The client (herein the “Client“) named in the attached Digital Marketing Proposal (“the DMP“) agrees with Pandara Network S.L., owner of the website marketinglobally.com and based in Calle Manuel Tovar, 42, 2ª, Madrid, CIF: 28034, that in consideration of agreeing to provide the Services to the Client the following terms and conditions shall apply:
1. Legal Agreement:
This agreement (which includes the DMP) shall be a legal agreement between the Client and Pandara Network S.L. This agreement shall constitute the entire agreement between the Client and Pandara Network S.L in relation to the Services and the DMP and it shall not include any terms and conditions of the Client (including on any purchase order or other document submitted by the Client), unless agreed to in writing by Pandara Network S.L.
2. Terms of Agreement:
This agreement commences on the start date specified in the DMP (start date) and is valid for an indefinite term, unless a finish date is specified in the DMP or the agreement is ended earlier in the manner permitted by this agreement.
3. Services Pandara Network S.L will provide:
Pandara Network S.L will:
a. provide the work and services to be carried out by Pandara Network S.L as described in the DMP (the “Services“);
b. where a maximum time per month for the provision of the Services is set out in the DMP, provide the Services for a period of time up to that maximum amount per month;
c. use its best endeavors to ensure that the Services are provided in compliance with all relevant Spanish legislation;
d. provide the Services with care and skill and will exercise professional judgement, free from any conflict of interest;
e. provide support in respect of the Services as specified in the DMP;
f. act in the Client’s best interests, but will not do anything unethical or unlawful;
g. keep records of work performed under this agreement and provide copies of those records to the Client on request, including all digital files;
h. provide only the resources specified in the DMP as required to be provided by Pandara Network S.L to deliver the Services;
i. provide the Services to the Client alone and will not regard any other entity as its client in relation to the Services; and
j. unless otherwise stated in the DMP, shall determine at its discretion the personnel who will provide the Services.
4. Additional Services:
At the request of the Client, Pandara Network S.L may provide work and services additional to the Services, including:
a. any additional services set out in the DMP, and updates required as a result of changes to any relevant digital interface or services required in respect of matters set out in clause 5.
The Client agrees and acknowledges that:
(i) the fee for any Additional Services is not included within the fee for the Services and will be charged at Pandara Network S.L’s time-based charge out rates, as set out in the DMP; and
(ii) by submitting a quick quote or other form of purchase order to Pandara Network S.L in respect of any Additional Services, the Client agrees to pay for the Additional Services.
5. Limitations on services
a. Search engines may stop accepting submissions for an indefinite period of time. Search engines may re-rank or exclude websites and webpages for no apparent or predictable reason. Often a webpage will reappear without any additional submissions. Should a webpage not reappear, Pandara Network S.L will, at a cost agreed with the Client, re-submit the site based on the current policies of the search engine in question.
b. Social media platforms change their interfaces regularly. Unfortunately, Pandara Network S.L cannot preempt these changes. This may require us to redesign your social media pages, for which a quotation will be provided.
c. any modification of the Client’s website by the Client or any third party may impact the listing or ranking of the Client’s website. Any work or services required by Pandara Network S.L as a result of such a modification shall be Additional Services; and
Pandara Network S.L will not provide the following services under this agreement (Pandara Network S.L may at its discretion provide these services as Additional Services at the request of the Client):
i. support outside business hours. In this agreement, business hours means 9:00 a.m. to 5:00 p.m. Madrid time, from Monday to Friday.
ii. support of or assisting the client in the use of operating systems, ancillary services or software or other platforms;
iii. managing authorized usernames and passwords;
iv. installing or managing the Client’s security measures;
v. support where Service impairment results from installation, uninstallation, or use of other software applications;
vi. recovery of damage or data loss arising from hard drive or CPU failure, network failure, misuse, negligence, alteration, improper wiring, malware, viruses or failure to complete daily and weekly backups;
vii. provide support where the Client has failed to implement a recommendation from Pandara Network S.L, when in the reasonable opinion of Pandara Network S.L the recommendation should be implemented to ensure Pandara Network S.L can properly deliver its Services; or
viii. consulting services or accelerated development or advanced customizations of or enhancements to or new features of the Services.
6. Items to be provided by the Client:
The Client must:
a. provide to Pandara Network S.L all items and materials to be provided by the Client as stated in the DMP, as well as all information and materials relating to the Client’s requirements with respect to the Services, including in regards to scope and timing;
b. obtain all approvals which are required for the lawful provision and use of the Services; and
c. appoint a person to act as the Client’s representative, which person shall be deemed to have authority to act on behalf of and bind the Client in connection with this agreement.
7. Client Authority, Exclusivity and Warranties:
a. The Client authorizes Pandara Network S.L to:
i. conduct all activities as may be required to perform the Services, including submitting websites to search engines and any other resources or relevant sites; and
ii. modify any of the Client’s websites, including modifying the metadata of any website, for the purposes of providing the Services;
iii. use relevant keywords and phrases, including intellectual property belonging to the Client, for the purpose of delivering the Services.
b. During the terms of this agreement, the Client shall not permit any search engine optimization provider to:
i. perform or deliver any service which is within the Services; or
ii. have access to any of the Client’s websites that are part of the search engine optimization service.
c. The Client agrees that Pandara Network S.L will not be responsible for any of the Client’s websites or search engine rankings if the Client does not comply with clause 7b.
d. Subject to clause 7b, if the Client is required to give access to the Client’s website to any third party, the Client must give prior notice to Pandara Network S.L.
9. Client’s Responsibilities:
In order to ensure that Pandara Network S.L is able to properly deliver the Services, the Client:
a. must ensure that the Client’s websites are active and accessible by Pandara Network S.L at all times;
b. must notify Pandara Network S.L each time any modification to the Client’s websites is made where that modification may affect the delivery of the Services by Pandara Network S.L;
c. must not install or use software that may, in the reasonable opinion of Pandara Network S.L, impair the proper delivery of the Services by Pandara Network S.L;
d. agrees to inform all third parties with access to the Client’s websites, including webmasters, that Pandara Network S.L has been engaged to provide the Services;
e. agrees that if Pandara Network S.L:
i. reasonably determines that Client’s web hosting provider may be part of a “bad neighborhood”; or
ii. considers that for optimization of the Services, the Client should change its web hosting provider,
then the Client will, at Pandara Network S.L ’s request, change its web hosting provider.
10. Support Provided:
a. Pandara Network S.L shall use commercially reasonable efforts to provide support on the terms set out in the DMP, but does not guarantee that any defects in the Client’s websites or Services will be fixed by Pandara Network S.L.
b. Client acknowledges that Pandara Network S.L relies on third party interfaces and databases to deliver the Services and as a result Pandara Network S.L cannot guarantee uninterrupted access to and use of those third party internet interfaces and databases at all times.
Except as otherwise agreed in writing with Pandara Network S.L;
a. the fee for the Services will be as specified in the DMP;
b. Pandara Network S.L reserves the right to adjust its time based charge out rates on each 1 January and 1 July by an amount not less than the change in the Consumer Price Index (All Groups).
12. Confidentiality: Pandara Network S.L and Client each agree:
a. not to disclose or use for an improper purpose any Confidential Information received or obtained from the other party; and
b. that each party can disclose Confidential Information received by it if, and to the extent,:
i. required by law or required by a Court, stock exchange or regulatory or governmental body; or
ii. the information is disclosed on a confidential basis to professional advisers or bankers; or
iii. the information is disclosed to a director, officer, employee or agent of the party whose function requires them to have the information; or
iv. the information is in the public domain otherwise than through the fault of the disclosing party; or
v. the other party has agreed to the disclosure in writing,
vi. provided a party intending to disclose information under any of paragraphs i., ii., or iii.above consults with the other party first. If a party makes any disclosure under any paragraphs i. and ii. above it must inform the other party as soon as possible;
c. “Confidential Information” means all trade secrets, know-how, financial, marketing, management, technical and other information which is confidential or of a sensitive nature, including information regarding business strategy and processes, but excludes information in the public domain.
d. The Client agrees that the identity of the Client is not confidential information and that Pandara Network S.L may disclose to third parties that Pandara Network S.L has been engaged by the Client.
13. License to the Client:
For the term of this agreement, the Client is hereby granted a limited, revocable, non-transferable, non-sublicensable, royalty-free license to use Documents referred to in clause 15 for the sole purpose for which the Services were provided. This includes the provision of all digital assets to the client, including website development files.
14. Liability and indemnity:
The Client agrees that except to the extent caused by the gross negligence, fraudulent act or omission, or willful breach of this agreement by Pandara Network S.L, Pandara Network S.L and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to the Client or its officers and employees or contractors or any other entity for any claims whatsoever:
a. in relation to provision or non-provision of the Services or arising from any act or omission by Pandara Network S.L relating to the Services;
b. arising from any act or omission of any third party, including the unavailability or performance of any search engine, relevant internet interface or database or the listing or ranking of any of the Client’s website;
c. in relation to the matters set out in clauses 5.a to 5.f inclusive;
d. in relation to the use by the Client (or its officers, employees, agents or contractors) of any Documents;
e. in the event that any transaction contemplated by the Client does not proceed; or
f. in relation to acts or omissions of the Client or any third party; and
g. the Client shall and hereby does indemnify and hold Pandara Network S.L and its officers, employees and contractors harmless from all such Claims. In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums).
15. Suspension, Expiration and Termination:
a. Pandara Network S.L may suspend the delivery of the Services during any period in which an amount owed by the Client pursuant to this agreement is overdue. If your final payment is not made for the website development project, Pandara Network S.L reserves the right to remove your website from the live environment until the payment is made. Please note we will provide you with warning before this happens.
b. If either party is in breach of this agreement, then the party alleging the breach may service a default notice on the other party settling out the full particulars of the alleged breach and the acts required to rectify the breach.
c. If not terminated sooner under paragraph e. of this clause 23, the engagement of Pandara Network S.L expires at the earlier of the completion of the Services or the finish date specified in the DMP (if any).
e. A party may terminate this agreement only:
i. if the DMP expressly states that either party may terminate this agreement by notice to the other party, in which case this agreement will terminate on the date that is twenty Business Days after the date such a notice is given, provided that during that period of twenty Business Days all fees and charges as set out in the DMP will continue to be payable; or
ii. if it has issued a notice of default pursuant to clause 23.b and the default alleged therein remains unrectified 10 business days after service of the default notice (and termination will take effect on the 11th business day after service of the default notice provide a notice of termination is given).
16. Google AdWords Termination
In the event of a cancellation of the Google AdWords Management service with Pandara Network S.L, we agree to provide the client with ‘read only’ access for the account and a full account export if requested. We reserve the right to retain our intellectual property in the account design and optimisation techniques through its history.
a. This agreement is governed by the laws in Spain. Each party irrevocably submits to the jurisdiction of the courts of Spain with respect to any Claim which may be brought at any time relating in any way to this Agreement.