Interactive Limited Terms & Conditions
Article 1 – Description Of Parties
Interactive Limited (hereinafter called “INTERACTIVE LIMITED”) AND {your company} (hereinafter called the “CLIENT”) as shown agree to be bound by the terms and conditions described in this document.
INTERACTIVE LIMITED manages Google AdWords and other Google Products as a third party provider of services. CLIENT can read more about our relationship with Google, the guidelines for our conduct and information we will provide to CLIENT through this link http://www.google.com/adwords/thirdpartypartners/ .
Article 2 – Recitals
Whereas INTERACTIVE LIMITED offers Internet marketing and website development, maintenance and optimization services (hereinafter referred to as SERVICES). And whereas the CLIENT is interested in utilizing the SERVICES of INTERACTIVE LIMITED And whereas INTERACTIVE LIMITED desires to offer SERVICES to the CLIENT, and the CLIENT wishes to contract SERVICES from INTERACTIVE LIMITED.
Now, therefore, this agreement witnesses that in consideration of the mutual covenants set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:
Article 3 – Scope of Work
INTERACTIVE LIMITED shall perform services or has performed services as requested by the CLIENT and shown and itemized within the Invoice referencing these Terms and Conditions.
Article 4 – Remuneration
CLIENT shall pay to INTERACTIVE LIMITED a fee or fees as specified and agreed upon by CLIENT herein.
CLIENT shall pay and satisfy the fees set out in the linked invoice by payment to INTERACTIVE LIMITED 20 days after receipt of invoice. CLIENT has the full right to dispute any payment within the 20-day window. After that time CLIENT may still dispute charges and may receive a refund if requested, however, if payment is under dispute or has not been received 20 days after CLIENT has received an invoice INTERACTIVE LIMITED may cease all work or scale back work in a way that mitigates damage to the CLIENT. If payment is under dispute for longer than 10 days, CLIENT must make arrangements to smoothly transition account management to another firm or manage the campaign in house. If no such arrangement has been made within 30 days of the original invoice, INTERACTIVE LIMITED may cease all work under this agreement.
Interest shall accrue on unpaid balances after 30 days and shall accrue at the maximum rate allowed by law or 1% per month whichever is less.
Article 5 – Intellectual Property, Copyright & Use of Human Resources
The CLIENT authorizes INTERACTIVE LIMITED’s use of all client logos, trademarks, website images, etc., for use in creating and using web resources including, but not limited to, web pages, pay per click ads, banners, and any other uses as deemed necessary by INTERACTIVE LIMITED, and agreed to by the CLIENT, for search engine marketing and optimization.
The CLIENT warrants that they are legally entitled to use, and saves INTERACTIVE LIMITED harmless regarding, all marketing and design materials provided to INTERACTIVE LIMITED by the CLIENT during the course of this agreement.
BOTH PARTIES agree and understand that both parties derive considerable value from their employees and subcontractors. Both parties agree not to independently contract or employ the other party’s employees or subcontractors for at least one year from the termination of the contract and no time during the course of the contract. Both parties agree that such a use of either party’s employees/subs would produce substantial financial harm to either party.
Article 6 – Indemnification and Access
CLIENT shall indemnify and save harmless INTERACTIVE LIMITED and INTERACTIVE LIMITED’s directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgments, including any incidental costs and expenses, arising out of or attributed, directly or indirectly, to the services or products offered in the marketing campaigns created and or managed by INTERACTIVE LIMITED.
The CLIENT is responsible for, and holds INTERACTIVE LIMITED blameless for, the content, trademarks and other aspects of the website that are related to the CLIENT’s business, industry, and competitors that are supplied by CLIENT.
Advertising Materials, Passwords & Alterations: CLIENT shall review all materials and alterations made to their campaigns and websites by or at the direction of INTERACTIVE LIMITED. Client is responsible for ensuring that all website and advertising content are legally and ethically permitted.
Backups: The CLIENT acknowledges that backups are a critical business function and that it is the exclusive responsibility of the CLIENT to back up any and all materials that are critical to business function. These backups should include: All website content, Pay Per Click campaigns established before turning the account over to INTERACTIVE LIMITED, DNS and other server settings, etc. Google AdWords and Bing AdCenter provide downloadable backups. If CLIENT requests full backups for Google AdWords, Bing AdCenter or any other search engines prior to the start of the campaign this must be done in writing and INTERACTIVE LIMITED will obtain backups and forward them to CLIENT for an additional fee of 150 dollars. If these backups are not requested prior to the start of the campaign, the CLIENT forever waives any demands or cause for damages against INTERACTIVE LIMITED for failing to provide such a backup. If client needs website backups, these are available from 3rd party services such as CodeGuard. INTERACTIVE LIMITED will provide reasonable assistance to setup such third party services for the CLIENT, but does not itself provide these services unless backup service is specifically mentioned as being part of our services provided in the terms of this or any other agreement in writing or via email correspondence.
Domain Name Registrations: Domain names can be lost if registrations are not maintained. The re-registration of all domains owned or used by the CLIENT is the sole responsibility of the CLIENT, regardless of when or how the domains were originally registered. Even if these domains are kept in INTERACTIVE LIMITED accounts and are maintained by INTERACTIVE LIMITED, domain registrations should be monitored by the CLIENT for accurate registration information so that CLIENT will be alerted if domains are expiring.
Blacklisting and Penalties: Google and other search engines, from time to time, blacklist or penalize websites without any notice, or explanation. Appeals to search engines to remove penalties do not guarantee any remedy, review or reconsideration of the penalties. Because there is no official notification of penalties, there is often no way to determine the cause of the penalty. It is the CLIENT’s responsibility to inquire about, understand and bear the risks of all strategies employed by INTERACTIVE LIMITED. INTERACTIVE LIMITED cannot be held responsible for decisions made by third-party search engines or listing services. This also applies to Pay Per Click Advertising such as AdWords, where penalties are also applied without clear and specific explanations and customer support calls and emails often result in days of waiting and no clear resolution. To avoid PPC penalties all landing pages should have substantial content, and should also have clear navigation links to a deep site with more detailed information about the CLIENT’s business.
CLIENT is responsible for generating and posting a privacy policy on their website and is responsible for following that policy. CLIENT is also responsible for maintaining adequate contact information on their site with phone number and address clearly displayed. Client should provide a transparent explanation of the purpose for collecting any visitor data. In accordance with US federal law, any emails sent to prospects should have contact information and should clearly indicate that the intent of the email is to solicit business. All emails are also required by law to include an opt-out option that removes recipients from all future unsolicited emails.
CLIENT is responsible for complying with all laws governing the jurisdictions they operate in. These laws can prohibit the use methods allowed in the US or laws can require special notices to be posted to visitors upon entering a website or can require special notices to be posted in privacy policies or may require special requirements for data security or disclosures depending upon the business the client conducts. We can help the CLIENT comply with laws for a fee, but the CLIENT is fully responsible for any violations and is responsible for checking to ensure that their websites and forms are fully compliant with local and federal laws at all times by conducting monthly checks on their own and documenting such checks. It is possible for compliance features of a website to be deleted or disabled by regular website updates and it is not the responsibility of Interactive Limited to check for compliance on a regular basis. CLIENT fully indemnifies Interactive Limited against any claims resulting from failures to comply with local and federal laws governing the operation or security or privacy policies of CLIENT’s website, forms, data collection, payment systems, or tracking methods. CLIENT may be required implement alt text and other accessibility tools and components.
The CLIENT may need to provide additional relevant text content in electronic format for the purpose of creating additional web pages or increasing the content on existing ones.
The CLIENT is responsible for testing forms, phone numbers and chat software on their site on a regular basis to ensure prospect can contact them. Forms, phone numbers, and chat may fail for various reasons. Although Interactive Limited may test CLIENT’s forms periodically, Interactive Limited cannot fully test whether or not chat or form submissions are reaching the client. Therefore the CLIENT must test their own forms, chat and phone numbers on at least a monthly basis and notify Interactive Limited of any failures immediately.
Article 7 – Term and Termination
The Terms of any Agreement expressed in email correspondence, by invoice or verbally between the parties, is subject to the terms and conditions stated here. If there is an ongoing monthly component of any Agreement, the agreement will renew automatically on the last day of every monthly period unless terminated by one or both parties. Automatic renewals of any monthly service and payment Agreement expressed in email correspondence, by invoice or verbally can be terminated at any time by either Party upon written notice provided ten days prior to the monthly renewal.
Either Party may terminate any Agreement expressed in email correspondence, by invoice or verbally in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice to the second Party of the breach. The second Party shall have ten (10) days from receipt of such notice to correct the breach. In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate any Agreement expressed in email correspondence, by invoice or verbally within a reasonable time after the expiry of the ten (10) day period. Termination by either party will result in the smooth transition of all paid for property, passwords and campaigns to the CLIENT.
Any termination of any Agreement expressed in email correspondence, by invoice or verbally between the parties shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to any Agreement expressed in email correspondence, by invoice or verbally.
Neither party shall be prohibited from using for themselves or for the benefit on any third party any of the methods, processes or techniques discovered or learned during the course of this contract unless those methods, processes or techniques are specifically protected by registered trademarks, registered patents, or copyrights. Learning new methods during the course of running a campaign is the normal and usual result of any business relationship and the benefits are to be shared between both parties without any restrictions. These methods, processes, analytical data and techniques may be published, described or utilized in any form and for any purpose and may be made available to any party, person or business with the sole exception that the name of the CLIENT will be withheld from all communications describing the methods. No royalties or payments shall be owed to either party for the use of these methods, processes or techniques.
Article 8 – Disputes
All disputes arising from the execution of/or in connection with any Agreement expressed in email correspondence, by invoice or verbally, shall be settled through good faith consultation between both parties. In case no settlement can be reached, the disputes shall be submitted for arbitration.
All disputes arising out of/or in connection with this contract shall be settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.
The arbitration authority shall be a court of competent jurisdiction in the State of Pennsylvania in the United States of America. The arbitration award shall be final and binding on both parties.
The Parties hereby agree that they will not hold themselves out as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party, in any manner whatsoever.
Article 9 – Warranties, Disclaimers, and Limitations of Liability
INTERACTIVE LIMITED warrants that the Services will be of professional quality conforming to generally accepted consulting practices.
THE FOREGOING WARRANTY IS THE ONLY WARRANTY PROVIDED BY INTERACTIVE LIMITED AND IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
INTERACTIVE LIMITED specifically does not warrant that the deliverables relating to the Services or Analysis provided will be error-free or, that any computer system or network accessed, or code deployed at the request of the CLIENT will be free of security vulnerabilities.
Furthermore, CLIENT understands that the nature of the Services rendered involve risks and uncertainties, including without limitation the risk of loss or corruption of data, software, hardware or other computer system or network elements or components, and CLIENT agrees to assume all such risks and uncertainties upon itself in full.
For any claim concerning performance or nonperformance by INTERACTIVE LIMITED pursuant to, or in any way related to the subject matter of this Agreement, CLIENT’s sole remedy shall be the recovery of its actual damages, but only to the limits set forth in this Section
IN NO EVENT SHALL INTERACTIVE LIMITED BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INTERACTIVE LIMITED’s ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT, FOR ANY CLAIM, WHETHER IN CONTRACT (INCLUDING BREACH OF WARRANTY), OR IN TORT (INCLUDING NEGLIGENCE), SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT TO INTERACTIVE LIMITED FOR THOSE SERVICES UPON WHICH THE LIABILITY IS BASED.
After delivery of the Services to CLIENT, CLIENT shall be responsible for protecting the deliverables relating to the services from risk of loss, damage, or destruction. In the event of such loss, damage or destruction, INTERACTIVE LIMITED shall cooperate with CLIENT in repairing or replacing these deliverables at the expense of the CLIENT.
Article 9 – Maintenance Agreements
Where INTERACTIVE LIMITED is providing website maintainance either as a stand-alone service or as a part of a package of services, the following apply:
CLIENT is responsible for validating backups by requesting a staging site to be setup from a backup for their inspection at a cost of 100 dollars per instance. We suggest backups validation be done in a time period so that CLIENT can recover from a data loss from the time of the last verified backup. Client should also store validated backups on their own Dropbox or other cloud storage service. If CLIENT does not opt to purchase storage then they assume the risk of our backup storage not working and the loss of data that may result.
CLIENT must ensure lead capture is not broken on their sites by regularly testing the forms on their sites by filling them out to see if the form information is properly recieved.
We will employ our best efforts avoid infection from viruses but in the event of an infection there will be charges to clean your site or to rebuilt it if neccessary. Any loss of business a result of downtime is not a part of this agreement.
Charges for restoring an infected site or loss of data do not cover additional work needed after plugin, theme, core programing language or WordPress updates.
Article 10 – Terms Scope
terms and conditions constitute the entire terms and conditions existing between the Parties in respect of its subject matter and supersede all prior and contemporaneous agreements, understandings, and discussions, whether oral or written, between the Parties. There are no warranties, representations or other agreements between the Parties in connection with its subject matter, except as specifically set forth in these terms and conditions. These terms may change in the future. Changes will be announced in future invoices and the updated terms will be provided by a link provided in future invoices.
Article 11 – Contact Information
By INTERACTIVE LIMITED
Phone 888–800–0999
Contact Dave Foreman or Jeff Foreman