Terms and Conditions

Website Build Terms and Conditions

DEFINITIONS

Web Development Services shall include all services that Agency provides to Company under this Agreement.

Contract and Agreement shall refer to this Web Development Services Agreement.

Support refers to any services provided by Agency following implementation and Company's acceptance of website, such as: corrections or updates to website content, modification of application code that controls the website, DNS changes, email problems, or troubleshooting on site activity.

Acceptance means that Agency has provided to Company all Deliverables required to be provided to Company as described in the Scope of Services and Company has acknowledged acceptance of same, or Company has begun to use the application developed by Agency for conducting Company's business.

Deliverables are the specific action items described in the Scope of Services, which Agency or Company shall provide to the other during the course of performance under this Agreement.

Scope of Services describes the specifications of the work to be performed by Agency to Company under this Agreement, and shall identify the major milestones of application development contemplated under this Agreement.

Test and Testing means executing application code developed under this Agreement and evaluating whether the result of execution matches the expected result under the Scope of Services developed between Agency and Company.

URL stands for uniform resource locator, and refers to any website address used by a public internet browser to locate or use an internet page

Project Scope Changes

There may be additional charges if the scope of the project changes (if you ask for additional deliverables beyond that which are listed in this proposal).

Refunds

There are no refunds once we have started working on your site

Client Confidentiality

It is our policy to keep active clients’ data confidential, unless written permission is given by you to use the data in our blog posts, newsletters or presentations. With that said, if there is some technique we are using across all clients’ campaigns and it’s not proprietary to the client, it may be shared. For example, talking about a new plug-in or membership site feature.

Company Confidentiality

Client acknowledges that by reason of its relationship with MMSpark hereunder it will have access to certain information and materials concerning MMSpark’s business systems and/or trade secrets that is confidential and of substantial value to MMSpark which value would be impaired if such information were disclosed to any third parties.

Client agrees that it shall not use in any way for it’s own account or the account of any third party, not disclose to any third party any such confidential information revealed to it by any member of MMSpark. Client shall not publish any technical description of any services provided by MMSpark beyond the description published by MMSpark.

Timeline, Accuracy and Content

Because the Agency is not an employee, the Company must understand that the Agency has multiple clients. Therefore all work should be scheduled in advance accordingly. Further, the Agency will ensure that all tasks are completed as quickly as is possible without sacrificing quality or accuracy of work.
The Company assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. The Agency is not responsible for errors or omissions because of incorrect or missing information from the Company.
The Company will provide all content, outlines, photos, product images, etc., necessary for any special projects. The Agency is not responsible for errors made due to illegible sources. Company is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for the Agency to perform or complete the contracted services. INTELLECTUAL PROPERTY OWNERSHIP

Ownership: Ownership of all copyrights and the original artwork shall be retained by the Agency until all payments due to Contractor are received. Upon receipt of payments, ownership of all registered and unregistered patent, copyright, trademark, and trade secret rights in anything created or developed by Agency for Company shall be transferred to the Company.
Content: The parties agree that the site content provided by Company to Agency remains the intellectual property of the Company.
Publicity: The parties agree that the other party may use its name, URL, and logo on its website and in its customer lists for corporate and financial presentations

INDEMNIFICATION AND DISPUTES

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
The Company agrees to indemnify, defend and save the Agency harmless from and against any and all claims, damages, liabilities costs and expenses exceeding the amount invested in Contractor services.
This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
The laws of England and Wales shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
Any controversies arising out of the terms of this Agreement or its interpretation shall be settled by the laws of England and Wales
No Abusive Content: Company shall not post or ask Agency to post abusive or unethical materials such as, but not limited to: pornography, obscenity, nudity, racism, materials which are defamatory of another, or any other materials, which, in the sole discretion of Contractor, are abusive or unethical towards others.
Return On Investment (ROI)

Please keep in mind that ROI is reliant solely on the traffic generated to your site, which is your responsibility. However, we can advise on this, and we do offer traffic generating services, including SEO, Facebook advertising, social media campaigns and Google PPC campaigns should you need any help.

Our job is to create a Google and mobile-friendly website that optimises your content for users, and the search engines. Your job is to make sure that when visitors get to your site they take the action you want them to take. Both parties play a crucial role in creating a good ROI.

Strategic Advice & Conversion Optimization

Marketing strategy creation and conversion optimization are skills above and beyond that of building a website. While we may give some strategic advice and / or be setting up your landing pages and mailing list initially for you, it is your ongoing responsibility to continue to optimize those resources (including creating content for follow up sales emails) and turning new leads into sales. Ditto any optin / sales pages on your website.

MMSpark can offer one-off or even on-going funnel creation and conversion optimization advice and services but this advice and those services must be quoted and paid for separately.

Social Media Management Terms and Conditions

a.  Payment will be made before services are rendered and are non-refundable.

b.   Company is responsible for any pre-approved additional costs and will be billed at a rate of £35/hr for any technical support, graphic design or
webpage / landing page design and development

c.   The minimum commitment (or "term") is 3 months. This commitment will be automatically renewed unless cancelled with 30-days notice.

d.   As a Renewal Bonus, a complimentary 90 Day Plan will be provided to you when you renew your term.

VII. INTELLECTUAL PROPERTY OWNERSHIP

Agency may display all work done for Company in a web, print, and/or social media-based portfolio. If the Company does not wish for the Agency to include certain pieces of work in the portfolio, the Company must specify this request to the Agency in writing.
Agency retains all registered and unregistered patent, copyright, trademark and trade secret rights in anything Agency created or developed prior to this Agreement.

VIII. RELATIONSHIP OF PARTIES

It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider

IX. INDEMNIFICATION AND DISPUTES

The Company agrees to indemnify, defend and save the Agency harmless from and against any and all claims, damages, liabilities costs and expenses exceeding the amount invested in Agency services.
This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
The laws of England and Wales shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

X. CONFIDENTIALITY

By the nature of the business contemplated in this agreement it will be necessary at times for the parties to disclose certain confidential and proprietary information to the other of their respective businesses and personal matters. All such private disclosures are to be kept in the strictest of confidence. Items of public domain are excluded and Company must specify to Agency when information is considered confidential.

XI. BEGINNING AND TERMINATION OF AGREEMENT

This Agreement becomes effective upon the signing of this Agreement by both parties.
The minimum term of this agreement is detailed in Section II
Company may terminate this Agreement by giving 30 days written notice to the other party of the intent to terminate along with their reasons for termination. In the event of termination, the Company is still responsible to pay the Agency for the remainder of the contracted term as described in Section II

 

Facebook Ad Campaigns Terms and Conditions

Terms

Project Scope Changes

There may be additional charges if the scope of the project changes (if you ask for additional deliverables or traffic sources beyond that which are listed in this proposal). This is to compensate for the added time and resources needed for a larger budget.

Pausing Campaigns

We understand the occasional need to pause ads while making changes to your sales process. We can pause ads at any time, however we can not pause the monthly management fee.

This campaign management fee holds your spot in our limited client roster. Since your management fee is dependent on ad budget, when ads are paused, your monthly management fee will be dependent on the percentages of ad budget you spend each month.

Refunds

There are no refunds once we have created your ads.

Suspended / Closed Accounts

We will always endeavour to work within Facebook Guidelines to keep your account open and traffic flowing. Our income depends on our agency reputation with Facebook, Twitter or any other Social Media platform we may be buying ads for you on. We have as much to lose as you do.

However, sometimes unexpected suspensions or closures do occur and we will always work with you to communicate with Facebook to attempt to get any such suspension or closure lifted or reversed.

In order to facilitate this you will agree to

Follow our advice about approved content
Avoid popup or exit pops on landing or thank you pages
Always show a Privacy Policy on landing pages
Avoid auto-play videos on landing pages
You further agree that you will continue to pay our fees while we work with you to reverse any such decision and if we don’t win, you will expect no refund of fees paid to date.

Should any such suspension or cancellation occur and it is irreversible, you hold us free from any liability in expenses incurred or business lost.

Cancellation

To cancel your agreement, after the first 3 months have elapsed, you must submit a cancellation notification by email 30 days prior to our next billing date. Please send your cancellation notification email direct to cassie@mmspark.com copying support@mmspark.com.

Ad Budget

You will pay your ad budget direct to Facebook via a card set up on the profile attached to your Facebook Page account.

Management Fees Processing Fees

You will pay our management fee via the Go Cardless subscription link provided. There is an option to pay by credit card via PayPal, however you will bear the cost of processing fees (currently 4%).

Exclusivity / Competing Offers

As long as you are in good payment standing with your account, we will undertake not to work with any direct competitors and, if unsure, we will talk to you about any clients that may make for a conflict of interest with your account.

Client Confidentiality

It is our policy to keep active clients campaign data confidential, unless written permission is given by you to use the data in our blog posts, newsletters or presentations. With that said, if there is some technique we are using across all clients’ campaigns and it’s not proprietary to the client, it may be shared. For example, telling people that newsfeed ads are doing well for us and that oCPM bidding is working better right now than PPC bidding, etc.

Company Confidentiality

Client acknowledges that by reason of its relationship with MMSpark hereunder it will have access to certain information and materials concerning MMSpark’s business systems and/or trade secrets that is confidential and of substantial value to MMSpark which value would be impaired if such information were disclosed to any third parties.

Client agrees that it shall not use in any way for it’s own account or the account of any third party, not disclose to any third party any such confidential information revealed to it by any member of MMSpark. Client shall not publish any technical description of any services provided by MMSpark beyond the description published by MMSpark.

Return On Investment (ROI)

Please keep in mind that ROI is never reliant solely on the traffic generated.

Our job is to decrease costs and make sure we are sending targeted traffic to your offers. Your job is to make sure that, when those visitors get to your page, they convert into leads and sales. Both parties play a crucial role in creating a good ROI.

Strategic Advice & Conversion Optimization

Marketing strategy creation and conversion optimization are skills above and beyond that of driving targeted traffic. While we may give some strategic advice and / or be setting up your landing pages and mailing list initially for you, it is your ongoing responsibility to continue to optimize those resources (including creating content for follow up sales emails) and turning your new leads into sales. Ditto any optin / sales pages on your website.

MMSpark can offer one-off or even on-going funnel creation and conversion optimization advice and services but this advice and those services must be quoted and paid for separately.

Guarantees

We always strive to send you highly targeted and relevant traffic to increase the odds of your conversions. However we cannot guarantee sales or optins from any traffic source, however we have a proven track record of creating both from our campaigns.