Marketing Services Agreement
This Marketing Services Agreement (“Agreement”) is made and entered into, by and between Citizen Communication Media LTD (CitCom), having its principal place of business at Unit 7, The Towers, Foley Ave, Kidderminster DY11 7PG (“Company”), and you, the client (“Customer”).
1. SERVICES PROVIDED
The Company agrees to provide the following services to the Customer upon request, the customer 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
All quotes are prepared based on the brief provided by the Customer. Each quote remains valid for 30 days from the date of issue. In the event of changes to the scope of work, the quote will be adjusted accordingly.
1.3 Process of Work
The Company will submit work for approval and revisions.
If feedback from the Customer 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 customer will then be advised of the new project deadline.
2. SERVICE LEVEL AGREEMENT (SLA)
2.1 Performance Standards
The Company shall perform the Services with the highest professional standards. Specific performance standards include:
- Initial response to Customer inquiries within 24 hours.
- Delivery timelines for creative concepts, drafts, and final outputs as mutually agreed upon in project plans.
2.2 Service Availability
Digital and website services: 99.9% uptime availability.
Event services: On-site presence during all critical phases of the event as outlined in the event plan.
2.3 Account Management
Project Managers
Event – Joe Everley – Director of Exhibitions and Events
Digital Development and Print – Emily Hyde – Head of Sales and Marketing
Creative and Video – Sophie Huges – Client Relationship Manager
Digital Marketing – Georgia Little – Digital & Social Coordinator
With the escalation line to Martin Leonard – CEO
2.4 Urgent Requests/Same Day Completion
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.
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
Hourly Rate:
The Company will charge an hourly rate for all services rendered. This rate will be applied to all time spent on the project, including research, meetings, writing, communication, design, development, planning and revisions. This will be relevant to the Customer rate card. If you are unsure of what this is please speak to your project manager.
The Company 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 Company.
3.3 Minimum Charges
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 Customer is responsible for ensuring that all media used has the correct licences.
3.5 Invoicing
The Company will invoice the Customer monthly, and payment is due within 30 days of the invoice date.
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 Company 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 development and provision of packaged artwork and/or digital files.
4. TERM AND TERMINATION
4.1 Term
This Agreement shall commence on the Effective Date and continue until terminated by either party as provided herein. This Agreement is either for an ongoing period until terminated as provided herein.
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 Customer shall pay for all Services rendered up to the effective date of termination.
- The Company shall deliver to the Customer 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 Company may share project-related information on social media, in case studies, and other promotional materials unless explicitly restricted by the Customer even after termination of the contract.
6. INTELLECTUAL PROPERTY
6.1 Ownership
All intellectual property rights in any work product created by the Company in the course of performing the Services shall be owned by the Customer upon full payment for the Services.
6.2 Licence
The Company grants the Customer a non-exclusive, non-transferable licence to use any pre-existing intellectual property incorporated into the work product solely for the purposes for which it was provided.
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 Company may use freelancers and subcontractors as needed to complete the project based on required skill sets and in order to meet agreed deadlines.
The Company is responsible for the standard of work received by freelancers and subcontractors.
10. CYBER SECURITY
10.1 Secure Communication
The Company 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.
General
By approving a quote, the client agrees to these terms.
