Statement of Works
Last updated: February 2015
Section 1: General Terms
1.1. Document Control
This Statement of Work is made on the date of the signed Quote (the “Effective Date”) between:
The company referenced on the Quote referred to hereafter as the “Client”; and
Impact Digital Marketing Limited registered in England and Wales under Company Registration Number 9366515, whose registered address is 3 Warners Mill, Silks Way, Braintree, Essex, CM7 3GB and referred to hereafter as the “Supplier”
1.2.1. This Statement of Work (“SOW”) sets forth the activities and responsibilities related to the provision by the Supplier of certain Services, which the Supplier has agreed to supply to the Client under those listed on the Quote.
1.3.1. Words and expressions used in this SOW shall have the same meaning as defined in the Terms and Conditions of Supply unless explicitly stated otherwise in this SOW.
1.3.2. In this SOW, unless the context states or requires otherwise, references to Clauses, Sections or Appendices are references to clauses (and sub-clauses), sections or appendices of this SOW.
1.4.1. Notices or other documents to be given or sent under this SOW may be given by one Party to the other by personal service, post, email or facsimile in accordance with the Contact Details and Address for Notices set out in the Terms and Conditions of Supply.
1.5.1. This SOW shall commence on the Effective Date (as set out in the Document Control Section at the start of this SOW) and, shall continue until the completion of the services defined herein unless otherwise terminated in accordance with the terms of the Terms and Conditions of Supply.
1.6. The Supplier’s Warranties
1.6.1. The Supplier warrants that the Services will be supplied and rendered with all due skill, care and diligence by appropriately experienced, qualified and trained personnel in accordance with Good Industry Practice.
1.6.2. If the Client is dissatisfied with the performance of any personnel assigned by the Supplier to perform the Services, the Client shall notify the Supplier in writing with details of the unsatisfactory performance. If the Supplier is satisfied that the Client’s dissatisfaction is reasonable, then the Supplier shall replace or retrain that person as soon as reasonably practicable.
1.7. Limitation of Liability
1.7.1. In addition to the limitations of liability set out in the Terms and Conditions of Supply, the Supplier shall not be liable for any loss or damage sustained
incurred by the Client or any third party resulting from the performance, late performance or non-performance of the services set out herein.
1.7.2. The Client acknowledges and agrees that the provisions of this Section 1.7 are reasonable, given the sums payable to the Supplier under this SOW and the disproportionate size of claims that might otherwise be brought against the Supplier and the Fees herein have been calculated on that basis.
Section 2: The Services Impact Digital Marketing Provide
Actual services provided to the Client are outlined on the respective Quote.
2.1. Pay-Per-Click (PPC) Services
2.1.1. PPC services provided by the Supplier to the Client in this SOW relate to Google AdWords. The Client will provide the Supplier with access to their PPC account enabling the Supplier to optimise, manage and control the Client’s PPC account.
2.1.2 Any changes requested by the Client are required in writing.
2.1.3 The Supplier will manage the daily and monthly budgets to the agreed amount. Changes to budget must be supplied in writing supplied by the Client.
2.1.2 The Client will pay the Supplier a monthly fee as outlined in the Quote.
2.1.3 The Client is responsible for paying media fees and advertising costs directly to the Media Provider.
2.1.4 Each month the Supplier will provide a summary report to the Client on PPC activity.
2.2. Search Engine Optimisation (SEO) Services
2.2.1 The Supplier shall provide the Client with on-page and off-page SEO services in accordance with Google’s industry best practices.
2.2.2 The Supplier shall provide the Client with monthly reports on links, organic traffic and ranking results as a consequence of SEO activities carried out.
2.2.3 Highly ranking websites that require financial investment such as building out lengthy content may incur an additional fee outside of the Quote. If this is the case, the Supplier will contact the Client for written approval before proceeding.
2.2.4 SEO is a long-term focus and can take time to deliver results. The Supplier does not guarantee the Client will instantly see results or appear at number 1 in search engines.
2.3. Social Media Marketing Services
2.3.1. The Supplier shall manage and update the Client’s Facebook, Twitter and Google+ accounts as set out in the Quote. Any posts created by the Supplier shall be sent to the Client for approval before they are published unless otherwise stated in writing.
2.3.2 The Client also commits to sending the Supplier content on a weekly basis to post on social media.
2.3.3 The Supplier uses Social Media Software to send out social media posts and while the Supplier will endeavour to provide a reliable and professional service to the Client at all times, the Supplier cannot guarantee that the Social Media Software will be available at all times, especially in the event of a technical fault beyond its control.
2.4. Email Marketing Services
2.4.1 The Supplier shall manage email campaigns on behalf of the Client as set out in the Quote.
2.4.2 The Supplier uses Email Marketing Software to send out email campaigns and while the Supplier will endeavour to provide a reliable and professional service to the Client at all times, the Supplier cannot guarantee that the Email Marketing Software will be available at all times, especially in the event of a technical fault beyond its control.
2.4.3 The quality of the contact data is the responsibility of the Client. Where data is provided to the Supplier, the Supplier agrees to not disclose this confidential information to unauthorised third parties. The Client authorises the Supplier to use Email Marketing Software.
2.4.4 Data supplied by the Client authorises the Supplier and the Email Marketing Software without limitation the use of the Client’s Site, collection, storage, and use of hosted data.
2.4.5 The Supplier shall use the Email Marketing Software’s Service at all times strictly in accordance with all policies, domestic and international laws and regulations, including without limitation those relating to the use of the Internet, electronic communications, anti-spam, privacy, obscenity, defamation and applicable export laws. Use of the Service at all times is subject to the Email Marketing Software’s Acceptable Use Policy. The Email Marketing Software reserves the right, but assumes no responsibility or obligation to monitor the Client or Supplier’s conduct and use of the Service. The Email Marketing Software may, at its own discretion, take action to remediate any problems caused by violations (or alleged violations) of the Acceptable Use Policy, including but not limited to suspension to access (in part or in whole) the Service and/or suspension or termination of the User’s Account.
User represents and warrants that it will use the Service in full compliance with the CAN-SPAM act including but not limited to:
188.8.131.52 User will not use false or misleading e-mail header information. The Service does not allow the manipulation of any e-mail header information by the User. The User agrees not to use e-mail relays or other agents in conjunction with the Service to deploy or send e-mail in any way that generates false or misleading e-mail header information.
184.108.40.206 User will not use deceptive subject lines. This means that any subject line attached to any electronic mail sent in conjunction with use of the Service must clearly relate to the content of the electronic mail. The
220.127.116.11 User will use and apply the Opt-Out mechanism of the Service to any electronic mail sent through the Email Marketing Software’s mail servers to provide a clear, easy to use, and fully functional unsubscribe method for recipient electronic mail.
18.104.22.168 User will provide a valid physical postal address within the content of the message using the mechanism of the Service. The CAN-SPAM law requires that the “sender of the e-mail” (i.e. the person or company identified in the From label) to display a physical postal address within the content of the message. The Email Marketing Software provides this function automatically in the standard footer on all e-mail composed and sent through the Service. ALL Users of the Service are required to provide a valid and accurate postal address for this purpose.
2.5. Content Services
2.5.1. The Supplier will provide content services to the Client as outlined in the Quote and both parties agree;
22.214.171.124 All content produced by the Supplier will be sent to the Client for approval.
126.96.36.199 The Client has the right to two revisions under this SOW.
188.8.131.52 The Supplier will assess the extra work required by the revision and reserves the right to provide a quote on the additional work if the revision falls outside of the scope of the Quote.
184.108.40.206 It is the Client’s responsibility to check the proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. The Supplier is not liable for errors or omissions.
220.127.116.11 The Client’s signature or confirmation in writing is required to approve the content prior to release for printing or other implementation.
2.6 Website Development
2.6.1 The Supplier will provide a new website as set out in the Quote and Website Service Agreement.
2.6.2 In consideration of the Services to be performed by the Supplier, the Client shall pay to the Supplier fees in the amounts and according to the payment schedule set forth in the Quote, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
2.6.3 The Supplier will only commence Services on a Project after receipt of a deposit from the Client as set out in the proposal and specification document. The deposit covers the cost of design work carried out. It is not possible to refund a deposit once the Supplier have sent the first design to the Client. The Supplier reserves the right at their sole discretion to decide whether a refund is applicable if requested by the Client for any reason.
2.6.4 The Website Development pricing includes the Supplier’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to the Client separately unless specifically otherwise provided for in the specification.
2.6.5 The final balance is payable in full on completion of the Client’s website CMS. The Supplier reserves the right to refrain from switching the Client’s website to Live Mode until all sums owed to the Supplier are paid in full. The Supplier will also have the option to exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged daily at 5% over the Bank of England base rate along with EU late payment charges. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. The Supplier reserves the right to delay any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of changes.
2.6.6 All Deliverables shall be deemed complete once the Client has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post or other methods. If the Client fails to communicate with the Supplier for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete and billed accordingly.
2.6.7 Unless otherwise provided in the proposal or site map/specification document, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the agreed specification on a time and materials basis e.g. additional design features or modifications to the CMS. Such charges shall be in addition to all other amounts payable under the proposal, despite any maximum budget, contract price or final price identified therein. The Supplier may extend or modify any delivery schedule or deadlines in the proposal and Deliverables as may be required by such changes. Once the client has approved the artwork and the build commences additional changes to the artwork will incur an additional charge.
2.6.8 If the Client requests or instructs changes that amount to a revision in or near excess of 50% of the time required to produce the Deliverables, and or the value or scope of the Services, the Supplier shall be entitled to submit a new and separate proposal and specification to the Client for written approval. Work shall not begin on the revised services until a fully signed revised specification and, if required, any additional retainer fees are received by the Supplier.
2.6.9 The Supplier will prioritise performance of the Services as may be necessary or as identified in the proposal, and shall make reasonable efforts to perform the Services within the time(s) identified in the proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either,
18.104.22.168 Approve the Deliverables in writing or
22.214.171.124 Provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Supplier. The Supplier shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that the Supplier’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the proposal and that any delays in the Client’s performance or changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables.
2.6.10 The Supplier shall make reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within 30 business days of receipt of each Deliverable, shall notify the Supplier, in writing, of any failure of such Deliverable to comply with the specification, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and the Supplier will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to these Terms and Conditions. In the absence of such notice from the Client, the Deliverables shall be deemed accepted.
2.6.11 The Client acknowledges that it shall be responsible for:
126.96.36.199 Coordination of any decision-making with parties other than the Supplier;
188.8.131.52 Carrying out sufficient research before proceeding with a Project. This will include ensuring that the Project can operate legally within the UK and any other applicable jurisdiction;
184.108.40.206 Testing any application or programme relating to a website developed by the Supplier before being made live for use. Where bugs, errors or other issues are found after the site is in Live Mode, the Supplier will endeavour to correct these issues to meet the standards of function outlined in the Deliverables.
2.6.12 The Supplier retains the right to reproduce, publish and display the Deliverables in the Supplier’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
2.6.13 Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (‘Confidential Information’). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Project except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party,
is otherwise properly received from a third party without an obligation of confidentiality.
2.6.14 The Supplier fully test all the websites developed for a Client to ensure maximum visibility in all modern Web Browsers but cannot guarantee future support for Web Browsers. Over time all Web Browsers are updated and occasionally this affects the look or functionality of a website. The Supplier use the latest web techniques to limit this but any changes that need to be made to a client’s website due to a significant Web Browser update may incur additional charges.
2.6.15 The Client represents, warrants and covenants to the Supplier Ltd that
220.127.116.11 The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of the Client content,
18.104.22.168 To the best of the Client’s knowledge, the Client content does not infringe the rights of any third party, and use of the Client content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
22.214.171.124 The Client shall comply with the terms and conditions of any licensing agreements which govern the use of third party materials, and
126.96.36.199 The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
2.6.16 To the best of the Supplier’s knowledge, the Final Art Work provided by the Supplier and the Supplier subcontractors does not infringe the rights of any party, and in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the proposal or this Agreement or contrary to the Terms and Conditions noted herein, all representations and warranties of the Supplier shall be void. 10.3 The Client agrees to fully indemnify and hold the Supplier free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permission. Any artwork, images, or text supplied or designed by the Supplier on behalf of the customer, will remain the property of the Supplier and/or our suppliers unless otherwise explicitly stated.
2.6.17 Where images have been purchased by the Supplier on behalf of the Client, the Supplier shall not be liable for misuse of these images by the Client or any other person(s) copying, altering or distributing the images to individuals or other organisations. All images purchased by the Supplier on behalf of the Client from a stock library will be invoiced to the Client.
2.6.18 All images displayed on the Client’s website will only be used after authorisation by the Client and are the sole responsibility of the Client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright supplied by the Client, they will be the sole responsibility of the Client.
2.6.19 Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, the Supplier grants to the Client the rights to the Final Art Work as set forth in the proposal.
2.7 Onsite Marketing Resource
2.7.1 Onsite Marketing Resource is subject to visiting the Client’s office to carryout the work or remotely if specified in the quote.
2.7.2 The scope of work and number of days is agreed to in the quote.
2.7.3 The number of days per month are not set to a specific amount each week unless specified in the quote.
2.7.4 Specific days on Client site need to be agreed by both parties in advance (minimum 5 working days).
2.7.5 The working day is deemed as a weekday and excludes UK bank holidays, Christmas Day, Boxing Day and New Years Day.
2.7.6 The working day is 09:00 – 17:30 with one hour for lunch unless specified in the quote.
2.7.7 The Client is responsible for determining the work to be carried out as well as providing access to their network and resources as and when required in order to carryout the work.
2.7.8 Days cannot be carried forward to another month unless agreed in writing by both parties.
2.7.9 Cancelling an agreed onsite day needs to be communicated no later than 3 business working days.
Section 3: Service Level Agreement (SLA) Management
3.1 The Supplier will email monthly reports to the Client covering the Services subscribed to.
3.2 The Supplier will call the Client on receipt of the monthly reports to explain them to the Client.
Section 4: Account Management
4.1 The Supplier shall at all times maintain a named individual who shall be assigned responsibility on behalf of the Supplier for the following activities:
4.1.1 Managing the overall service delivery to the Client;
4.1.2 Ensuring that the Supplier’s resources, capabilities and capacity are maintained at a level sufficient to meet the needs of the Client;
4.1.3 Overseeing the general functioning of the Supplier’s service delivery teams and constantly seeking to improve the quality of the service team;
4.1.4 In conjunction with the Client, defining requirements for new services or changes to existing services to better meet the needs of the Client;
4.1.5 Ensuring that the introduction of any new services or changes to any existing service are professionally effected;
4.1.6 Creation and distribution of Service reports to the concerned parties.