Marketing Services Agreement
This Marketing Services Agreement (“Agreement”) is made and entered into by and between Citizen Communication Media LTD (CitCom) and the Client.
1. SERVICES PROVIDED
1.1 The Agency agrees to provide the following services to the Client upon request, the Client may utilise all or only some of the services in which we provide (collectively, the “Services”):
- Design Services: Creative concepts, branding, design, copywriting, and POS & packaging solutions
- Digital Services: Email campaigns, bespoke app development, website creation, management and maintenance including portals and intranets, landing pages, interactive tools, and flip booklets.
- Print Services: Stationery and literature, customisable merchandise, targeted direct mail campaigns, banners and pop-ups, POS materials, and signage solutions.
- Events Services: Concept design and 3D visualisation, installation, event management, and delegate engagement strategies.
- Video Services: Creative solutions, concept development and production, editing and distribution.
- Marketing Services: Management of social media platforms, SEO optimisation, targeted PPC and digital ad campaigns, analytics and reporting.
1.2 Quotes and Briefs
Client Brief Requirements
All quotations are prepared based on the information, documents, files, and brief provided by the Client. To ensure accurate pricing, scheduling, and project planning, the Client must supply a clear, detailed, and complete brief outlining all required deliverables, objectives, and outputs.
1.3 Agency Discretion on Brief Clarity
The Agency reserves the sole right to determine whether a Client brief is sufficiently clear, detailed, and complete to prepare an accurate quotation. If the Agency considers the brief to be incomplete, ambiguous, or lacking essential information, the Agency may request additional details or clarification before preparing or finalising a quotation. Without a clear brief, any quote provided is to be considered an estimate only.
1.4 Feedback Requirements
To maintain efficiency and ensure clear communication, all Client feedback must be collated and consolidated before submission to the Agency. Feedback should be provided as a single, holistic document or communication, clearly outlining all required revisions, comments, or approvals.
- The Agency is not responsible for delays or misinterpretations arising from fragmented, conflicting, or uncoordinated feedback.
- Additional time or costs required to address multiple rounds of feedback may be subject to further quotation and approval.
1.5 Quotation Validity and Scope Changes
Each quotation remains valid for 30 days from the date of issue. Should there be any changes, additions, or omissions to the agreed scope of work, deliverables, or specifications after the quotation has been provided, the Agency reserves the right to review, revise, and reissue the quotation accordingly.
1.6 Responsibility for Information Accuracy
The Client is responsible for ensuring the accuracy and completeness of all information provided. The Agency will not be liable for any inaccuracies, omissions, or delays resulting from incomplete or unclear information supplied by the Client.
1.7 Process of Work
The Agency will submit work for approval and revisions.
All quotes include 2 rounds of minor amends, dependent on the type of deliverable required, this will be stated in the quote or Scope of Work. Anything over and above will be an additional charge as per the hourly rate as per this agreement
If feedback from the Client takes longer than 5 working days, the project will be put on hold and any booked studio time may be lost and need rescheduling. The Client will then be advised of the new project timeline.
1.8 Approval of Work
If the Agency has not been updated within 5 days of final deliverables being sent the work will be assumed approved.
Regarding websites, these projects will have a dedicated feedback timeline agreed upon in the Project Scope.
2. SERVICE LEVEL AGREEMENT (SLA)
2.1 Performance Standards
The Agency shall perform the Services with the highest professional standards. Specific performance standards include:
Initial response to Client inquiries within 24 hours.
Delivery timelines for creative concepts, drafts, and final outputs as mutually agreed upon in the project scope.
2.2 Service Availability
The Agency’s standard business hours are [9:00 a.m. to 5:30 p.m.] [Monday to Friday], excluding public holidays. Work or communication outside these hours is at the Agency’s discretion and may be subject to additional charges.
2.3 Account Management
You will be assigned a point of contact who will act as your account manager.
With the escalation line to Martin Leonard, CEO
2.4 Urgent Requests/Out of hours requests
We’re happy to handle urgent requests whenever possible. However, to increase the likelihood of same-day completion, kindly submit your requests before 13:00 PM GMT. This will also depend on the project requirements.
Urgent or out-of-hours requests will be handled at the Agency’s discretion and may incur a rush fee or premium rate. The Agency will inform the Client in advance of any such additional costs.
2.5 Third-Party Service Dependencies
The Agency is not responsible for service interruptions, downtime, or performance issues arising from third-party platforms, software, or providers used in the delivery of marketing services.
3. FEES AND PAYMENT TERMS
3.1 Fees
The fees for the Services shall be outlined in each project proposal or Scope of Work (“SOW”) or Quote.
3.2 Fee Structure
See Appendix 1 for the full Rate Card and roles.
The Agency will charge the rates on the Rate Card for services rendered. The rate will be applied to all time spent on the project, including research, meetings, writing, communication, project management, admin, design, development, planning, monitoring and revisions.
The Agency reserves the right to charge a flat fee for specific projects. The decision to charge a flat fee and the amount of the fee will be determined at the sole discretion of the Agency.
| Summarised Rate Card | |
| Director | £125.00 |
| Senior | £110.00 |
| Middleweight | £90.00 |
| Junior | £75.00 |
See Appendix 1 for the full Rate Card and roles.
3.3 Minimum Charges
A minimum charge of one hour will be applied to all projects.
To ensure the viability of our services, a minimum charge of one hour will be applied to all projects. This minimum charge covers initial consultation, project planning, and administrative tasks.
3.4 Additional Charges
Stock footage and images will incur additional charges to be determined upon brief/project sign off.
The Client is responsible for ensuring that all media used has the correct licences.
3.5 Invoicing
The Agency will invoice the Client 50% on PO submission or quote approval if the project is over £5,000. If £4,999.99 or under the project will be invoiced once final deliverables are provided.
3.6 Payment Terms
Payments are due within 30 days of the invoice date, unless the project falls under point 3.7 or an alternative arrangement has been agreed.
3.7 Specific Payment Terms
Website Services: 50% upfront, 50% upon the website going live.
Event Services: 50% deposit upon quote approval, the remainder due 2 weeks before the event.
Ad spend: to be paid before the campaign goes live.
3.8 Purchase Orders (POs)
Work under any Purchase Order (PO) issued must be completed within six (6) months of the PO’s issue date. Failure to complete the work within this timeframe may invalidate the original quote and result in additional costs.
3.9 Performance Metrics
Performance objectives and briefings will be determined at the beginning of each project and agreed upon by both parties.
Specific performance metrics will vary depending on the project and will be agreed in advance of the project commencement.
3.10 Late Payment Penalties
Payments not received by the due date may incur a late fee of 2% per month on the outstanding balance.
If the payment is more than 60 days overdue, the Agency reserves the right to suspend Services until the account is brought up to date.
3.11 Packaging files
The Client agrees to pay a fee of 10% of the initial project or a minimum of £50 for the provision of packaged artwork and/or digital files.
3.12 Termination of Project
If the Client terminates the project mid-delivery, the Agency shall invoice for all work completed, plus any non-recoverable third-party costs.
4. TERM AND TERMINATION
4.1 Term
This Agreement shall commence on the Effective Date and will remain in effect until terminated by either party. Importantly, while this Agreement provides the fundamental terms for our relationship, the specific Scope of Work (SOW) document for any particular project shall govern and take precedence over these general terms for that specific project only.
4.2 Termination for Convenience
Either party may terminate this Agreement for any reason with 30 days’ written notice to the other party.
4.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:
Breaches any material term of this Agreement and fails to cure such breach within 15 days of receiving written notice of the breach.
Becomes insolvent, files for bankruptcy, or has a receiver appointed.
4.4 Effects of Termination
Upon termination of this Agreement for any reason:
The Client shall pay for all Services rendered up to the effective date of termination.
The Agency shall deliver to the Client any work completed up to the termination date, provided that all outstanding payments have been made.
5. CONFIDENTIALITY
5.1 Confidentiality Term
Both parties agree to keep confidential all information disclosed by the other party in relation to the Services and not to use such information for any purpose other than the performance of this Agreement.
The Agency may use anonymised project details or client work in case studies, portfolios, and promotional materials unless the Client provides written restriction.
6. INTELLECTUAL PROPERTY
6.1 Ownership of Deliverables
All intellectual property rights in the final deliverables produced by the Agency specifically for the Client in the course of performing the Services shall be transferred to the Client upon full payment for the Services. Final deliverables include completed designs, campaigns, videos, websites, or other work products explicitly defined in the Scope of Work.
6.2 Agency Pre-Existing IP and Work Materials
The Agency retains ownership of all pre-existing intellectual property, including but not limited to:
- Templates, design systems, frameworks, and reusable assets
- Methodologies, processes, and workflows
- Source files, working files, and draft materials not included in the final deliverables
The Agency grants the Client a non-exclusive, non-transferable licence to use such pre-existing IP solely as incorporated in the final deliverables for the purposes for which they were provided. This licence does not allow the Client to use the Agency’s templates, methods, or source files outside the context of the final deliverables without prior written consent.
6.3 Third-Party Materials
Where the Services incorporate third-party materials (e.g., stock images, licensed software), the Client is responsible for compliance with the applicable licence terms. Ownership or use rights in such third-party materials are subject to those licence terms.
7. LIABILITY AND INDEMNIFICATION
7.1 Limitation of Liability
In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
7.2 Indemnification
Each party shall indemnify and hold harmless the other party from any and all claims, damages, liabilities, and expenses arising out of or in connection with any breach of this Agreement or the negligence or willful misconduct of the indemnifying party.
7.3 Force Majeure
Neither party will be liable for failure to perform any obligation under this Agreement if such failure is caused by unforeseen circumstances beyond its reasonable control.
8. DISPUTE AND RESOLUTION
8.1 Resolution Process
Any disputes arising under this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved, it shall be referred to mediation before any legal action is taken.
9. SUBCONTRACTING/FREELANCERS
9.1 Use of Subcontractors
The Agency may use freelancers and subcontractors as needed to complete the project based on required skill sets and in order to meet agreed deadlines.
The Agency is responsible for the standard of work received by freelancers and subcontractors.
10. CYBER SECURITY
10.1 Secure Communication
The Agency encourages the secure transfer of passwords and sensitive information using secure methods, such as Google Drive, Multi Factor Authentication and Password Pusher or other suitable methods.
11. FILE TRANSFER AND STORAGE
11.1 Transfer Methods
Files will be transferred using WeTransfer, Google Drive, or similar services.
Files will be stored for a maximum of 4 years after project completion.
12. GENERAL PROVISIONS
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
12.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.
12.3 Amendments
Any amendments to this Agreement must be in writing and signed by both parties.
12.4 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.5 Waiver
No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought.
12.6 Right to Amend Terms and Fees
The Agency reserves the right to review, update, and amend any terms, conditions, or fees outlined within this Agreement, including the rates specified in Appendix 1 (Full Rate Card). The Agency shall provide the Client with thirty (30) days written notice of any such amendments before they take effect. Continued use of the Agency’s Services by the Client after the effective date of the amendments shall constitute acceptance of the revised terms and fees.
Appendix 1
Full Rate Card
| CLIENT RELATIONS | |
| CEO | £125.00 |
| Managing Director | £125.00 |
| Director of Client Relations | £125.00 |
| Head of Marketing | £110.00 |
| Account Director | £110.00 |
| Account Manager | £90.00 |
| Account Executive | £75.00 |
| CREATIVE | |
| Creative Director | £125.00 |
| Senior Creative | £110.00 |
| Creative | £90.00 |
| Junior Creative | £75.00 |
| Editorial Director | £110.00 |
| Copywriter | £90.00 |
| Junior Copywriter | £75.00 |
| Senior Videographer | £110.00 |
| Videographer | £90.00 |
| Shoot Director | £110.00 |
| Production Assistant | £75.00 |
| STRATEGY | |
| Strategic Consultant | £125.00 |
| Senior Strategist | £110.00 |
| Insight Analyst | £90.00 |
| DIGITAL | |
| Head of Development | £110.00 |
| Senior Developer | £110.00 |
| Developer | £90.00 |
| Junior Developer | £75.00 |
| Social Media Manager | £90.00 |
| Social Media Executive | £75.00 |
| SEO Expert | £110.00 |
| SEO Analyst | £90.00 |
| PPC Specialist | £110.00 |
| PPC Analyst | £90.00 |
| OTHER | |
| Packing/Logistics | £60.00 |
| Third Party Expense/Travel | £1.00 |
