Internet Marketing Consultancy Services Terms Conditions of delivery Academy Internet by ramhood17


									Internet Marketing Consultancy Services
Terms & Conditions of delivery

Academy Internet is the trading name of Academy Learning Ltd and is referenced
throughout this document as AI. "The Client" is the client of AI and the entity to which AI
contracts to deliver Services as detailed below:

1. General Terms

  1.1. Web Design and Consultancy - these are negotiated separately and are subject
  to specific industry standard terms and conditions - please ask your consultant.

  1.2. Online marketing/SEO/Website Maintenance - this includes a pre-agreed amount
  of work on prioritised tasks for increasing web traffic and conversions and is
  completed at an hourly rate of £75 per hour and includes one performance report per

  1.3. AI offer Pay Per Click (PPC) Marketing services with the following PPC suppliers:

     • Google Adwords
     • Yahoo Search Marketing (YSM)
     • MSN Adcentre

  Clients wishing to advertise on any of these PPC systems are required to pay a set up
  fee starting from £400 per PPC supplier plus an ongoing monthly management fee of
  20% of your total advertising expenditure (minimum £250 per month); this includes
  one performance report per month. Other PPC related work is charged at £50 per

     1.3.1 PPC Management includes the management, adjustment and refinement of
     existing campaigns and Adgroups

     1.3.2 New campaigns / Adgroups can be created to achieve new marketing
     objectives and the time taken will be pre-agreed and charged as extra at the
     hourly rate of £50 per hour. Typically this will cost £250 per new Adgroup.

  1.4. Rapid Turnaround and Special Reports - from time to time clients require work to
  be done immediately. AI reserves the right to charge double time (i.e. £100 per hour)
  to prioritise such projects ahead of pre-existing planned work. This will be confirmed
  with The Client at the time of request.

2. Client Requirements Briefing - The Client shall provide AI, upon request, with
adequate information on The Client’s business, products and/or services to enable this
consultancy to proceed.

3. The Client's Approval - where a marketing service is provided, all materials for
publication shall be submitted by AI to The Client for approval, prior to publication.
Following such approval, AI shall not be liable for any loss or damage suffered by any
party resulting directly or indirectly from such publication. The Client further agrees to
indemnify Consultant from any third-party claim in this regard.

                                  Academy Internet is a Division of Academy Learning Ltd
                                   Kingslake House, 1-5 Union Street, Brighton. BN1 1HA
                         Email: Web:
                                   VAT Number GB798099747 Company No: 4310360
4. Client Availability - The Client shall make its personnel available to AI for
discussion, on the Client’s premises (or elsewhere, subject to AI's agreement), according
to a schedule to be agreed.

5. Project Management - The Client will be allocated a dedicated project consultant
who can be contacted in working hours by email or phone. We will also have a second
person in reserve that is aware of The Client's campaigns and requirements.

6. Timescales - AI expects to complete the service within the timescale agreed in the
Proposal Document, though time shall not be of the essence in this regard.

7. Limitations of Liabilities for Internet Marketing services

Academy Learning Ltd is committed to excellent service and continuous performance
improvement. We believe that it is in our own interest to meet or exceed customer
expectations and all staff are motivated and incentivised to achieve this. However we
have to be clear about the limit of our liabilities in providing the Internet Marketing
services, variously referred to as Web design, Web maintenance, SEO, PPC, SEM as

  7.1. Limitation of liability and warranty disclaimer: Academy Learning Ltd trading as
  Academy Internet makes no representations, warranties or guarantees of any kind,
  either express or implied with respect to the internet marketing program, or the
  functionality, performance or results of use thereof, including, without limitation, any
  warranties of merchantability, fitness for a particular purpose, non-infringement, or
  other warranties arising by usage of trade, course of dealing or course of

  7.2. Without limiting the generality of the foregoing, AI does not warrant or
  guarantee that the AI internet marketing program or operation thereof will be
  uninterrupted, error-free or will meet The Client's requirements.

  7.3. AI will not be liable for, or considered to be in breach of or in default, on account
  of any delay or failure to perform as anticipated by the parties, including, without
  limitation, if AI's internet marketing program becomes inoperable or incapable of
  performing as intended.

  7.4. AI will not have any liability or responsibility for any special, indirect, incidental,
  consequential or exemplary damages in connection with this agreement, including,
  without limitation, damages relating to the loss of profits, income or goodwill, even if
  aware of the possibility of such damages.

  7.5. In no event will AI's liability for monetary damages under this agreement exceed
  the amount paid by The Client to AI for the internet marketing program.

8. Confidentiality - AI expects that all information provided to it shall be non-
confidential. In the event that confidential information is divulged to AI, such information
must be defined, in writing, to AI, who shall, thereafter, take reasonable precautions to
prevent its further disclosure.

9. Payments and Invoicing

  9.1. The Client agrees to pay AI the agreed fees per the signed Proposal Acceptance
  Form (PAF) in consideration of the services which have been requested in the PAF.

                                  Academy Internet is a Division of Academy Learning Ltd
                                   Kingslake House, 1-5 Union Street, Brighton. BN1 1HA
                         Email: Web:
                                   VAT Number GB798099747 Company No: 4310360
  9.2. In the event that payment is not received within the agreed payment terms in
  the Proposal Acceptance Form, AI shall be entitled to issue further invoices for late
  payment charges at a rate of 2% of the outstanding amount per calendar month or
  part thereof.

  9.3. Invoicing will be quarterly in advance and Standing Orders will attract a 5%
  discount on invoice value.

  9.4. Contracts are for a minimum period of 6 months.

  9.5. Contracts are accepted on a "Rolling basis" – i.e. AI will continue to work on the
  recommended work schedule unless given one months notice of termination.

  9.6. Any payments to third parties such as Google will be The Clients’ responsibility.
  Where AI agrees to pay third party fees on behalf of a Client, a handling charge of
  15% of the amount will be billed to the Client. These fees will be invoiced and paid for
  three months in advance.

  9.7. AI reserves the right to change pricing at its discretion but will always provide
  customers with one month’s notice of any changes.

10. Payment on results - in certain circumstances, AI will work on a results basis,
please contact your consultant for further information.

11. Reporting and Continuing Work - once contracted, we will report monthly on
work completed in the last month, results achieved against objectives and suggested
work planned for the next month according to The Clients available budget. Unless AI is
told otherwise in writing (by email), AI will continue with the suggested work which has
been recommended by The Client’s AI professional consultant.

12. Termination - The Client may terminate the contract at any point subject to a paid
notice period of 30 days during which preparations will be made to handover completed
work subject to payment of outstanding invoices. Please see Clause 13 on Intellectual

13. Intellectual Property - in the event of contract termination for any reason
whatsoever, Academy Internet claims the Intellectual Property rights and rights of
ownership of any keyword list, or advertisements or other data which have been created
or developed to provide the PPC Management service for The Client. In entering into a
PPC contract with Academy Internet, The Client accepts Academy Internet's ownership of
such data and Academy Internet's right to charge a fee of £1000 plus VAT to handover
such information to The Client in the event of contract termination.

                                 Academy Internet is a Division of Academy Learning Ltd
                                  Kingslake House, 1-5 Union Street, Brighton. BN1 1HA
                        Email: Web:
                                  VAT Number GB798099747 Company No: 4310360

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