TnC for Digital Marketing

These legally binding terms outline the scope of work, responsibilities of each party, payment terms, intellectual property rights, confidentiality clauses, termination conditions, and other crucial aspects of the digital marketing services being offered and utilized.

Image by PAGEFIST

These Terms and Conditions (hereinafter referred to as "Agreement") are made and entered into by and between PAGEFIST (hereinafter referred to as "PAGEFIST" or "Service Provider"), a [Specify legal structure, e.g., sole proprietorship, partnership, etc.] with its principal place of business at [PAGEFIST's Address], and [Client Name] (hereinafter referred to as "Client"), with its principal place of business at [Client's Address].

1. Scope of Services:

PAGEFIST agrees to provide the Client with digital marketing services as outlined in a separate proposal or statement of work (SOW) agreed upon by both parties (hereinafter referred to as the "Services"). These Services may include, but are not limited to:

• Search Engine Optimization (SEO)
• Social Media Marketing (SMM)
• Content Marketing
• Email Marketing  
• Paid Advertising (PPC) Campaigns
• and more.

The specific details, deliverables, and timelines for the Services will be detailed in the SOW.

2. Client Obligations:

The Client agrees to:

• Provide PAGEFIST with timely access to all necessary information, materials, and approvals required for the provision of the Services.
• Ensure the accuracy and legality of all content provided to PAGEFIST for use in digital marketing campaigns.
• Comply with all applicable laws, regulations, and third-party platform terms and conditions related to the Services.
• Provide PAGEFIST with feedback and approvals in a timely manner as required for the progress of the Services.
• Pay PAGEFIST the fees and commissions as outlined in Section 4.

3. Fees and Payment:

3.1. Service Fees: The fees for the specific Services provided by PAGEFIST will be outlined in the agreed-upon SOW. These fees may be charged on a project basis, retainer basis, or hourly basis, as specified in the SOW.

3.2. Payment Terms: Invoices will be issued by PAGEFIST as per the schedule outlined in the SOW. The Client agrees to pay all invoices within [Number] days from the date of the invoice. Payments shall be made in [Currency] via [Accepted Payment Methods].

3.3. Late Payment: In the event of late payment, PAGEFIST reserves the right to charge interest on the outstanding amount at a rate of [Percentage]% per month or the maximum rate permitted by law, whichever is lower, from the due date until the date of full payment. PAGEFIST may also suspend or terminate the Services in the event of persistent payment delays.

3.4. Expenses: Unless otherwise specified in the SOW, the Client shall reimburse PAGEFIST for reasonable pre-approved out-of-pocket expenses incurred in the provision of the Services.

4. Paid Advertising Commission:

4.1. For all paid advertising campaigns managed by PAGEFIST on behalf of the Client (e.g., Google Ads, social media ads), PAGEFIST will charge a commission of twenty percent (20%) of the total advertising spend. This commission will be in addition to any management fees outlined in the SOW.

4.2. Change in Commission: The Client acknowledges and agrees that the commission rate for paid advertising, as specified in clause 4.1, is subject to change by PAGEFIST without any prior notice to the Client. PAGEFIST will endeavor to communicate any changes to the commission rate in a timely manner, but it is the Client's responsibility to stay informed of the current commission rate. The prevailing commission rate at the time of campaign execution will apply.

5. Intellectual Property:

5.1. Client Content: All intellectual property rights in the content provided by the Client shall remain the sole and exclusive property of the Client. The Client grants PAGEFIST a non-exclusive, royalty-free license to use, reproduce, display, and distribute the Client's content solely for the purpose of providing the Services.

5.2. PAGEFIST IP: All intellectual property rights in PAGEFIST's methodologies, tools, templates, and any original content created by PAGEFIST (excluding Client content) during the provision of the Services shall remain the sole and exclusive property of PAGEFIST. Upon full payment of all fees, the Client will have a non-exclusive, non-transferable license to use the deliverables created specifically for the Client as part of the Services, subject to the terms of this Agreement.

6. Confidentiality:

Both parties agree to hold each other's confidential information in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law. Confidential information includes, but is not limited to, business plans, financial information, customer data, marketing strategies, and proprietary information. This obligation of confidentiality shall survive the termination of this Agreement.  

7. Term and Termination:

7.1. Term: This Agreement shall commence on the Effective Date and shall continue for the term specified in the SOW. If no specific term is mentioned, the Agreement shall continue until terminated by either party in accordance with this Section.

7.2. Termination for Convenience: Either party may terminate this Agreement or a specific SOW upon [Number] days' written notice to the other party.

7.3. Termination for Cause: Either party may terminate this Agreement or a specific SOW immediately upon written notice to the other party if the other party: * Commits a material breach of this Agreement and fails to cure such breach within [Number] days of receiving written notice of the breach. * Becomes insolvent, bankrupt, or enters into liquidation.  

7.4. Effect of Termination: Upon termination of this Agreement or a specific SOW, PAGEFIST shall cease providing the affected Services. The Client shall pay PAGEFIST for all Services performed and expenses incurred up to the date of termination. Any outstanding invoices shall become immediately due and payable.

8. Limitation of Liability:

To the maximum extent permitted by applicable law, PAGEFIST shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement or the provision of the Services, even if PAGEFIST has been advised of the possibility of such damages. PAGEFIST's total liability to the Client for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to PAGEFIST under the relevant SOW in the [Number] months immediately preceding the event giving rise to the claim.  

9. Indemnification:

The Client agrees to indemnify, defend, and hold harmless PAGEFIST, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) the Client's breach of this Agreement; (b) the Client's negligence or willful misconduct; (c) the content provided by the Client; or (d) any violation of applicable laws or regulations by the Client.  

10. Governing Law and Dispute Resolution:

This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction, e.g., the State of Maharashtra, India]. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiations. If such negotiations fail, the parties agree to submit the dispute to binding arbitration in [Specify City, e.g., Mumbai, India] in accordance with the rules of [Specify Arbitration Institution, e.g., the Arbitration and Conciliation Act, 1996]. The language of the arbitration shall be English.  

11. Entire Agreement:

This Agreement, together with any attached SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.  

12. Amendments:

No amendment or modification of this Agreement shall be valid unless it is in writing and signed by authorized representatives of both parties.

13. Severability:

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.  

14. Notices:

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail or reputable overnight courier, or sent by email (with confirmation of receipt), to the addresses set forth above (or to such other address as a party may designate by written notice).  

15. Relationship of Parties:

The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between them.  

By engaging PAGEFIST for digital marketing services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.