Between "us", Big Spark Media, and "you", Company
By clicking to accept our terms and conditions; you are hiring Big Spark Media located at 14 Arbuthnot Lane; to perform Marketing Services for the selected package. This includes the setup fee, monthly charges and % of ad spend if applicable.
Scope of Services
All Digital Marketing services include:
1) Business Consultation - this is a free initial chat to understand your business as well as your product / service offering. We also want to understand what are your business goals / objectives and how you define success.
2) Audit - We will audit your existing marketing efforts and either suggest improvements if a minimal amount needs to be changed or salvage what we can from previous / existing efforts (if possible) and create a new strategy / campaign for future activity.
3) Strategy & Research - We will use tools to research your niche, competition and market in order to help create a strategy and recommendations in order to best achieve your business goals and objectives.
4) Campaign Creation - We will build out the account and set up the various campaigns needed in order to be successful. This includes all variables such as creative, keywords, audiences, keyword research, articles ect
5) Ads & Creative - We will create 2-3 static adverts for each ad group / ad set and will also conduct A/B testing in order to find winning variations. We do not provide Video creative. You will need to provide us with the video creative if you wish to run video ads - whether you produce this in house or hire a creative agency or freelancer is your choice.
6) Conversion Tracking - We will create the required conversion tracking (where possible) within AdWords, Facebook & Google Analytics and send this code to you or your developer to be implemented on your website. We are NOT responsible for implementing this code on your website.
7) Optimisation - We will regularly review the performance of your campaigns and actively make adjustments and conduct tests in order to improve performance. Not all tests will be successful and some might even result in worse performance for a limited amount of time but this is a necessary part of learning.
8) Bids & Budgets - We will monitor bids & budgets of our clients to make sure we are spending optimally and also staying with the allocated advertising budget. However due to how some vendors charge this may not always be possible (although we will do our very best!) and we are not liable for any overspend.
9) Reporting - You will receive reports on progress at least once per month. Monthly reports will also be accompanied by next steps. If you receive reports more frequently than monthly they will just be performance based without next steps.
1.0 Services Rendered
We will take all reasonable care to make sure the quality of work is high and error free however we can't guarantee that our work will be error-free (we're human!) so we can't be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
Requests above and beyond those listed in the budget may be considered out-of-scope and an amendment to the budget will be recommended.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We're also sure you'll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
Big Spark Media will invoice you for the initial setup fees + pro rata amount for the month at point of this contract agreement which will act as the deposit. We will then automatically deduct the minimum monthly fee according to your package on the first of each month. Once the month has concluded, we will check whether you owe any additional monthly fees based on your advertising spend and % of advertising spend and send you an invoice for the outstanding amount if so.
You will supply Big Spark Media with all necessary purchase order numbers and other internal information required for invoice processing.
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 15 day payment terms. In the event payment is not made within 15 days, Big Spark Media will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Big Spark Media pays for carrying overdue invoices from you. In addition, Big Spark Media reserves the right to stop work until payment is received.
4.3 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
Big Spark Media acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Big Spark Media on behalf of you or disclosed by you to Big Spark Media.
8.0 Term and Termination
8.1 Period of Agreement and Notice of Termination
This Agreement shall become effective as of the time of purchase and shall continue until terminated by either party upon not less than 30 days' notice in writing given by either party to the other once the initial minimum contract length has been served. The minimum contract length for all marketing services such as PPC, Amazon & Paid Social are 6 full calendar months, excluding SEO which has a minimum 12 month contract.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS?
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as software, tools, freelancers and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request by you, that any such materials and services, are non cancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness owed by you to Big Spark Media, Big Spark Media shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
By clicking to accept our terms and conditions you are agreeing to the terms and conditions as set out above.
- Please read the contract on the previous page to make sure you understand all the details involved with us working together. It's really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
- If you have any questions at all, please let us know. We're happy to clarify any points and there may be some items that we can sort out together. We're committed to finding the best way to work together.
Big Spark Media