This Agreement is entered between (“the Client”) and Softline Solutions (“Softline Solutions”).
Terms Of Service
Engagement: Subject to the terms and conditions of this Agreement, the Client hereby engages Softline Solutions as a consultant to perform the services set forth as part of this agreement, and Softline Solutions hereby accepts such an engagement.
Duties and Compensation: Duties and compensation of this engagement shall be set forth in the proposal provided verbally, or by signing up on our web site, which may not be amended unless in writing and accepted by Softline Solutions. Softline Solutions begins work immediately upon the execution of this agreement and holds the client responsible for complete payments on a timely manner. Softline Solutions monthly fees are automatically billed to the credit card on file at the start of the project.
Softline Solutions SEO, Social Media, PPC, and all related services Duration and Termination: This engagement shall commence upon execution of this agreement and shall continue and remain in effect per the signed agreement. The Client must give a 30 day notice of cancellation as per the signed agreement. Any payment due within the 30 day cancellation period will be billed in full. All created content, including image and video is the property of Softline Solutions unless client has contracted and paid Softline Solutions for it. The registration of the domain if purchased by Softline Solutions will be considered Softline Solutions intellectual property unless an alternate agreement is discussed during the sign up process. Content and domain (if purchased by Softline Solutions) can be transferred to the client upon termination for $399.00 during the first 12 months; the transfer fee is waived after 12 months. Call tracking is available at an additional cost of $29.95 per month and per minute charges may also be applicable. This will require the use of a new telephone number(s) across all marketing channels to allow for recording and conversion tracking functionality.
Payment, Financial Agreement, Refund Policy, Credit Card, Payment Reversals: Client acknowledges and agrees that all financial information given to Softline Solutions (e.g., credit card, electronic debit information, etc.) is true and lawfully theirs to and that Softline Solutions is reasonably relying on said representations in entering into this Agreement and providing its products and/or services. Client acknowledges that all payments are due in advance of any services to be performed and that Softline Solutions maintains a “NO REFUND POLICY” for any services. In the event that Client charges back, reverses, dishonors any payment to Softline Solutions, incurs any additional charges as provided for in this Agreement, an interest at the rate of 12% per annum or at the highest legal rate (whichever rate is lower) will be assessed on the full amount due, until said amount is paid in full. Client understands that Softline Solutions prides itself on protecting consumer’s financial privacy and safety. Softline Solutions will prosecute to the full extent of the law for any fraudulent financial information given to it.
Un-enforceability of Provisions: 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.
Default or Breach by Client; Fees & Costs; Preemption: Client defaults on or otherwise breaches any of the terms, conditions, covenants and/or warranties contained in this Agreement, Client agrees to compensate Softline Solutions for any and all damages arising thereof, including but not limited to actual damages, consequential damages and economic losses. Furthermore, Client agrees Softline Solutions shall be entitled to recover all reasonable fees, expenses and/or costs (including attorney’s fees, in-house counsel costs, court costs, expenses and other costs) incurred in attempting to collect payment from Client or in enforcing this Agreement against Client, to the extent not prohibited by applicable law.
Indemnification and Liability: Client agrees and acknowledges that it shall hold Softline Solutions (including but not limited to all its employees, officers, shareholders, directors, agents, attorneys, vendors, affiliates, subcontractors, its parents, subsidiaries, suppliers or contract employees) harmless from any liability, loss, claims, and/or expenses related to any or all provided services.
Liability: Softline Solutions will not be liable for, nor limited to the following, as any of these pre-existing conditions may harm your results: duplicate domain names or websites, re-directing URL’s, previous SEO actions both on and off the website, changes to PPC campaigns under management without consultation with Softline, previous link popularity or link farm efforts, previous trouble (site being banned) with or by any search engine(s),any other effort(s) that would harm or hinder our results, whether previously, or incurred presently or in the future after acknowledgment the agreement with Softline Solutions. Softline Solutions is not liable for the results or any outcome of this engagement. Also, if there are any modifications to the work performed by Softline Solutions, without prior written consent is considered a breach of this agreement. Softline Solutions is also not liable or responsible for acts of God or other force major actions.
Softline Solutions Optimization Services
Keywords – Keywords must be finalized by the Client within 7 days of acknowledgment of this agreement. Failure to finalize the optimization keywords within 7 days will result in Softline Solutions finalizing the keyword list on behalf of the Client. Any modification to the time frame and keyword list can only be altered if mutually agreed upon in writing, by both parties.
Search Engines – Search Engines are their own separate entities, they can change placement and/or ranking results at any time, for which, Softline Solutions will NOT assume any liability. Further, Softline Solutions will not assume any liability for copyright infringements for keywords/phrases chosen by the client used in the optimization or on the pages uploaded to the client’s website or used in our link popularity networking. The client must also inform Softline Solutions as to the existence of such infringements, in writing.
SEO Optimization Success – Client acknowledges and agrees that there are no guarantees of success after search engine optimization. Client agrees that Softline Solutions shall not be liable for clients business not yielding the results expected the after optimization of the web site. Furthermore, Client agrees that Softline Solutions does not guarantee any business success or any results thereof.
Pay Per Click Services
Business Assessment – client will need to provide the required information and access to the business in order for Softline Solutions to complete the initial business assessment.
Keyword Research – An initial targeted keyword list must be provided by client to Softline Solutions in order to initiate the keyword research and provide an estimate of the Cost Per Click (CPC). The initial keyword list will also be used to research additional keywords required to achieve optimal CPC, quality score, customer base and the targeted market by the client in order to achieve the overall internet marketing objective.
Ad Copy writing – Softline Solutions will create as many ads as necessary to increase CTR and conversions. Softline Solutions will not require the approval of Client to create ads unless a separate arrangement is agreed upon. Client will need to determine if ad approval is required during the signing of the agreement before an ad can be included in a campaign.
Review Budget – Client is required to provide Softline Solutions with the initial budget amount for the overall PPC campaign. Softline Solutions will provide feedback on budget requirements necessary to ensure the client is able to effectively drive traffic and data. If more than one PPC service is used, Client will need to provide how the overall budget is to be distributed across the number of PPC services or allow Softline Solutions the flexibility to distribute the budget for optimal results. The agreed upon budget amount may have a variance of up to 20% on any given day from the set daily budget. PPC systems may deliver up to 20% more ads than your daily budget calls for. This helps make up for other days in which your daily budget is not reached. However, you’ll never be charged more than your average daily budget over the course of a month.
PPC Providers – As PPC advertising providers and search engines are their own separate entities, keywords being bid on can change ad placement and/or cost at any time, for which, Softline Solutions will NOT assume any liability. We will however report any major fluctuations in ad placement and cost for specific keywords to Client in order for Client to make the required decision to alter the budget or price for the keywords. Further, Softline Solutions will not assume any liability for copyright infringements for keywords/phrases chosen by the client used in the PPC campaign or on the pages on to the client’s website.
PPC Provider Fees – PPC management fees don’t include the actual PPC click fees charged by PPC advertising providers such as Google Adwords, Bing Ads, Facebook Ads or Yahoo. PPC management fees and PPC advertising provider fees are two different costs; the PPC management pricing included in the proposal is only for PPC management and does not include PPC advertising provider costs which are billed separately and directly to Client by the PPC advertising provider.
Termination Of Service Duration and Termination: This engagement shall commence upon execution of this agreement and shall continue and remain in effect as per the signed agreement. The Client must give a 30 day cancelation notice by following the instructions in the agreement. Verbal cancellations will not be accepted under any circumstances. Any payment due within the 30 day cancellation period will be billed in full.