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Terms of Service Agreement

Verve Innovation

ABN: 27 161 684 877

 

Website Design Services

We design and develop websites that turn visitors into customers. Giving our customers a visual identity online to accelerate their businesses.

 

Search Engine Optimisation services (SEO)

We undertake the process of increasing the quality and quantity of website traffic by increasing the visibility of a website or a web page to users of a web search engine.

 

Pay Per Click Services (PPC)

PPC advertising is a highly controllable, cost-effective way to earn a spot at the top of Google and Bing search results as well as on websites and digital platforms where your target audience spends the most time.

 

Social Media

Our managed social media service provide you unique social media solutions so that you can continue to effectively manage your business.

 

Content Services

Providing highly clickable and flexible digital contents that drive business.

 

These service terms in the below have the same definition and are explained thoroughly in the General Terms and Conditions.

 

We, at Verve Innovation, in performing these services as outlined in the Contract and the site parameters confirmed with the respective client.

 

The Company shall develop a plan intended to give the visibility of the Client’s service online and improve the quality of the Website(s) relevant to the Client’s business, and provide related program strategy and tactical recommendations.

 

1 .1 a)  The client retains the right to data, files, and graphics provided by them. The client warrants that they hold all rights, permissions, and copyright to all information provided.

 

(b) It is the responsibility of the client to comply with the laws, taxes, and tariffs relating to web-sites and the company does not offer legal advice in these matters.

 

(c) The company will own the rights to the IP of all online websites, platforms or applications (including modifications/bespoke coding made to open source solutions) which are being built or edited until all work on them has been completed and paid for.

 

1.2 When we develop a website, we ensure that it will be structured and optimised in a way that matches all the latest browsers. We are liable to test the function and style of the website in every older browser version, yet we completely cannot guarantee 100% compatibility in all the browsers. We recommend the latest browsers which include IE9, IE10, IE11, and the latest versions of Google Chrome, Firefox, and Safari for MAC.

 

1.3 In case, If the client insists to have their website to run on specific browsers or versions, we will develop a site that works only with selective browsers. The client may incur additional charges for this customised option. We strongly encourage our clients to understand that not all the visual elements can reproduce the same across each browser, as many will not support the latest CSS3 / HTML5 elements.

 

1.4 The client will be given access to the Content Management System (“CMS”) to upload and maintain the content on the site. Upon the receipt of the complete payment to the company, the client will have the ownership of the website and its features. Meanwhile, the website will be hosted inside the company servers to check its functionality. It would not be copied or replicated and also no FTP access will be granted.

 

1.5 The Company retains the right to make use of the published client’s work in the website’s portfolio section after it has been aired on the Client’s web server.

 

1.6 The title of the goods produced will not pass to the Client (or its separate Clients) until the payment owed to the Company by the Client has been paid completely.

 

1.7 The Client must designate a single authority for the project approval starting from design, content, and development, as it is required to complete the project detailed.

 

1.8 The Client agrees to the nominal time frames confirmed in the design and development process. The time frames are offered as a nominal expectation for each function under normal circumstances. The Company will use its best endeavors to complete the work within the stipulated project time frame, however fluctuating workloads, available resources, and client availability may change these parameters and the client will be notified accordingly. The Company can decide solely on the size of the content required for uploading and the degree of customization required to facilitate the interactive features or e-commerce solutions will vary.

 

1.9 When the website is included with a hosting service, The company is intended to take all reasonable measures to maintain the uptime and integrity of the website. The company will not be liable for any damages or costs, nor responsible for any corrections and /or to restore the site in the event of malicious attack, hacking or virus and malware incursions.

 

1.10 The Client will be responsible to the company irrespective of any other separate agreement(s) between the Client and its separate clients.

 

1.11 If the Client has implemented many changes to the website, including but not limited to, editing functional codes, deletion of files, and installing third-party components or changing file permissions, the company will charge the client a sum of $150 per hour (+ GST) to rectify and/or recover the website.

 

1.12 The Client must comply that it has the right to enter into this Contract. The Client certifies that they own or have obtained appropriate any necessary licenses and permanent rights for any assets issued by the Client to the Company.

 

1.13 The Client indemnifies the Company and its subcontractors against any claims, lawsuits, costs, and expenses, including reasonable legal charges, arising in connection with the website. This indemnification is not limited to the content obtained by the Company on behalf of the Client (“Website Content”).

 

1.14 The Client is to provide the content required for the website shall be delivered to the Company within the first 14 days of project commencement. The Client shall proofread and edit the website content before delivery to the Company. The company agrees that any content supplied by the client, whether for the website or concerning the business purpose or for its development, shall be treated as confidential and neither of it will be disclosed to third parties nor used in any way other than for the development of the website. After work, the company will publish the website content supplied by the client.

 

1.15 The Company reserves the right to terminate the agreement under any of the following circumstances:

  • If the client does not contact or respond to the requests by email or telephone within ten (10) working days
  • If the Client deviates from the signed brief without paying additional fees as quoted by the Company on the additional work required
  • If the client fails to provide content or any additional information requested and met deadlines stated. In the event of any of the above-stated occurrences, the company may terminate the agreement with written consent to the Client.
  • There will be no refunds and the company will retain funds received.
  • Should the Client wish to resume the agreement, a written request must be sent to the Company for consideration within ten (10) working days of the receipt of the termination notice.

 

1.16  The early cancellation clause (termination for convenience) in the General Terms does not apply to this service.

The following provisions will apply instead:

  • Date of cancellation & Termination fee
  • Before you receive the first draft of the website design, the client is ought to pay 40% of the Total Contract Value to the company
  • After receiving the first draft of the website design, the client will pay 30% of the Total Contract Value  to the company
  • After the completion of the project, the client will  be subjected to pay the total Contract Value for a Fixed Term Contract to the company

 

1.17  The company will not be liable to the client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or any claim of the failure of any software contained on rented or owned servers of the client or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. The company makes no warranty of any kind, whether expressed or implied concerning any third-party products, third party content or any software, equipment, or hardware obtained from third parties. The client is responsible for back up of the complete system and reinstalling in the event of failure of software.

 

1.18 The Client agrees to pay the company any fee(s) as stated in Order Form. 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 company’s remuneration is a fee based on the projected time to be incurred in providing the Services the company reserves the right to reconcile and adjust the fee to reflect the actual time spent. If the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith concerning the terms, conditions, and compensation for those additional services. 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. The company reserves the right to charge for additional work done.

 

1.18 This service contract is subject to the jurisdiction of the State of Victoria, a suburb of Australia and these terms of service will be governed by the laws applying in the State of Victoria, where the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, and the courts complement to determine appeals from those with respect to any proceedings that may be brought at any time.

 

1.19 The Client should not offer any form of employment to the Company staff whilst using the Company’s Web Design Services, or within 12 months of ceasing those Web Design Services.

 

1.20 The client is expected to respond to all the requests and queries from the Company. The Company will create deadlines if required. If no deadline is provided, then the default timeline is applied. In case of no response from the client within the stipulated timeline, it will be assumed that the client accepts the company’s recommendation/position on the matter, work will continue and the client will be billed accordingly. No response from the client after ten business days from the initial query may result in project cancellation, with the client being charged with respect for all work done from the commencement.

 

1.21 The client must provide the company with all the required website content that needs the project, and all other content and materials which the company reasonably request.

 

1.22 The Company, in its sole discretion, reserves the right to develop your website, if the company does not receive your website content within seven (7) working days of having requested. The Company can build your site without receiving the content by using a standard template content which can be changed by yourself using the CMS once the site is handed over to the client.

 

1.23 Client must provide all the Content mandatory for the website in the following digital formats/methods:

 

Text/Copy: Microsoft Word or Rich Text (Clearly labeled and in correct order)

Tables: Microsoft Excel (Clearly labeled and in correct order)

Images: High resolution where possible (JPEG, PNG files)

Logos: Vector format (Illustrator EPS/AI)

Diagrams/Maps: Vector format (AI) or (JPEG files)

If required, access to your current website and database via FTP(File Transfer Protocol) and/or CMS/Hosting Control Panel Login

Brand Style guidelines (if applicable)

 

1.24 Company may charge additional sum (in addition to those set out in the Fees) in case if the content is not provided in the appropriate format set out in this clause.The client should adhere to the materials or content, that they provide to the company which will not breach any rights (including IPR or moral rights) of any third party; or comprise any potential security threat that ruins the operation of our computer systems.

 

 

1.24 If it is necessary, we will develop a production schedule for the project in consultation with you (“Project Schedule”). We will use reasonable measures to carry out the project by the respective timetable. If there is any delay in providing the content despite the deadline dates, which may result in

  • A change in the delivery deadline set out in the Project Schedule;
  • In case if the delivery deadline cannot be changed, extra charges may incur including the extra hour work
  • We will charge these extra costs as additional costs in excess as those stated in the fees.

 

Post-Implementation Warranty (3 or 6 Month as agreed )

 

1.26 The charges for website development will include the provision of a limited warranty for 28 days followed by the website launch (“Warranty Period”).

 

1.27 The warranty period covers a 28-days which will commence from the date of the client approval and website launch. This also includes any kind of issues raised within this time that was a part of the original development and the scope of the project. It does not include any bugs caused by a new version of the targeted website’s hosting environment, client’s browser updates or update to a third-party API.

 

1.28 It is the solemn responsibility of the client to collate a list of bugs mentioned above to provide the company before the end of the Warranty Period. The project manager will schedule a date for when the bugs will be addressed. The client will be given with a release candidate build to verify that the bugs have been rectified, after which the website will be published online.

 

1.29  The client can report any critical, high severity bugs, which result in the vendor being unable to transact or contact the merchant (“Severity One Bugs”) during the warranty period at any time. Severity One Bugs will be treated as immediate and be sorted as soon as possible including an unscheduled release online.

 

1.30 If the company does not receive any final corrections to be made as requested, within 10 (ten) working days of having asked, the final payment will instantly become due and the company will hand over site to the client.

 

 

2 Search Engine Optimisation (SEO)

 

The Company shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) with search terms relevant to the Client’s business. The Company will own the right to search engine optimisation that Verve Innovation implements on websites, platforms or applications until all work has been completed and paid for.

 

 

2.1 The Client acknowledges that the SEO 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.  Client and Verve Innovation shall agree on the key phrase or key phrase (depending on the SEO Services that you have elected to obtain from us) in respect of which we will provide the SEO Services (as the context requires, depending on the SEO Services that you have elected to obtain from us) (“Agreed Keyphrase/s”). If the client fails to comply with this clause, the company will charge a material breach of contract to the client and enable us to terminate the SEO Services with all applicable remaining fees immediately due.

 

2.3 You agree that we may propose changes from time to time to any website owned or operated by you during the course in respect of which the SEO Services are being provided, including, without limitation, to suggest adjustments to your website in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of your website (“Optimisation Change/s”).

 

2.4 You hereby authorise us to develop a link exchange program, whereby links to and from your website, and other websites and/or industry guides and/or directories, are established, and you hereby appoint us as your agent for this purpose.

 

2.5 We agree that we will not cloak any pages or hide the same colour content on the same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of your website in connection with the provision of the SEO Services.

 

2.6 If you agree to provide us with File Transfer Protocol access (“FTP access”) to your website we agree not to make any optimisation changes to your website, without your prior written consent to make Changes.

 

2.7 In addition to the above mentioned clause, you expressly confer to us a licence to cache the file and content of your website including data and content supplied by you and/or third parties, whether or not your website is hosted by our supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to us. You also agree that any such caching is neither an infringement of any of your intellectual property rights nor any third party’s intellectual property rights.

 

2.8  In the event that, If you do not agree to provide us with FTP Access, we agree that any  Optimisation Changes will be provided by us to you in writing.

 

2.9 We agree to provide you with monthly ranking (Google Analytics reports) with respect to the Agreed Keyphrase/s (“Benchmark Report”).

 

2.10 If you request additional changes to your website, other than those, we have recommended, beyond the scope of what is agreed with, then those additional changes or services will be subject to an additional fee of $150 (plus GST) per hour.

 

2.11 In accordance with industry-standard practice, the company’s contracts with search engines and other suppliers for the Clients’ paid search marketing are made in accordance with the search engine/supplier’s current standard terms, conditions and contracts. The company shall act as principal in dealing with all search engines/suppliers and all other suppliers unless otherwise mandated by local laws. In respect to, placing of all the advertisements, the rights and liabilities between the Client and the company shall correspond to those between the company and the various search engines/suppliers under such conditions and contracts.

 

Accordingly, the Client acknowledges and accepts: (i) that the terms and rates are subject to revision in accordance with the agreements made by the various search engines/suppliers concerned and (ii) that all standard trading terms of search engines and other suppliers will be adhered to by the Client. (b) The Client shall indemnify the company and the relevant search engine/supplier in respect of any breach of any search engine/supplier terms which occurs as a result of any act or omission by the Client.

 

2.12 At the end of the minimum term of a Fixed Term Contract, you will be billed on a monthly basis until a new agreement is agreed upon between your account manager and yourself.

 

2.13 The early cancellation clause (termination for convenience) in the General Terms do not apply to these services. The following provisions will apply instead:

Date of cancellation    Termination Fee

Before you receive the brief of the engagement, you will pay 50% of the Total Contract Value for a Fixed Term Contract

After you receive the brief of the engagement, you will pay 80% of the  Total Contract Value for a Fixed Term Contract

After completion of the review process, you will  get to pay the total Contract Value for a Fixed Term Contract

 

2.14 Any benefit gained from the services will continue only as long as you pay for the services. You understand and agree that after the termination of this agreement, we may cancel all off-page activities which has been used to provide the service before. You agree that Verve Innovation is not liable to you for any costs, loss or damages arising from any actions or omissions of Verve Innovation’s  following termination of the Services.

 

 

Progress Guarantee

 

2.15 Progress Milestones means the time/s from the implementation of ‘on-page’ SEO elements to which the Progress Guarantee applies.

 

Progress Goals means the achievement/s required within the Progress Milestones to which the Progress Guarantee applies. Guarantee Provision is defined as achieving the Progress Milestones by the Guarantee Term (if applicable).

 

The Company guarantees to achieve the Progress Goals within the period of the Progress Milestones according to the campaign details, subject to any breach by you of your obligations under clause 2.2. In the event that a Progress Goal of the guarantee is not met, the Company agrees to continue to provide the SEO Services at free of charge, until the Progress Goal is achieved up to a maximum free of charge period of 1 month. (“Free of Charge Period”).

 

At the end of the free service charge period, the Company will be permitted to terminate the agreement immediately by providing the client notice in writing. The Client acknowledges that pricing for the Service” may vary depending on the type of guarantee offered.

 

This clause applies in addition to the General Terms.

The guarantees do not apply in the following circumstances: If changes are made to your website by other parties including the Client that adversely affect the search engine rankings of the Website as determined by the Company; Or If your website is offline or inaccessible for more than 7 days to the search engines due to a reason not caused by the Company

 

Your Warranties

 

2.16 You warrant that: you have the right to provide us with your website information, and, if applicable, FTP Access, with respect to your website; you will not alter any element of the textual content, content structure, graphical content and/or source code of your website, at any time during the SEO Service, without our prior written consent;

 

You website property and the SEO service contemplated under this Contract should agree with all the relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).

 

Your website and our use of them will not infringe the IPR of any third party, any illegal or fraudulent purpose; any words or phrases included in your website property should not contain the names of your competitors or the trademarks owned by anyone other than you.

 

You are legally entitled to market and promote the products and services which are featured on your website and that you hold all the approvals, licences and authorisations required to market and promote those products and services; The content appearing on your website should be true and correct and not be misleading or deceptive.

 

DISCLAIMER OF ALL GENERAL WARRANTIES

 

The Company will not warrant that the SEO services provided will meet the client’s expectations or requirements. The entire risk is upon the quality and performance relies with the client’. Except as otherwise specified in this agreement, the company provides its services ‘as is’ and without warranty of any kind.

(a) The limited warranties set forth in this section are the sole and exclusive warranties, provided by each party.  Each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of any remaining provisions.

 

The company makes no warranty of any kind, whether express of implied with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties. We, at Verve Innovation, carry out design work or bespoke coding all intellectual property rights will remain with us until all work has been paid for in full.

 

Roll-over of Contract

 

2.22 At the end of the term of a Fixed Term Contract, you agree that your agreement will roll-over on a monthly basis without notice to you.

 

3 Pay Per Click Services (PPC) – Simple, Strategic & Scalable

PPC advertising is a highly controllable, cost-effective way to earn a spot at the top of Google and Bing search results as well as on websites and digital platforms where your target audience spends the most time.

 

3.1  Our PPC Service includes the creation, customisation of a Google phone call or web-click AdWords™ advertising campaign and ongoing support of the PPC campaign (on a monthly basis and subject to the payment of the monthly Fees).

 

3.2 The creation and customisation of this PPC Service includes the following:

your keyword selection, in respect to which we will provide the PPC Service

Ad creation, based on keyword selection, your business establishment of a campaign budget, which identifies the percentage of customers that come across.

 

3.3 In provisioning the PPC Service, we may require the use of content (including any logos, pictures, slogans, art, contact details and other materials/information you provide in connection with the PPC Service, or which are uploaded/added by you directly through your use of the PPC Service) which you agree to provide as requested by us; we can replicate, copy, modify and otherwise use as necessary in provisioning the PPC Service (the “PPC Content”).

 

3.4 We will enter your PPC Content (as required) into Google or other advertising channel interfaces.

 

3.5 You acknowledge that you have read and agree to:

Google’s advertising program (located at https://support.google.com/adwords/answer/1349488 and “Working with a third-party” disclosure notice (located at http://www.google.com/adwords/thirdpartypartners/  and any other applicable advertising channel terms and conditions.

 

3.6 You appoint us as your agent for the purposes of creating, managing and operating an account with Google or other advertising channels as necessary to provision the PPC Service; and agreeing on your behalf to terms and conditions pursuant to clause 3.5 above mentioned

 

3.7 Prior to commencement of this PPC Service, we will agree with you the fee that we will charge for managing your campaign, the minimum term for the campaign (which will be considered to be the term of the Fixed Term Contract), target advertising keywords (“Ad Keywords”) and a monthly budget to be spent with Google (“Media Spend Budget”).

 

3.8 You will pay us every month and agree to the Media Spend Budget. Media Spend Budget monies will be paid directly to Google.

 

3.9 We will implement the campaign with Google and you appoint us as your agent for the purposes of creating, managing and operating an account with Google. If the monthly amount spent with Google is less than the agreed Media Spend Budget, the unused amount will be transferred to the Media Spend Budget for the next month. At the end of the campaign, any unused Media Budget will expire.

 

3.10 Completion of the campaign launch time depends upon your responsiveness to our requests. When requested, you must provide us with your website information, visitor statistics, suggested Ad Keywords for key phrase testing and any copy suggestions for ad creation. We are not responsible for any delays in provisioning the PPC Service which may occur as a result of your failure to respond as requested or required.

 

3.11 We will need to limit  the access to the Google AdWords account for the duration of your campaign being managed to ensure your campaign outcomes.This means that you will not be provided Google AdWords account access, unless this is ‘read only’ access.

 

3.12 You agree and accept that your PPC Service plan does not include the creation of a landing page (a one-page website with content reflective of your website, or if you do not have a website, your advised business) (“Landing Page”), your campaign may be limited to phone-call based ads only, unless you request we create a Landing Page (at additional cost).

 

3.13 At the end of the minimum term of your Fixed Term Contract, you will continue to be billed on a monthly basis, until a new agreement is agreed upon between your account manager and yourself.

Publication

 

3.14 Once we have created the campaign, we will automatically publish it to Google and other applicable advertising channels. You can acknowledge and accept, this may occur without your approval being requested, and you authorise us to publish in this manner. Once published, you will have the opportunity to review the campaign and provide us with any revision requests.

 

3.15 If you have objections to the campaign, you must immediately notify us via email and specify the reasons for your objections. We will investigate the reasons and enquire such objections to be reasonable, genuine issues raised in good faith, attempt to resolve.

 

 

 

Acknowledgments

 

3.16 You acknowledge that we have no control over the advertising policies of Google with respect to the sites and/or content that it accepts now or in the future. Your campaign may be rejected or excluded at any time at the sole discretion of Google in line with their Google AdWords Policy http://support.google.com/adwordspolicy.

 

3.17 We will use best measures to ensure that your advertisement will appear in Google searches, however we make no warranty that the PPC Service will generate any increase in sales, business activity, profits or any other form of improvement to your business.

Intellectual Property

 

3.18 You are solely responsible for ensuring that you have all appropriate rights and licenses to the PPC Content that you supply and which is utilised in the campaign. We reserve the right, in our sole discretion, to refuse to use any PPC Content that we believe is objectionable or which we believe may infringe upon the IPR of others, or would be in breach of our Acceptable Use Policy, however, we do not warrant that we will be able to screen all the PPC Content to ensure that it is non-infringing.

 

3.19 You agree to indemnify us against any claims arising out of or relating to your PPC Content, Ad Keywords and your use of the campaign. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use (and where necessary, cache) your PPC Content. You agree that any such use or caching is not an infringement of any of your IPR or any third party’s intellectual property rights.

 

3.20 Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to: use any PPC Content in connection with producing the campaign and delivering the PPC Service; and create, publish and use screenshots or depictions of your Campaign (including any PPC Content) for our marketing activities (for example, creating marketing materials that show screenshots of the PPC Service which feature the campaign). You may withdraw consent to this use by notifying us in writing, and we will take reasonable steps to process your removal request.

 

3.21 You represent and warrant that you have full rights to use, broadcast and distribute the PPC Content and documentary substantiation for all the claims made therein; PPC Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party; your use of the PPC Service will not invade the policies of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and you will not use the PPC Service except as permitted by the contract.

 

3.22 You agree that you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Contract.

 

3.23 To the extent your campaign contains any copy, images (including logos or photos), or any other content or material from our library of content (a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials)

(“Content Library”), then we grant you a royalty-free, non-exclusive, revocable, worldwide license to, for the term of the PPC Service:use such Content Library for your campaign; and

use and create derivatives of your campaign (which includes Content Library) in connection with advertising activities relating to you.

 

3.24 Other than permitted under clause 3.23, you may not copy, modify, distribute, decompile, sell, rent, sublicense or translate any Content Library or grant any other person or entity the right to do so. Ownership of all Content Library shall remain with us.

 

3.25 Any campaign delivered by us under the PPC Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim:all liability to you or any third party for any infringements of intellectual property or proprietary rights; and that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the PPC Service (including without limitation the use of PPC Content in your Campaign).

 

 

3.26 We are not responsible for any PPC Content contained in your campaign (for clarity, this includes Ads (including search engine marketing advertisements created by us as part of the PPC Service – Ads will be setup to link to either your Website (if applicable), or to a Landing Page) (“Ads”) or Landing Page (if applicable)). You are solely responsible for ensuring your campaign complies with all applicable laws and regulations, and does not infringe any third party’s rights.

 

3.27 Your access towards the continued use of the PPC Service is contingent upon, and is subjected to payment on every month. Except as otherwise expressly stated in this Contract, no other rights, titles or interests in the campaign are granted to you.

 

3.28 You agree to indemnify Verve Innovation Group, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any losses, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys’ fees, which any such party may incur arising out of or relating to: your PPC Content, keywords or modification, display and use of the campaign;

 

Landing Page or your website (if applicable) claims that your products or services are defective, injurious or harmful or violate the rights of any third parties; and claims predicated on a breach by you of this contract.

 

 

 

 

 

Cancellation and Termination

 

3.29 You may terminate the PPC Service at any time after the initial minimum term by providing one (1) month prior written notice. Cancellation will automatically terminate all access to the campaign. Refunds do not apply for cancellations under this clause 3.29.

 

3.30 On the account of the cancellation or termination of the PPC Service, all licenses granted to you under this contract shall immediately terminate.

 

3.31 In addition to any other obligation in this Contract, upon cancellation or termination of this PPC Service, we may delete all data, including any PPC Content, files (including, without limitation, email files, if applicable) from our systems (including any storage media) without any liability to you whatsoever.

 

 

 

4  Managed social media services

 

4.1 We will commence the Social Media Service after the fees payable is received. Our social media service is limited to those brands agreed between us and you, and cannot otherwise be shared across multiple brands. Social Media Services are commercial, and you agree to their provision, which constitutes a business to business relationship between you and us.

You authorize us to access and modify profiles representing you on the online social media platforms including, but not limited to, Facebook, Twitter, LinkedIn, Instagram, (“Social Media Profiles”).

 

You agree that:

We will not be responsible for any delays caused by any of the following reasons:

 

  • Unavailability of your account manager at a mutually agreed time and date to discuss delivery of the Social Media Service;
  • You require more than 2 business days to review and approve via email any documentation, plans and/or any other collateral;
  • Upon the interaction between both parties, We require your input for the Social Media Service to be delivered.
  • We suggest the content for your Social Media Profiles, you should acknowledge that, the content will have no association or reflect the view or opinion of us or any of our employees or suppliers. It is your responsibility to ensure that any suggested content by us is suitable for your purpose.

 

 

Social media advertising

 

4.2 About social media advertising, We shall develop a plan intended to improve the visibility of the clients business profile on the selected social media sites.

The client acknowledges that the Social Media Services will require the client to enable the agency to create posts on the client’s behalf across the social media sites included with the service to influence the visibility and ranking of the client’s profile. The client shall be responsible for providing the agency with the necessary login details to make posts and also for providing copy and/or information necessary for the company to ensure posts are fully effective.

The client retains full responsibility for maintaining their social media profile and all links and content contained therein.  When an add-on is chosen, we will use reasonable endeavors to spend the full budget each month. Subject to this clause, there will be no refunds given or credits transferred to subsequent months if the entire amount is not spent in a month.

If the amount spent on advertisements is less than 80% of the nominated amount, the unused amount will be transferred to the budget for the next month. We are not obliged to provide any refunds for any portion of the nominated amount that has not been spent,if the Social Media services are canceled for any reason.

Add-on packs may be purchased on a month by month basis at any time.

 

4.3 About third party sites:

The provision of the Social Media Service may rely on the websites operated by third parties which are outside of our control (“Third Party Sites”). We’re not responsible for the availability, accuracy, legality or decency of material or copyright compliance of the Third Party Sites.

Linking to Third Party Sites is entirely at your own risk and we’re not liable for any advertising, products or materials on the Third Party Sites. We are not responsible for any loss or damage you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon a Third Party Site.

 

 

 

 

Term & Termination

 

4.4 Client agrees to pay all the fees for a Fixed Term Contract agreed with both parties. If the client wishes to terminate the Social Media Service at the expiration of the minimum term of the Fixed Term Contract, they are advised to give 10 business days’ notice before the end of the minimum term.

Upon completion of the minimum term, the Social Media Service will roll on every month. Any cancellation requests must be made no later than 10 days before the end of the next billing month.

 

5 Content services

5.1 The Company agrees to provide the client with the content services (“Content Services”).

5.2 Where the Content Services are provided under a periodic agreement, at the end of the minimum term of a Fixed Term Contract, your agreement will roll every month without notice to you.