Terms & Conditions
1.0 SERVICES RENDERED
1.1 Ads Created
All ads created are owned by Digitally. Our ads are created under Digitally accounts and we give access to Client. Clients are able to see all of the ads created through direct access as well as through our Dashboard ReviewAlly if the Client chooses for us to integrate that option.
1.2 Approvals Needed
Client will need to approve all creatives and copy for each campaign. Please note that waiting on approvals from Client can cause a delay in campaigns going live. Failure to provide approvals in a timely manner, causing campaigns to not go live on time, still results in Digitally management fees being charged. Please remember that our management fees are for the creation, correspondence, as well as the monitoring of the campaign and therefore the agency must be compensated as such.
1.3 BUDGET TIMELINES
All monthly budgets must be agreed upon on signing. Changes to the budget must be agreed upon by the Client and Digitally 10 days before the beginning of the month. All monthly ad budget must be paid for 5 days before the beginning of the month. Pauses & cancellations must be provided 10 days ahead of the month beginning.
1.4 RESULTS
Digitally cannot guarantee the number of impressions or the cost per click initially. Digitally can provide estimates and make edits to the campaign once it is live to provide the best results and more accurate estimation of results.
1.5 TARGETTING
Client and Digitally agree that all advertisements will be targeted at individuals in the US unless otherwise agreed in writing between the parties at the time of signing.
1.6 LANDING PAGES
If Digitally is not creating a landing page, the Client guarantees to Digitally that any landing page and/or destination site linked to from the advertisements (“Advertiser’s Site”) will (i) be legal, decent, honest and truthful, (ii) not be contrary to the provisions of any applicable law, regulation or code of practice, (iii) not be libellous or obscene, (iv) not infringe the rights of any person (including any person’s intellectual property rights); (v) not be prejudicial to the image or reputation of Digitally or the Website or the Newspapers; (vi) be free from viruses, adware, malware, and/or bit torrents, (vii) not cause an adverse effect on the operation of the Website, and (viii) have a conspicuous privacy policy which complies with all applicable data protection and privacy laws, regulations and codes of practice.
1.7 DATA COLLECTION
To the extent that Digitally sets cookies on the devices of users of the Client’s site(s) or uses any other data collecting technology (such as pixels, tags, javascript, or other code, including the tags of third party service providers) for the purpose of tracking impressions and related data (“Advertiser Data”), Client shall ensure that it has a lawful basis for the use of such data collecting technology and the collection of Advertiser Data from visitors to the Client’s site(s) and that the Client and the Client’s site complies with all applicable data protection and/or privacy laws, regulations and codes of practice.
1.8 USE OF DATA
Digitally and its service providers will only use any Advertiser Data solely in relation to the Client’s particular advertising campaign. All such Advertiser Data collected by Digitally will be treated as the confidential information of the Client and will not be disclosed by Digitally to any third party (other than Digitally’s service providers for the purpose of Digitally complying with its obligations under these Terms) without the consent of the Client. In no event will any Advertiser Data be combined with information collected from other sources, except where the Client has agreed otherwise.
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 and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of Digitally.
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.
Digitally will invoice Client for one-half of the initial fees at the point of this signed contract agreement which will act as the deposit. The remaining will be billed once the website is ready to go live and is due prior to go live.
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our invoices upon receipt. You will have a 3 day grace period for payment. In the event payment is not made within 3 days, Digitally will charge a late payment fee of 2% per week on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Digitally pays for carrying overdue invoices from Client. In addition, Digitally 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 as long as 30 days written notice is given from the Client to Digitally. 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 RESPONSIBILITIES OF DIGITALLY AND CLIENT
6.1 Digitally’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them.
6.3 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.
7.0 Confidentiality
Digitally 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 Digitally on behalf of Client or disclosed by Client to Digitally.
8.0 Term & Termination
8.1 TERMINATION FOR CAUSE
A 30 day written notice is required from the Client to terminate our agreement.
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 a written 30 day 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.
8.2 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 modules, photography 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 of the Client, that any such materials and services, are non cancelable.
8.3 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.
9.0 General Provisions
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Florida State.
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.
9.4 SEVERABILITY
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 signing our agreement and allowing Digitally to begin work on your project,
you are agreeing to the above Term s & Conditions.
