Marketing Services Agreement – Flingbrook

This Marketing Services Agreement (”Agreement” or ”Services”) is made between DMO Marketing Ltd (”Company”) and Flingbrook (”Customer”). This Agreement is a binding contract between the parties for only the Services called for, and is effective as of 30th of May 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. 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 and withholdings.

2. Description of Services & Statement of Work

PPC SERVICES

Customer wishes to retain Company to perform certain services as it relates to Pay Per Click (”PPC”) marketing with the goal to increase Customer’s flow of sales leads. Company will strategize, develop, and maintain a PPC campaign (”PPC Campaign”).

Customer must provide a valid Credit Card along with authorization to utilize the card for the PPC Campaign. Alternatively, Customer must provide access to an adequately funded Google Adwords account. Customer also to provide access to current website statistics.

Customer agrees to pay Company according to the following structure:

Customer shall pay a one time set up fee of £420

Customer agrees to pay £195 set up fee for additional campaigns.

Customer shall pay a Campaign Management fee of £195 per month, per campaign

Company shall also do the following in relation to Customers PPC Campaign:

  • Keyword Research up to 5 keywords
  • Competitive Analysis
  • Design New Landing Page
  • Design New Mobile-friendly Landing Page
  • Write Sales Copy for Adwords and Landing Pages
Customer agrees to follow up leads provided in a timely manner aiming to establish a relationship, qualify the opportunity, and close the deal.

SOCIAL MEDIA MARKETING (Conversation Monitoring)

Customer wishes to retain Company to perform certain social media marketing activities as in the proposal and specifically include the following:

  • Creation of Google Alerts for up to 5 keywords
  • Creation of Social Media Accounts where required to participate in relevant conversations.
  • Check & Report to Customer daily (Monday to Friday) with any potential leads, or relevant questions from Google Discussions, LinkedIn Groups.
  • Link back to Customer website where acceptable
  • Research additional social media lead sources

Customer agrees to provide Company with all necessary logins, passwords, or other authorization in order to market Customer on Social Media sites. Company may assign administrators to manage, monitor, and moderate activity on Customer’s Social Media Page and may, but is not required, to take any action that would be necessary to ensure Customer’s reputation and financial well being.

Customer agrees to follow up leads provided in a timely manner aiming to establish a relationship, qualify the opportunity, and close the deal.

Customer acknowledges that Company has no control over third parties and third party websites and therefore Customer agrees to hold Company harmless for such changes that were out of the control of Company.

Customer shall pay a one time set up fee of £50 to set up Customers Conversation Monitoring service .

Thereafter, Customer will pay a monthly service fee of £165 per month.

 

WEBSITE DESIGN AND DEVELOPMENT (Sales Funnel)

Customer is retaining Company to design and develop a sales funnel that will consist of website landing and associated pages an Email Contact Database, and Email Auto-responder Sequence. The scope of this section includes separately optimised landing pages for desktop and mobile devices.

The Mobile Website will consist of up to 6 pages. (Customer currently does not have a domain name that will be the URL.)

Customer agrees to pay Company according to the following structure:

Customer shall pay a one time set up fee of £510 to include 5-part Auto-responder sequence.

Customer shall pay a one time set up fee of £245 within 30 days of start date to include parts 6-10 of the Auto-responder sequence.

Customer agrees to pay a fee of £95 per additional page required.

Customer shall pay the auto-responder hosting fee of £15 per month, per campaign.

Changes required after acceptance will be charged at £30 per hour.

Pursuant to this Agreement, Company will be performing the following in relation to the design and development of Client’s websites. Although Customer has final approval over the design and development process, such approval will not be unreasonably withheld.

  • Develop Landing (and associated) page(s) layout
  • Develop Mobile Website layout including landing (and associated) page(s) layout
  • Design Website Graphics, as required
  • Develop Content for Website, up to 600 total words per page (up to 100 words per page for mobile site)
  • Code and Install Webpages
  • Optional: Host Website for Customer
  • Links to Internal/External Pages
  • Set up E-Mail auto-responder account, list and 10-part message sequence
  • Set up Content Management System, if required (WordPress)

Customer is required to provide input to content and/or images for use on the Landing Page(s) (”Client Content”). 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. If Customer provides any changes before delivering the final version of the website, then both parties will discuss in good faith and agree on any specific changes that may need to be made as well as any additional time or payment that may be required in order for Company to make such changes. Any such changes must be agreed to by both parties and must be in writing.

 

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, and
  • prior to work commencing.

Customer shall reimburse Company for all pre-approved costs.

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 , via Bank Transfer to HSBC Wokingham, Sort code: 40-47-09, Account Number: 61544985.

This Agreement will continue until cancelled. Either party may terminate this Agreement with at least 30 days notice. Customer will be responsible for payment 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 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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