TERMS AND CONDITIONS FOR THE SUPPLY OF DIGITAL MARKETING SERVICES BY JABA DIGITAL

  1. MARKETING SERVICES

Jaba Digital marketing services include content development, SEO services, copywriting, social media marketing, SEM and online marketing services. At times Jaba Digital may decide to use the services of a third party provider. A quotation for the supply of services given by JABA Digital shall not constitute an offer.  A quotation shall only be valid for a period of 14 business days from its date of issue.

Jaba Digital and the client enter into an online marketing agreement for a set period of time as indicated in the proposal. 

  1. CLIENT’S OBLIGATIONS AND INDEMNITIES
    1. The client shall provide assistance and technical information to JABA Digital, as reasonably required by JABA Digital in sufficient time to facilitate estimated delivery dates or milestones. The client shall have sole responsibility for ensuring the accuracy of all information provided to JABA Digital and warrants and undertakes to JABA Digital that the client’s employees assisting in setting up online marketing campaigns have the necessary skills and authority.
    2. The client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the services, including (without limitation) advertising copy, search terms and graphic material submitted by JABA Digital. In addition, the client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by JABA Digital.
    3.  The client shall be obliged to inform JABA Digital immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the services delivered by JABA Digital.
    4.  In the event that the client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by JABA Digital) JABA Digital shall be entitled to invoice for the services that it has supplied and the remaining services specified in the Order whether or not JABA Digital has been able to deliver them.
    5. The client shall indemnify and keep JABA Digital indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by JABA Digital in respect of any third parties as a result of the provision of the services in accordance with the Order, Specification, or the content of the client’s advertising or web pages which result in claims or proceedings against JABA Digital for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation..
    6. As standard across the services and unless otherwise notified, the client shall be exclusively responsible for implementing the optimisation changes recommended by JABA Digital.  As notified by JABA Digital, in certain cases for amendments to existing optimisations, the client shall allow JABA Digital use of the site’s FTP or content management system’s username and password in order to gain access to add in keywords.
    7. JABA Digital require that prior notice be given for any alterations relating to the client’s website(s) that may affect the services supplied by JABA Digital.  If alterations are made by the client or a third party to the client’s site(s) search engine placements may be affected and JABA Digital cannot be held responsible.
    8. JABA Digital advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the client understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.
    9. In respect of all White Label Work the client shall indemnify JABA Digital against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by JABA Digital arising out of or in connection with the contract between the client and their client for the White Label Work.

White Label Work’ means services provided by JABA Digital to a client who rebrands these services as their own for the benefit of their client.

  1. PRICES
    1. Unless otherwise expressly stated, all prices shall be exclusive of GST and other duties.
    2. The price stated in our proposal will either be a fixed price or a best estimate based on a number of hours. services shall be invoiced in accordance with the actual number of hours with the price set out in the proposal. JABA Digital shall be obliged to update the estimate and budgets on an ongoing basis if there are changes to the work required.
    3. Whilst every effort is made to ensure that costing estimates are accurate, JABA Digital reserves the right to amend any estimate, should an error or omission have been made.
  2. PAYMENT
    1. JABA Digital shall invoice the client monthly, either in advance or following services delivered.  Before JABA Digital carry out any work clients are usually asked to provide a non-refundable 30% fees deposit. It is kept securely and will be offset against the client’s last invoice(s) when the work detailed has been completed.  Also, if the client does not pay a monthly invoice when it is due JABA Digital shall use the deposit to pay the invoice and will not do any further work until the deposit is replaced.
    2. The client shall pay each invoice submitted by JABA Digital within 7 Business Days of the date of the invoice and in cleared funds in accordance with clause 7.3 below.  The invoice number shall be stated on all payments and payment by direct debit.  
    3. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed. JABA Digital expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.
    4. Late payment shall be considered as constituting a material breach of the agreement entitling JABA Digital (at its discretion) to cancel the contract if necessary.
    5. In the event that the services cannot be delivered either in full or in part due to the client’s failure to assist or delay in assisting in the execution of the Order, JABA Digital shall be entitled to charge to the client an estimated amount, corresponding to the amount that would have been due had the services been rendered in accordance with the Order. JABA Digital shall be entitled to payment on the basis of JABA Digital’s price list applicable from time to time for any additional work required because of the client’s failure to assist or delay in assisting.
  3. DELAYS AND COMPLAINTS
    1. In the event that the client proves that the services are delayed or not in accordance with the contract, JABA Digital shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the services continue to be not in accordance with the contract after reasonable attempts have been made to remedy this, the client shall be entitled to cancel their services provided that the breach is material.
    2. The client hereby acknowledges that certain services rely upon goods and/or services being provided by third parties (‘Third Party services’).  The client acknowledges that the Third Party services will be governed by that third parties’ terms and conditions and that JABA Digital cannot provide any warranties in respect of the Third Party’s services and will not be liable to the client for any delays and/or failings in respect of the same. Providers of Third Party services may provide their own warranties to the client and the client must satisfy itself whether or not such warranties (where given) are acceptable for the client’s business purposes or risk management policies. 
    3. JABA Digital’s only responsibility in respect of the Third Party services is to take reasonable care and skill when selecting the providers of the same.
  4. LIMITATIONS OF LIABILITY
    1. JABA Digital shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. JABA Digital shall use its reasonable efforts to assist in remedial efforts if so requested by the client.
    2. JABA Digital shall not be liable for any changes made without notice by the client or a third party employed by the client to domain names, websites, links, technical setup etc. and affecting the services delivered by JABA Digital. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the client in accordance with these Terms or on the basis of JABA Digital’s price list applicable from time to time at JABA Digital’s discretion.
    3. JABA Digital shall use all reasonable endeavours to deliver services relating to search engine optimisation, links, advertisements, banners, pay per click and google analytics in accordance with the guidelines applicable to the relevant search engines. However, JABA Digital shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond JABA Digital’s control and reserves the right to make changes to services as a result of the same. In addition, JABA Digital shall not be liable for other changes or discontinuation of search engines.
    4. JABA Digital shall not be liable for services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, JABA Digital shall not be liable for ensuring that such services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
    5. JABA Digital shall not be responsible for URLs dropped or excluded by a search engine for any reason.
    6. If the client does not implement some or all of JABA Digital’s recommendations, JABA Digital shall not bear any liability for any lack of success experienced by the client relating to the services.
  5. INTELLECTUAL PROPERTY RIGHTS
    1. It is the responsibility of the client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to JABA Digital for incorporation into the services and the client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to JABA Digital to use such Materials for the purposes of providing the services for the duration of the contract.
    2. The client shall be responsible for ensuring that the contents of Materials which the client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. JABA Digital shall be entitled to reject and delete such material without incurring any liability. In addition, JABA Digital shall be entitled to cancel the services.  
    3. The client shall indemnify JABA Digital against all damages, losses and expenses suffered or incurred by JABA Digital as a result of the Materials which the client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
    4. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
    5. Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the services and whether in existence at the date hereof or created in the future shall vest in and be the property of JABA Digital or the relevant third party from whom JABA Digital has acquired a right of use with a view to executing the Order. The client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in JABA Digital.
    6. If JABA Digital makes software, scripts, ASP services etc. available to the client as part of the execution of services, the client shall only acquire a non-exclusive personal non transferable  license to use such material until the services under this agreement cease.
    7. The client hereby irrevocably licenses JABA Digital to use and display the client’s name, figure, logo etc. as a reference on JABA Digital’s website, other marketing materials or types of media whilst they are a client of JABA Digital and for 18 months after the contract terminates. The client agrees to send JABA Digital it’s most recent logo or figure as and when it is amended from time to time.
  6. TERMINATION
    1. Without limiting its other rights or remedies, each party may terminate the contract with immediate effect by giving written notice to the other party if the other party:
      1. commits a material breach of the contract and (if such breach is remediable) fails to remedy that breach within 30 days of that  party being notified in writing of the breach; or
      2. becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.
    2. JABA Digital shall, in addition to all other rights and remedies under these Terms be entitled to terminate this contract without notice in the event that any of its charges for the services are not paid in accordance with these Terms.
    3. Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the contract without undue delay. If relevant, the client shall be obliged to remove codes, etc, from websites without undue delay. If the client fails to do so, JABA Digital shall be entitled to invoice the client in line with its then current terms and conditions for subsequent services without such invoicing amounting to a waiver of JABA Digital’s right to terminate the contract.
    4. The client shall not be permitted to assign or transfer all or any part of its rights or obligations under the contract and these Terms without the prior written consent of JABA Digital.
    5. JABA Digital shall be entitled to assign or subcontract any of its rights or obligations under the contract and these Terms and the client acknowledges that certain elements of the services will be provided by third parties.
  7. FORCE MAJEURE
    1. Neither party shall be held liable for a Force Majeure Event.
    2. If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.
    3. Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the contract without liability to the other by written notice to the other party in the event that the performance of the contract is impeded for more than 6 months due to a Force Majeure Event.
  8. MISCELLANEOUS
    1. JABA Digital reserves the right to modify or discontinue, temporarily or permanently, the services with or without notice to the client and JABA Digital shall not be liable to the client or any third party for any modification to or discontinuance of these services save for the return of any prepaid sums in connection with the provision of the services which are subsequently not provided.
    2. JABA Digital shall be free to provide its services to third parties whether during or following the provision of the services to the client.
  9. LAW AND JURISDICTION

JABA Digital and the client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.