MARKET JAR LIMITED is a company specialising in digital marketing.
In this Agreement, words importing the singular include the plural and vice versa, and words importing gender include the masculine, feminine and neuter genders.
IN CONSIDERATION of the covenants, conditions, obligations and provisions for payment contained in this Agreement, the Client and the Company agree as follows:
1. The Agreed Services
The Company agrees to provide the following core services to the Client:
i. SEO (together the “Core Services”) When, in the Company’s reasonable opinion, additional media costs should be incurred in the furtherance of any given marketing campaign, the Company hereby agrees to seek the Client’s prior approval in writing before incurring any such costs.
2. The Fee The Client hereby agrees to pay the Company monthly (recurring each month by direct debit) in return for the provision of services, including (but not limited to) the Core Services (the “Payment Package”), but which shall exclude funds that the Company requires in order to settle third-party invoices on the Client’s behalf that it may become liable to pay (the “Third-Party Funds”). The Payment Package shall be fixed until such time as the Parties agree otherwise in writing.
3. Performance of Services by the Company
The Company shall, as part of the required performance of services under this Agreement:
i. Perform only Ethical, ‘White Hat’ digital marketing practices;
ii. Not knowingly engage in practices which in the reasonable knowledge of the Company could have avoidable or adverse consequences;
iii. Act promptly upon any requirements from the Client to change (whether by way of increase, decrease or cancellation of) any activity which has been booked, and to confirm completion of the same to the Client in writing, as soon as reasonably practicable;
iv. Contribute to agreed market research activities for the furtherance of the Client’s overall internet strategy; and
v. Treat all its business activities and arrangements with the Client as strictly confidential, including (but not limited to) all electronic and non-electronic data and information, statistical analyses, strategic plans and the terms of this Agreement, more generally.
4. Advertising Standards and Regulations At all material times when delivering the agreed services (including but not limited to the Core Services) the Company will comply in all respects with the British Code of Advertising Practice and all applicable Regulations, Standards and Codes including any regulations relevant to electronic commerce.
5. Rights and Obligations of the Client
Upon entering this Agreement, the Client hereby agrees:
i. where the Company provides advice or instructions relevant to the provision of the services (including but not limited to the Core Services) to ensure that the Client fully understands such instructions, it shall ask for clarification where necessary, and follow all such advice or instructions precisely. The Company accepts no responsibility for any consequences of incorrectly followed advice or instructions, howsoever conveyed;
ii. and understands that link placements, link edits, content edits, link removals and similar actions are carried out at the discretion of the relevant website owner or publisher and may not be under the control of the Company. Therefore, the Company accepts no responsibility for the editing, removal or guaranteed action of certain links and content on any websites in respect of which the Client’s business activities feature;
ii. not to use ’black-hat’ techniques, including (but not limited to) doorway pages, redirects, link spamming, cloaking and keyword stuffing. If the Client is unsure as to whether any technique or action is covered by this clause, it must consult the Company before using such technique or carrying out such action; iv and understands that the Company accepts no responsibility for incoming links to the Client’s website generated by third-parties, or for any consequences whatsoever of third-party activity in respect of such links;
vi. and acknowledges that search engine rankings, algorithm changes and website traffic numbers are created, modified, recorded and published at the discretion of Google, Bing, Yahoo or the relevant third-party entity. The Client hereby acknowledges that such factors are outside of the control of the Company and accepts that search engine rankings, website traffic and search results cannot be guaranteed;
vii. and acknowledges that save for where it agrees itself to set up any relevant Google accounts (including but not limited to those relating to Analytics, Ad Words, Google Search Console and Google Tag Manager) (the “Google Accounts”), the Company shall retain exclusive ownership of and access to any and all Google Accounts that it has created on behalf of and for the benefit of the Client. For the avoidance of doubt, any attempt by the Client to take control of and/or exert any rights over Google Accounts that have been created by the Company for the benefit of the Client shall constitute an actionable breach of this Agreement; and
viii. that all work product created by the Company during the course of this Agreement shall remain the lawful property of the Company until such time as any and all Fees raised in connection with such work product are paid in full by the Client in accordance with clause 6 of this Agreement.
6. Responsibilities of the Client
In exchange for the services provided by the Company, the Client hereby agrees as follows:
i. to arrange transfer all Third-Party Funds into the Company’s designated bank account (as directed by the Company from time to time) to enable the payment of agreed and authorised third-party invoices on a timely basis; and
ii to arrange transfer of all Fees into the Company’s designated back account (as directed by the Company from time to time) within seven (7) days from the date of any invoice raised by the Company and addressed to the Client in relation to the provision of services (including but not limited to the Core Services). In the event the Client fails to settle the Company’s Fees within seven (7) days from the date of the relevant invoice and such Fees become overdue, then without prejudice to any of the Company’s other rights or remedies that exist at law or in equity, the Company reserves the right to suspend provision of the services (including but not limited to the Core Services) or any part thereof, until the Client transfers to the Company any outstanding sums due. Moreover, in the event the Client fails to settle the Company’s Fees twenty-eight (28) days from the date of the relevant invoice, the Company shall be entitled at its sole discretion to terminate this Agreement with immediate effect.
7. Other expenses
Where agreed in advance in writing, the Client shall reimburse the Company for any and all fees, charges, costs, expenses and outgoings that are incurred by the Company on behalf of the Client in relation to outsourced activities (including but not limited to) usability studies, third-party optimisation implementations or affiliate activity.
8. Term of the Agreement
This Agreement shall run from the date hereof (unless otherwise specified) and continue on a rolling basis until either the Company or the Client purports to effect the termination provisions contained within clause 9.
i. Either party shall have the right to terminate this Agreement at any time upon giving thirty (30) days’ notice in writing to the other party;
ii. Either party shall have the right to terminate this Agreement by written notice with immediate effect in the event of a material breach of any of its terms, PROVIDED ALWAYS THAT in the event of a breach which is capable of remedy, the defaulting party has failed to make good any such breach within seven (7) days of being required to do so by the non-defaulting party, in writing (the non-defaulting party having identified the breach and the steps which must be taken by the defaulting party to remedy it);
iii. During the period of any notice the Company shall continue to render the services (including but not limited to the Core Services) and both Parties shall honour all prior commitments and discharge all of their respective obligations which arise under the terms of this Agreement; and
iv. Either party may terminate this Agreement with immediate effect by written notice in the event the other party enters into an arrangement with its creditors or makes a declaration of solvency with a view to a voluntary winding up, or if any other steps are taken or events occur which may lead to the relevant party being wound up, an administration order being made against it or, for any other reason, it ceases to trade.
To the extent the parties to this Agreement wish to vary or amend any of its terms, any such variations or amendments must be effected in writing by duly authorised representatives of the Client and the Company. All variations or amendments are to be annexed to this Agreement on the date upon which they are executed.
11. Data Protection
Each party shall comply with the provisions of the Data Protection Act 2018 (the “Act”) in all matters relevant to this Agreement and the agreed services (including but not limited to the Core Services). In the event of a party’s breach of statutory duty under the Act which arises from the use or misuse, disclosure, or transfer of personal data, that party shall indemnify the other against all actions, claims, demands, fines or proceedings which may be brought or levied against it, as well as all reasonably incurred costs and expenses (whether legal or otherwise) directly arising out of the same.
12. Authority to Act
The Company shall have no authority to bind the Client except where such authority is given by the Client to the Company in writing.
The relationship created by this Agreement is not exclusive. For the avoidance of doubt, nothing in this Agreement shall prevent the Company from entering into agreements with other clients for the provision of (amongst others) digital marketing services.
14. Force Majeure
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (save for the Client’s obligation to pay Fees to the Company within fourteen (7) days of any invoices rendered), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events:
i. acts of God; ii. flood, fire, earthquake or explosion; iii. war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; iv. government order, law, or action; v. embargoes or blockades in effect on or after the date of this Agreement; vi. strikes, labour stoppages or slowdowns, or other industrial disturbances; vii. telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and viii. other similar events beyond the reasonable control of the Impacted Party.
15. Entire Agreement
Without prejudice to clause 10, this Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16. Contracts (Rights of Third Parties) Act 1999
For the avoidance of doubt, none of the terms contained within this Agreement shall give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15. Applicable Law & Jurisdiction
The law applicable to this Agreement shall be the Law of England and Wales. The Parties hereby irrevocably submit to the exclusive jurisdiction of the English courts and waive any objection to proceedings that are brought in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.
This Agreement has been executed by the parties.