Monkey Marketing Ltd – Terms and Conditions:
Agency: Monkey Marketing Ltd (T/A Jungle.Marketing)
Client: Customer of the Agency
SLA: The document supplied by the agency to the client containing details of what Service Level the agency will provide to the client within the agreed period. This document is signed by both parties.
Commencement Date: The date of commencement for supply of the Services as described in the SLA.
Formation and Notice period
1. The SLA contract duration is for 12 months from Commencement date. After this period the client can end the contract by giving 90 day notice of termination in writing to the Agency. Serving of notice is complete upon receipt of written notice by the Agency.
2. During the SLA period the Agency will provide the supply of services, as described in the SLA, to the Client in exchange for the Client’s payment to the Agency of fees described in the SLA, or otherwise in these Terms.
3. Should either party wish to vary these Terms or that of the SLA they must do so in writing and only by provisions mutually agreed.
4. Should either party wish to vary the SLA (including the introduction of Special Conditions to vary these Terms) they may do so only by receiving in writing authorisation from either party. All variation to the SLA or these terms to be mutually agreed before any new terms are acted upon.
5. (Any such description in the SLA having priority over any in these Terms).
2.1 During the SLA Period the Agency will provide the Service to the Client.
2.2 The Client will provide all reasonable assistance, liaison, materials, instructions and responses requested to enable the Agency to provide the Service.
2.3 Should the SLA refer to any of the following Services then such Services shall be taken to infer and include broadly the classes of services described below:
PPC (“Pay per Click”)
2.3.1. PPC is a service by which the Agency will establish and/or optimise paid-for advertising internet-based marketing campaigns on the major search engines for the Client’s supplies.
2.3.2. “Establishment” of PPC means that the Agency will either take control of an existing internet-based search-engine marketing campaign for Client’s supplies provided to the Agency by the Client (e.g. that has been previously set-up by either Client or a previous supplier), or that Agency will itself set-up a new internet-based marketing campaign for Client’s supplies, that the Agency designs and builds itself.
2.3.3. “Optimisation” of PPC means that the Agency will manage the internet-based marketing campaign of the Client’s supplies for maximising returns to Client. A PPC Optimisation campaign may include but not limited to; some or all of keyword conversion, multiple clicks, keyword capture and assessment of website landing page usability, exhaustive advert testing, multivariate and A-B testing of landing pages, quality score sculpting, long tail management, exact search discovery, monitoring halo keywords, and mapping and monitoring of competitor activity.
SEO (“Search Engine Optimisation”)
2.3.4. SEO is a service by which the Agency will work to influence Client’s free-form web presence ranking on internet-based search-engines according to Client’s intentions (usually seeking a higher ranking than otherwise naturally occurring).
2.3.5. SEO “off page”. The Agency and Client will agree, subject to the Clients budget, the influencing factors required to ensure a Client campaign is exhaustive, effective and geared to deliver desired rankings.
2.3.6. SEO “on-page” services involve considering a Client’s website including but not limited to complex technical aspects such as metatags, structure, navigation, content management and bolt-on communities.
2.3.7. Link-building is a service by which the Agency provides internet search engines with appropriate technical signals to their ranking of internet resources. Agency adopts a range of technology, such as Latent Semantic Indexing and social media elements needed to establish web authority and recognition.
2.3.8. “Off-page” services involve associating Client website with third-party web commodities including creative initiatives, integrating social media marketing, and certain link-building techniques.
2.3.9. Agency has a range of link-building tools and resources of its own under its control that may be mobilised for the Client’s initiative.
2.3.10. Agency also acts as a broker supplying a range of third party link-building tools and resources that Agency may make available in Client’s campaign.
2.3.11. Agency may from time to time enquire from client as to whether brokerage of premium link building is required.
Web design and build
2.3.12. Website production and deployment services, including but not limited to creative and artistic design services, designs of metatags, structure, navigation, content management, creation of copy (if agreed in SLA), bolt-on communities, website hosting and advice on URLs.
3. Rights in assets
3.1. In general, unless otherwise stated, there should be no mutual transfer of property or assets under these Terms. Any assets provided by Client to the Agency to enable the Agency to supply the Client under these Terms shall be returnable to the Client by the Agency (on the Client’s reasonable request) in substantially the form they were provided after any such supply has fully concluded. The Agency will neither create for nor transfer any assets to the Client under these Terms. Unless expressly stated otherwise in a Special Condition.
3.2. If a service includes reporting, the Client will own the reports provided and along with the agency will not have any rights in the internal measurements reported, any of the data used to devise the report, any search-engine structure or output data, or any details of how the activities and results reported were achieved.
3.3. PPC: PPC is a service; the structure of any campaigns (included in any “campaign set-up”) provided by the Client shall be returned to Client on request;
3.4. SEO: SEO is a service; the Agency will report to the Client on performance and summarise Key Performance Indicators of SEO services on an on-going basis (as outlined in clause 3.2), but the Client is intended to have no rights in anything the Agency does in providing the SEO service itself.
4. Fees and Payment Terms
4.1 During the SLA contract the Client will pay the Agency the Fee as indicated in the SLA – as individual payments or on a recurring basis.
4.2 In the absence of any specification in the SLA, or other terms of payment being agreed in writing by both parties, payments of the Fees or portions of the Fees shall be made immediately on receipt of invoice.
4.3 All Fees due and payable by Client to Agency are stated in the SLA exclusive of any VAT, tax, charge or levy which may be imposed on such payment; Client shall pay any such VAT, tax, charge or levy that becomes applicable in addition to the Fee on the same terms.
4.4 The Agency shall, upon receipt of written notification of termination from the Client as described in clause 1.1, continue supply the services described in the SLA for the duration of the notice period, and the Client shall pay the fees due within the agreed payment terms.
5. Guarantees and Limitations on remedies
5.1 Services under these Terms will be provided using the reasonable skill and care of a professional Agency in the area of services provided. All other guarantees or warranties from Agency of any nature, whether implied or otherwise expressed, are excluded to the maximum extent permitted by law.
5.2 In view of the nature of the area of the supplies, the Fees, and the guarantee given in clause 5.1, it is agreed that:
5.2.1. Agency shall have no liability for outcomes that result from the actions of third parties – such as alterations to search-engine algorithms, or third party responses to Agency postings, or client website downtime / maintenance (if client website is hosted by a third party).
5.2.2. Agency will make best endeavour to indemnify client from any variation on expected outcomes in relation to discretionary judgements made by the Agency in the provision of the supplies. Provided the Agency shall make reasonable judgements as to the likely outcome of any of its decisions, the Client will not seek to blame the Agency for the consequences if those outcomes are of variance to expectation. When the Agency is actually aware of particular substantial and likely risks arising from any of its discretionary decisions, if practical and mutually convenient the Agency will usually seek to explain at a general level the decision, risk and known possible consequences to Client in advance of implementing any such decision, and will be guided by Client’s observations;
5.3 The Client indemnifies the Agency against any losses the Client incurs for:
5.3.1. any copy the Client authorises the Agency to run, whether or not the Client has signed-off the particular copy; and
5.3.2. any allegation that supplies the Client passes to the Agency, in connection with the supplies under these terms, infringe the rights (including copyright or other intangible property) of any third party.
5.4. Except in respect of death or personal injury caused by negligence, or otherwise not excludable, or as expressly provided otherwise in these terms:
5.4.1. neither party shall have any liability for any loss or damage to supplies the other party makes to it in connection with the supplies under these terms, however caused; and
5.4.2. neither party shall be liable to the other by reason of any representation (unless fraudulent), or any warranty, condition or other term, or any duty at common law, or under the express terms of these terms, for any loss of profit, or loss of opportunity, or failure to make savings, or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the party, its servants or agents or otherwise) which arise out of or in connection with the provisions of this agreement; and
5.4.3. the entire liability of either party under or in connection with these terms shall not exceed the amount the client shall have paid the agency or due to be paid under these terms.
5.5 The Agency shall not be liable to the Client or be deemed to be in breach of these terms by reason of any delay in performing, obligations under these Terms if the delay was due to any cause beyond the Agency’s reasonable control, or to any instructions of the Client.
6.1. Nothing in these Terms is intended for the benefit of any third parties and the provisions of the Contracts (Right of Third Parties) Act 1999 are expressly excluded.
6.2. English law shall apply to these Terms, and the parties agree to submit all disputes between them to the exclusive jurisdiction of the English courts.