Dalscone Mobile Marketing Project

Marketing Services Agreement

This Marketing Services Agreement, together with any Statement of Work (”SOW”) that may be attached, (”Agreement” or ”Services”) is made between DMO Marketing Ltd (”Company”) and (”Customer”). This Agreement is a binding contract between the parties for only the Services called for, and is effective as of Thursday 16th of August 2012 (”Effective Date”).

1. PROJECT GOAL AND RELATIONSHIP OF PARTIES

Pursuant to this Agreement, Customer retains Company to perform the Services called for in this Agreement as well as any attached addendums that provide a statement of work to be performed. Both parties agree that they are, and shall continue to act, as independent contractors to each other and nothing in this contract will be construed as forming any agency, partnership, employer/employee, or joint venture between the parties. Company shall be responsible for determining the method, details, and means of performing the Services called for in this Agreement. Company shall use its own discretion in determining the best way to perform the Services based on Customer’s payment. In addition, both Parties agree that each shall be responsible for their own taxes.

2. Description of Services

Company to provide Customer with the following Marketing Services with the aim of building Dalscone’s customer list, then increasing footfall and revenue in all business areas by regularly sending promotional offers.

2.1 Text Message Marketing Services

This service includes:

  • Managed Client Account on DYLBO Mobile Marketing System
    • At least 2 dedicated phone numbers
    • Client data entry webpage
  • Weekly backup of customer data
  • Software updates as they become available
  • Enhancement requests for future development
  • Campaign Management (3-4 offers / month)
    • facilitate initial offer brainstorming & setting goals
    • facilitate monthly campaign plan (phone call)
    • launch up to 4 campaigns per month
    • assist in preparation of promotional materials for up to 4 campaigns
      • for example: posters, postcards, table tents, etc
    • prepare messages based on agreed campaign schedule
    • send messages as required
    • SMS Call costs
    • report monthly call usage

This service is free for month 1, then charged dependent on call volume, according to the following:

Text Message Call Bands

  1. 0-1000 sms calls £225/m
  2. 1000-2000 sms calls £295/m
  3. 2000-3000 sms calls £375/m
  4. 3000-4000 sms calls £445/m

Up to 4 offers per month are included in these charges. Additional offers to be charged at £15 per offer per month.

2.2 Mobile-friendly website

The mobile-friendly website is implemented and supported as a sub-domain of the main website as follows:  m.dalsconefarmfun.co.uk

  • No support charge. This is to be included in annual website hosting of existing domains,  assuming the functionality and content is based on the existing website.
  • Significant changes or enhancements may be chargeable by agreement.

2.3 Custom Mobile Marketing Apps

This service includes:

  • Assistance with preparation of promotional materials
  • for example: posters, postcards, table tents, etc
  • Software updates as they become available
  • Enhancement requests for future development

Scope of service:

  • Android App
  • iPhone App
  • Push Notification Messages Service
    (Assumes use of same messages as for Text Message Marketing)

This service is charged as follows: First 3 months free of charge, then £65/m thereafter

Customer agrees to:

  • provide content and/or images for use on the Mobile Website and Mobile Apps (”Client Content”). 
  • provide promotional content for use in at least 3 campaign offers per month
  • train staff how to promote the service and offers, redeem offers, and track redemptions by campaign
  • print & display campaign promotional material prominently

Client Content will be delivered to Company no later than required to remain on schedule and to allow Company to fulfill its requirements under this Agreement.

2.4 Ad-Hoc Support

Company will respond to support requests received by email, SMS, or voice calls on a ”best efforts” basis.

Normal office hours are Monday – Friday 10am – 5pm. We usually respond no later than next business day.

Subject to availability, we offer to provide ”stand-by” cover for critical business needs such as a major campaign launch, provided at least 7 days notice is received.

 

Payment, Invoices, and Additional Services

Unless stated above, Customer shall render payment for Services within 7 days after having received an invoice or estimate from Company. Customer shall reimburse Company for all pre-approved costs. Customer is not required to provide Company with a valid credit card before any Services are performed.

In addition, Company may submit invoices to Customer for the Services, together with the written report of its performance. However, the failure of Company to invoice Customer for the monthly amount will not constitute a waiver of such fee and such fee is still due and owing as if it had been invoiced.

All Service Fees shall be made payable to Direct Mail Order Marketing Ltd and made via Bank Transfer to HSBC, Sort code: 40-47-09, Account Number: 61544985.

This Agreement will continue for a minimum period of 12 months. After expiry of the minimum period, either party may terminate this Agreement by giving 30 days notice in writing. Customer will be responsible for any Services that were rendered before such cancellation or were necessary in order to fulfill the Companies obligations.

Any Services that Customer requests or that Company would reasonably be required to perform in order to fulfill its obligations under this Agreement that are not contemplated for by this Agreement will be negotiated between the parties.

Restrictions, Representations, and Confidentiality

Both Parties shall at all times: (i) abide by all prevailing national and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individuals who have a ”need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy.

Customer shall not use the Service or request that Company perform any Service that in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (iv) violates Search Engine Guidelines.

Both Parties represent and warrant that they own all the rights to any materials, deliverables, or similar that may be provided during the course of the relationship and that it does not infringe on the rights of any third party. Both Parties agree to indemnify and hold each other harmless in the event of a claim for infringement is made for any materials, deliverables, or similar that they warranted the had the rights to utilize.

Company and Customer agree that all business and trade information that is designated as confidential by the other party shall be maintained in the strictest confidence both during and after the term of this agreement so long as the information is confidential. Except as required by law, Company and Customer shall not reveal the confidential information of the other party to any third party.

Intellectual Property Rights

Each Party shall have full ownership rights in its own name, trademark, or copyrights that it considers to be ”proprietary” to its business (i.e. logo, trade name). If any part of this Agreement requires the Customer to provide images, graphics, text, or other information (”Client Content”) then such Client Content shall remain the property of the Client.

Company retains all intellectual property rights to work it has created specifically for Customer and grants a limited, revocable, license to Customer to use such intellectual property for the purposes set forth in this Agreement.

Customer further agrees that Company may use certain proprietary tools, software, or methods which remain the property of Company and Company grants permission to Customer to use proprietary tools, software, or methods.

MISC

The Parties may continue this Agreement after that time based on a new agreement. If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of Scotland. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party.

This Agreement has been duly executed by the parties as of the Effective Date.

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