Moo Marketing Terms & Conditions - Updated 07 September 2007
Moo Marketing is a trading name of Stakemiddle Limited, registered company number: 2074768 and is referenced throughout this document as Stakemiddle. "The Client" is the end user who has a contract for works with Stakemiddle and is the entity to which Stakemiddle contracts to deliver Services as detailed below:
1. General Terms
1.1. Web Design and Consultancy - these are negotiated separately and are subject to special but 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 £60 per hour and includes one performance report per month.
1.3. Stakemiddle offer Pay Per Click (PPC) Marketing services with the following PPC suppliers:
- Google AdWords
- Yahoo Search Marketing (YSM)
- MSN Adcentre / Live
1.3.1 PPC Performance Management includes the 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 as agreed if this will exceed the available monthly PPC Performance Management budget.
1.4. Rapid Turnaround and Special Reports - from time to time clients require work to be done immediately. Stakemiddle reserves the right to charge double time to prioritise such projects ahead of pre-existing planned work. This will be confirmed in writing with The Client at the time of request.
2. Client Requirements Briefing - The Client shall provide Stakemiddle, upon request, with adequate information on The Client's business, products and/or services to enable any consultancy to proceed.
3. The Client's Approval - where a marketing service is provided, all materials for publication shall be submitted by Stakemiddle to The Client for approval, prior to publication. Following such approval, Stakemiddle shall not be liable to any person or entity for any loss or damage suffered by any party resulting directly or indirectly from such publication. The Client further agrees to indemnify Stakemiddle from any claim by any party in this regard.
4. Client Availability - The Client shall make its personnel available to Stakemiddle for discussion, on the Client's premises (or elsewhere, subject to Stakemiddle's agreement), according to a schedule to be agreed.
5. Project Management - The Client will be allocated a dedicated project coordinator 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 - Stakemiddle expects to complete the service within the timescale agreed in this quotation, though time shall not be of the essence in this regard.
7. Limitations of Liabilities for Internet Marketing services - Stakemiddle 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 follows:
7.1. Limitation of liability and warranty disclaimer: Stakemiddle Ltd trading as Stakemiddle 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 performance.
7.2. Without limiting the generality of the foregoing, Stakemiddle does not warrant or guarantee that the Stakemiddle internet marketing program or operation thereof will be uninterrupted, error-free or will meet The Client's requirements.
7.3. Stakemiddle 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 Stakemiddle's internet marketing program becomes inoperable or incapable of performing as intended.
7.4. Stakemiddle 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 Stakemiddle's liability for monetary damages under this agreement exceed the amount paid by The Client to Stakemiddle for the internet marketing program.
8. Confidentiality - Stakemiddle expects that all information provided to it shall be confidential.
9. Payments and Invoicing:
9.1. The Client agrees to pay Stakemiddle the agreed fees as detailed in this quotation. This agreement will become binding on the provision of a purchase order from the client in consideration of the services which have been detailed in this quotation.
9.2. Invoice payment terms, all invoices are to be paid immediately upon receipt of invoice, unless agreed otherwise in writing by Stakemiddle.
9.3. In the event that payment is not received within the agreed payment terms in this quotation Stakemiddle 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.
9.4. Contracts are for a minimum period of 6 months.
9.5. Contracts are accepted on a "Rolling basis" - i.e. Stakemiddle will continue to work on the recommended work schedule within the total time specified in the contract unless given one months notice of termination.
9.6. Any payments to third parties such as Google, Yahoo or Microsoft will be The Clients responsibility. Where Stakemiddle agrees to pay third party fees on behalf of a Client, a handling charge of 15% of the amount will be charged by Stakemiddle to the Client.
9.7. Stakemiddle reserves the right to change pricing at its discretion but will always provide customers with one month's notice of any changes.
10. Reporting and Continuing Work - Once contracted, Stakemiddle 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 Stakemiddle is told otherwise in writing (or by email), Stakemiddle will continue with the suggested work which has been agreed as part of this contract.
11. 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 hand over all completed work, subject to payment of outstanding invoices.