Creating blog posts and social media posts.
  3. For the purposes of receiving professional SEO services, Client agrees to provide the following:
    • Administrative/backend access to the website for analysis of content and structure.
    • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties.
    • Unlimited access to existing website traffic statistics for analysis and tracking purposes.
    • Access to a client email address (@domain or gmail) for the purposes of requesting links.
    • Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by (Company name) for search engine optimization purposes.
    • If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages.
  4. Client must acknowledge the following with respect to SEO services:
    • All fees are non-refundable.
    • All fees, services, documents, recommendations, and reports are confidential.
    • Exclusive Marketing Agency has no control over the policies of search engines with respect to the type of sites and/or content
      that they accept now or in the future. The Client’s website may be excluded from any director y or search engine at any time at
      the sole discretion of the search engine or directory.
    • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other
      competitive factors, Exclusive Marketing Agency does not guarantee #1 positions or consistent top 10 positions for any particular
      keyword, phrase, or search term.
    • Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear
      without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Exclusive Marketing Agency will re-optimize the website/page based on the current policies of the search engine in question.
    • Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Exclusive Marketing Agency
      can offer a list of expedited listing services upon request.
    • Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. Exclusive Marketing Agency does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
  5. Exclusive Marketing Agency is not responsible for changes made to the website by other par ties that adversely affect the search engine rankings of the Client’s website.
  6. Additional Services not listed herein (branded copywriting, blitz campaigns, addition consulting, etc.) will be provided for a fee of $125-$500 per hour.
  7. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Exclusive Marketing Agency for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Exclusive Marketing Agency and its subcontractors
    from any liability or suit arising from the use of such elements.
  8. Exclusive Marketing Agency is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading
    over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $250 per hour. Notwithstanding any other provision of this Agreement, Exclusive Marketing Agency obligation to provide free SEO services shall cease in the event the Client’s conduct overwrites the SEO services provided. For example, if the client’s webmaster uploads content without consulting Exclusive Marketing Agency, then Exclusive Marketing Agency obligation to provide SEO services for free shall terminate.
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