This Service Agreement (“Agreement”) is hereby entered into between Niks Web Media (hereinafter referred to as “the Agency”) and the party set forth in the related order form (“the Client” or “you”) incorporated herein by this reference (together with any subsequent attached forms submitted by Client, the “Order Form”) and applies to the purchase of digital marketing services, in total or as per the requirement ordered by Client.

• Rates: All service costs will be at the rates and on the terms indicated on this Agreement, or on Agency’s current rate cards which are incorporated into this Agreement if no rate is indicated.  This Agreement will control if there is a conflict between a rate card and this Agreement. Agency reserves the right to change the rate or work terms listed on any rate card upon prior notice to Client.  The Client agrees to be bound by the new rates or terms unless Client notifies Agency in writing of its intent to cancel the remainder of the term of this Agreement within thirty (30) days after receiving notice of any change.  Cancellation under this provision shall be effective as of the effective date of the new rates or terms and shall be without liability for failure to meet the digital marketing requirement.
• Term and Termination: This Agreement shall be effective as of the time frame set forth on the Order Form. This Agreement may be terminated by either party upon written notice to the other within thirty (30) days of receipt of the notice. This Agreement may be terminated by the Agency (i) immediately if the Client fails to pay any fees hereunder, or (ii) if the Client fails to cooperate with the Agency or hinders the Agency’s ability to perform the digital services hereunder. The Client shall pay all outstanding invoices and all other sums due to the Agency under this Agreement (or in respect of the relevant Services). In addition to its obligations to make payments under the express terms of this Agreement, if the Client arranges for a third party to provide the Services during the Notice Period, it shall pay the Agency a sum equivalent to the remuneration which the Agency would have received had the Agency provided the Services during that period.
• Payment: The client will pay the total amount owed to the Agency within the time period indicated on the Agency’s statement.  All statement disputes with Agency must be identified by Client to Agency in writing by the statement’s due date, or Client agrees that the statement is correct.
• Fees, Limitations or Refunds and Cancellation Fees: (a) The Client agrees to pay the Agency any and all fee(s) as stated in Order Form. (b) Remuneration and assignments shall be reviewed annually or at any time in the event of substantial changes to the Client’s requirements. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services the Agency reserves the right to reconcile and adjust the fee every six months to reflect the actual time spent. (c) If the Client and the Agency are unable to agree with remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as the agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated. (d) The Agency will invoice monthly and payment terms are 30 days from the date of each invoice. If the Client fails to pay any invoice within 10 days of the due date, the Agency shall have the right to suspend the Services. (e) Unless otherwise agreed in writing all fees or commission payments will be invoiced and paid in the currency in which the Agency is to incur those costs. (f) In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services. (g) Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties will be charged to the Client at cost. (h) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account. (i) The absence of any Client purchase order number or other job numbers will not constitute a valid reason for non-payment. (j) All fees, costs and all other amounts to be invoiced to the Client are exclusive of GST, which will be added to all invoices at the prevailing rate if required by law. (k) The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate.
• Indemnification: Client represents and warrants that it owns or licenses all rights necessary in any content supplied by or through Client for the publication, distribution, and other uses anticipated or permitted under this Agreement.  Client and/or the agency signatory to this Agreement agrees to hold Agency harmless and indemnify Agency from any and all claims, suits, damages, and expenses of any nature whatsoever, including attorney’s fees, for which Agency may become liable because of (a) Agency’s distribution or publication of Client’s work; (b) any content provided by or through Client, or (c) Client’s unauthorized publication or distribution of content owned by Agency.
• Web Development: (a) Copyright. The client retains the right to data, files, and graphics provided by the client. The client warrants that they hold all rights, permissions, and copyright to all information provided and fully indemnify the agency against any and all claims, costs or actions regarding the use of information, files and graphics supplied by the client for the agency to use in respect of contracted web development services provided to the client. (b) Law. It is the client’s responsibility to comply with the laws, taxes, and tariffs relating to web-sites and the agency does not offer legal advice in these matters (c) Proprietary code. Should the agency write custom code for a website or application required by the client, then the copyright for such code shall remain with the agency. In such cases, the agency shall authorise the client to make full usage of such code within the confines of their own business only, unless agreed separately in writing. (d) The Agency will own the right to the IP of all online websites, platforms or applications (including modifications/bespoke coding made to open source solutions) which are being built or edited until all work on them has been completed and paid for. (e) Please contact Niks Web Media for more information on website management packages where hosting security and the backups of websites is included.
• SEO Services: (a) In performing the Organic Search Services (OSO), the Agency shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations. (b) The Client acknowledges that the OSO Services will require modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and other factors that influence higher index visibility and keyword ranking. (c) The Client will be responsible for providing appropriate personnel to work with the Agency to implement the recommendations provided as part of the OSO Services. (d) The Client shall be solely responsible for operating, maintaining and managing all aspects of the Website. (e) The Agency will own the right to search engine optimisation we implement on websites, platforms or applications until all work has been completed and paid for.
• Search Engines: (a) Unless otherwise agreed by the parties in writing, in accordance with industry-standard practice, the Agency’s contracts with search engines and other suppliers for the Clients’ paid search marketing are made in accordance with the search engine/supplier’s current standard terms, conditions, and contracts. The Agency shall act as principal in dealing with all search engines/suppliers and all other suppliers unless otherwise mandated by local laws. In respect of the placing of all advertisements, the rights and liabilities between the Client and the Agency shall correspond to those between the Agency and the various search engines/suppliers under such conditions and contracts. Accordingly, the Client acknowledges and accepts: (i) that terms and rates are subject to revision in accordance with the agreements made by the various search engines/suppliers concerned and (ii) that all standard trading terms of search engines and other suppliers will be adhered to by the Client. (b) The Client shall indemnify the Agency and the relevant search engine/supplier in respect of any breach of any search engine/supplier terms which occurs as a result of any act or omission by the Client.
• Social Services: All content created by the agency and posted on the Client’s social pages are considered owned by the Client if all Social Services are paid in full. Standard social services such as Facebook, Twitter, Instagram, etc. utilized to manage social deliveries will have administrative access transitioned back to Client.
• Content Creation & Marketing: The Agency will provide content development and marketing services once agreed upon with the Client for the fee. All content written by the Agency remains the intellectual property of the Agency until the account is paid in full. The Agency takes no responsibility for the content that is changed after the final payment has been received. The content becomes the property of the client. The Agency asks all clients to carefully check the content provided. The Agency takes no responsibility if a client fails to do so in the checking and draft processes. All copies of the writing project are sent in Word format and clients are able to make changes as they wish after receiving the final copy. Changes to the content in the draft stages must be made within 14 days of the sent date unless otherwise negotiated. If they are not made within this time, the service is null and void and the content is considered complete. Clients receive the content (drafts and final copy) via email or Dropbox if needed. Please know, there will be an additional charge to make changes after the job is complete. We will do everything we can to get in touch with you and give you plenty of time to make your necessary changes if you have any. It’s best to make any amendments and work with us while everything is fresh and we can dedicate the time to completing your content.
• Upload of Content to Customer Websites: The Agency will not upload the optimised content and tags to the Client’s website unless agreed upon. If a web page has been designed using languages that we are not skilled in, uploading of content will be the responsibility of the Client and/or their webmaster. During the provision of the Services, the Client may provide the Agency with access to make changes to their website. However, the Client agrees that the Agency is not liable for any errors which may occur in these updates. Although full care is taken when making such website changes, the Client is expected to regularly back up its data. This excludes websites that have been developed by and still hosted with the Agency.
• Website Content and Maintenance: Ad-hoc website maintenance including content updates is charged separately once the agreement is over. The Client has an option to go for an Annual Website Maintenance Contract wherein the website will be maintained and the content will be uploaded. However, this contract will exclude the creation of any new page and will be charged separately. For any ad-hoc requirement, the Agency will provide a timeline basis on the changes and shall finish it on time unless there is some dependency from the Client. If the Client fails to provide all necessary documents and support for this ad-hoc change, the Agency will not be liable to miss out on the deadline.
• The Client ACKNOWLEDGEMENTS:  The Client understands, acknowledges and agrees that:
  • The Agency has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The Agency will resubmit those pages that have been dropped from the index.
  • Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list The Client’s web site(s)
  • Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
  • Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, the Agency will re-submit the web site(s) based on the current policies of the search engine or directory in question.
  • Some search engines and directories offer expedited listing services for a fee. The Agency encourages the Client to take advantage of these expedited services. The Client is responsible for all expedited service fees unless otherwise noted in the Order Form.
• Services Exclusions: Unless otherwise agreed in writing, the Agency has no liability for, and is not required to provide Services under this Agreement if it relates to:
  • rectification of lost or corrupted data arising for any reason other than the Agency’s own negligence; Any further support regarding the setup or ongoing usage of your email will be provided via the preferred services provider.
  • support rendered more difficult because of any changes, alterations, additions, modifications or variations to the Services or the use of the system or operating environment;
  • attendance to faults caused by using the Services outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Services, or caused by operator error or omission;
  • restoration of data files following failure to backup in accordance with the Agency’s recommended procedures;
  • diagnosis and/or rectification of problems not associated with the Services;
  • damage due to external causes outside of the Agency’s control including accident, disaster, electrical fault, power surges, lightning, internet connection fault, vandalism or burglary;
  • the Client not following the Agency or the third party (such as Google) written instructions for the Services;
  • the Client’s or its third party’s abnormal use of the Services and/or any repair or damage caused by such misuse;
  • any other Exclusions listed in the Agency Client Proposal.
    The Agency may choose to provide the above services at an additional cost to the Client (which will be invoiced separately).
• Disclaimer of all other Warranties: The agency can not warrant that the SEO services will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the client. Except as otherwise specified in this agreement, the agency provides its services ‘as is’ and without warranty of any kind.  The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties, provided by each party. Provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of any remaining provisions.
• Confidentiality: Each party must at all times: i) maintain the secrecy and confidentiality of any Confidential Information of the other party; ii) not divulge or disclose to any other person, firm, corporation or entity any Confidential Information of the other party; iii) refrain from copying, transmitting, retaining or removing any Confidential Information of the other party, or attempting to do the same; and iv) use its best endeavours to prevent the disclosure of any Confidential Information of the other party by or to third parties.
  For the avoidance of doubt, all methodologies, documentation, and procedures used by the Agency for the provision of the Services are classified as the Niks Web Media’s Confidential Information and may only be disclosed to the staff of the Client on a need-to-know basis. Disclosure to third parties of this Confidential Information is strictly prohibited unless the Agency provides its express written consent (which may be withheld in its absolute discretion).
• Data Protection: All information collected from or for the client will be held subject to the confidentiality terms of this agreement and in accordance with data protection laws. Such information will only be held by the Agency during the term of this contract. The client will have full responsibility in respect to complying with the Data Protection Act for all information that the Agency collects and supplies to the client in the course of carrying out the contracted work.
• Failure to Perform: Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of God, industrial dispute, civil disturbance, strikes (other than strikes by that party’s employees or its sub-contractor’s employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations.
• Relationship of Parties: The Agency, in rendering performance under this Agreement, shall be deemed as an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake this Agreement, the Order Form or otherwise to perform any obligation of the Agency, whether by regulation or contract. In no way is the Agency to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
• Assignability: Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the Agency. The Agency reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
• Privacy: The Client warrants that it has made all necessary disclosures and obtained all consents required in respect of personal information given to or accessed by the Agency in connection with this Agreement. The Client indemnifies and keeps indemnified the Agency from and against all costs, losses, damages, claims, and expenses arising from the Client’s breach of this warranty. By entering into this Agreement, the Client confirms that it has read the Agency’s Privacy Policy which can be found at Privacy Policy. The Client may request a hard copy from the Agency by emailing: info@nikswebmedia.com. Where the Client has been introduced to the Agency via a third party referrer, the Client acknowledges and agrees that some information may be shared with these partners including email, name, and products purchased for reporting purposes.
• Disputes: In the event of any dispute arising out of the Agreement, the parties will attempt to settle it by negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with each other, in good faith and, recognising their mutual interests attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations shall be conducted between the respective senior executives of the parties who gave authority to settle disputes.
• Read and Understood: Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.