Crafting Digital Excellence, One Pixel at a Time
1.1 These Terms and Conditions (the “Terms”) govern the relationship between REM Digital (“the Agency,” “we,” “us,” or “our”) and you (“the Client,” “you,” or “your”) regarding the provision of digital marketing services, consulting, and any other related services (collectively, the “Services”).
1.2 By engaging REM Digital to perform Services, you agree to be bound by these Terms. If you do not agree to these Terms, you should not engage our Services.
2.1 Agreement: Refers to the agreement between the Agency and the Client for the provision of Services, including these Terms, any Statement of Work (SOW), proposals, or additional documents.
2.2 Services: The activities or deliverables the Agency provides, including but not limited to strategy, consulting, SEO, advertising, social media management, content creation, web development, and any other marketing-related tasks.
2.3 Hours Per Month Model: The Agency’s practice of establishing a set number of hours to be dedicated to the Client each month for Services.
2.4 Sprints: Designated periods (typically 2- to 6-week intervals) in which specific tasks or projects are executed under the Hours Per Month Model.
3.1 Customization: The Agency provides custom, holistic marketing solutions. We tailor the scope of our Services based on the Client’s goals, budget, and target outcomes.
3.2 Hours Per Month Allocation:
a. The Agency and the Client will agree upon a specific number of hours allocated to the Client each month.
b. Hours may be used across multiple services (SEO, content marketing, paid advertising, social media, etc.) as laid out in the Agreement or in a Statement of Work.
3.3 Sprint Structure:
a. Work is planned and executed in 2- to 6-week sprints.
b. The Agency, in consultation with the Client, will determine priority tasks for each sprint and allocate hours accordingly.
c. Any changes to the sprint’s tasks or priorities must be communicated in writing and may result in adjustments to timelines or additional fees.
3.4 Revisions to Scope: Any material change to the scope of Services, including increases or decreases in monthly hours, must be agreed upon by both parties in writing. And may incur additional fees
4.1 Initial Term: The term of the Agreement shall begin on the effective date stated in the proposal or SOW and continue for the duration specified therein unless terminated earlier in accordance with these Terms.
4.2 Renewal: At the conclusion of the initial term, the Agreement may automatically renew on a month-to-month basis or for a specified renewal period unless the Client or the Agency provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
5.1 Fees:
a. The Client shall pay the Agency the fees outlined in the Agreement or SOW.
b. Unless otherwise agreed, the fees are calculated based on the Hours Per Month Model.
5.2 Invoicing:
a. The Agency typically invoices on a monthly basis, or as otherwise stated in the Agreement.
b. Any additional fees or out-of-scope work will be approved by the client and invoiced in congruent with current fees.
5.3 Payment Terms:
a. Payment is due within the timeframe stated on the invoice (commonly net 14 or net 30 days).
b. Late payments may be subject to fees or interest charges as permitted by law, along with any costs or fees associated with collection efforts.
5.4 Taxes: The Client is responsible for any sales, use, or value-added taxes that may apply to the Services, unless the Client provides a valid exemption certificate.
6.1 Ownership:
a. The Agency retains all rights, title, and interest in any intellectual property used to perform the Services, including but not limited to methodologies, processes, or templates.
b. The Client will own any deliverables or work product that is specifically created for and delivered to the Client under the Agreement, once all fees due have been paid in full.
6.2 License:
a. The Agency grants the Client a non-exclusive, non-transferable license to use any Agency-owned materials incorporated into the deliverables, strictly for the Client’s internal business purposes.
b. The Client grants the Agency a non-exclusive, non-transferable, royalty-free license to use any Client-owned assets necessary to perform the Services.
7.1 Definition of Confidential Information: Confidential information includes, but is not limited to, any business, technical, financial, or marketing information that the Client or the Agency designates as confidential, or that would reasonably be understood as confidential given the nature of the information.
7.2 Obligation: Both parties shall maintain the confidentiality of the other party’s confidential information and shall not disclose it to any third party without express written permission, except as required by law.
7.3 Exclusions: Confidential information does not include information that:
a. Is or becomes publicly available without breach of this Agreement.
b. Was lawfully received from a third party without breach of any confidentiality obligation.
c. Was independently developed without use of the other party’s confidential information.
8.1 Compliance: The Agency agrees to comply with applicable data protection and privacy laws in the regions where the Services are rendered, including (where applicable) the General Data Protection Regulation (GDPR) or other relevant laws.
8.2 Client Data: The Client is responsible for ensuring that any personal data shared with the Agency has been collected lawfully and that any required consents have been obtained.
8.3 Data Security: The Agency shall take commercially reasonable measures to protect any personal data or confidential information from unauthorized access, disclosure, or use.
9.1 Agency Warranties: The Agency warrants that it will perform the Services in a professional manner and in accordance with industry standards.
9.2 Client Warranties: The Client warrants that any materials or information provided to the Agency do not infringe on any third-party rights and that the Client has obtained all necessary permissions to share such materials.
9.3 Disclaimer of Guarantees: Except for express warranties in these Terms, the Agency does not guarantee any specific results or return on investment for the marketing Services provided. Marketing efforts depend on various factors outside of the Agency’s control, including market conditions, competition, and the Client’s internal execution.
10.1 Exclusion of Certain Damages: To the maximum extent permitted by law, the Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, nor any loss of profits, revenue, data, or business opportunities.
10.2 Cap on Liability: The Agency’s total liability for any claim arising out of or relating to these Terms or the Services shall not exceed the total amount of fees paid by the Client to the Agency in the six (6) months immediately preceding the event giving rise to the claim.
10.3 Indemnification: The Client agrees to defend, indemnify, and hold the Agency harmless from any claims, damages, or expenses arising from:
a. The Client’s breach of these Terms.
b. Inaccurate or unauthorized materials provided by the Client.
c. The Client’s negligence, misconduct, or violation of any law or regulation.
11.1 Termination for Convenience: Either party may terminate the Agreement by providing thirty (30) days’ written notice to the other party.
11.2 Termination for Cause: If either party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice, the non-breaching party may terminate the Agreement immediately.
11.3 Effect of Termination:
a. Upon termination, the Client shall pay all fees for Services performed through the termination date.
b. All licenses granted under the Agreement shall immediately terminate, except for licenses to deliverables fully paid for.
c. Each party shall promptly return or securely destroy the other party’s confidential information.
12.1 Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, cyberattacks, war, terrorism, labor disputes, governmental actions, or interruption or failure of utility or telecommunications services.
12.2 If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement upon written notice.
13.1 Governing Law: These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Agreement or SOW, without regard to conflict-of-law principles.
13.2 Negotiation: The parties agree to attempt to resolve any disputes through good-faith negotiation.
13.3 Arbitration or Court: If negotiation fails, disputes shall be resolved by arbitration or in the courts of the jurisdiction specified in the Agreement or SOW, unless otherwise mutually agreed in writing.All court fees will be covered by the client.
14.1 Neither party shall assign, transfer, or delegate its rights or obligations
under these Terms without the prior written consent of the other party, except in the case of a merger or acquisition, or the sale of all or substantially all of a party’s assets.
15.1 Entire Agreement: These Terms, along with any accompanying Agreement, SOW, or proposal, constitute the entire understanding between the parties and supersede all prior communications, understandings, or agreements.
15.2 Amendments: Any modifications to these Terms must be made in writing and signed by authorized representatives of both parties.
16.1 If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.
17.1 The failure of either party to enforce any right under these Terms shall not be deemed a waiver of such right unless explicitly acknowledged and agreed to in writing.
18.1 All notices required or permitted under these Terms shall be in writing and delivered via email, courier service, or certified mail to the respective addresses of the parties specified in the Agreement or SOW.
18.2 Notices shall be deemed effective on the date received.
By engaging REM Digital for our Services, you acknowledge that you have read and agree to these Terms and Conditions.
This sample Terms and Conditions document is for general informational purposes only and does not constitute legal advice. Consult a qualified attorney to ensure that your final Terms and Conditions comply with all applicable laws and regulations in your jurisdiction.
